Venthy Energy S.L. General Terms And Conditions
Effective Date: 03 / 11 / 2025
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These General Terms and Conditions ("T&C") govern all Consultancy Services provided by Venthys ("Consultant"), a company registered in Spain, to its clients ("Client"). These T&C are incorporated by reference into, and form an integral part of, every Service Proposal, Scope of Work (SOW), or Master Services Agreement ("Agreement") executed between the Consultant and the Client.
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1. Scope of Services
1.1. The Agreement: The specific services to be provided by the Consultant (the "Services"), deliverables (the "Deliverables"), timelines, and applicable Fees are detailed in a separate, written Service Proposal or Statement of Work (SOW) executed by both Parties (the "Engagement Document").
1.2. Nature of Services: The Consultant shall use reasonable skill and care, consistent with generally accepted professional standards in the wind, solar, and hydrogen consultancy fields, to perform the Services. The Services constitute professional consulting and advice, not a guarantee of specific outcomes, financial performance, or project success.
1.3. Reliance on Client Information: The Consultant's advice, opinions, and Deliverables are based on the information, data, and assumptions provided by the Client. The Client warrants that all information provided to the Consultant is accurate and complete. The Consultant is not responsible for any defect in the Deliverables arising from inaccurate, incomplete, or delayed Client-supplied information.
1.4. Changes to Scope (Change Orders): Any requested change to the scope, Deliverables, timeline, or Fees must be agreed upon in writing by both Parties via a formal Change Order. The Consultant is not obligated to proceed with any change until the Change Order is mutually executed.
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2. Fees and Payment
2.1. Fees and Expenses: The Client shall pay the Consultant the fees specified in the Engagement Document. Unless otherwise agreed, the Client shall also reimburse the Consultant for all reasonable, pre-approved out-of-pocket expenses (e.g., travel, accommodation, third-party licensing costs) incurred in the performance of the Services.
2.2. Invoicing and Payment Terms: The Consultant shall invoice the Client in accordance with the schedule set forth in the Engagement Document (e.g., monthly, upon milestone achievement). All invoices are payable by the Client within thirty (30) days of the invoice date.
2.3. Late Payment: If any undisputed invoice is not paid by the due date, the Consultant reserves the right to charge interest on the overdue amount in accordance with the provisions of Spanish law concerning late payments in commercial transactions (currently established by Ley 3/2004). This interest will accrue from the day following the due date until the date of payment in full. Furthermore, the Consultant may suspend the performance of all Services until payment is received in full, without incurring liability for such suspension.
2.4. Taxes: All Fees are exclusive of any applicable Value Added Tax (VAT) or other taxes, levies, or duties, which shall be charged at the prevailing Spanish rate and shall be the sole responsibility of the Client.
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3. Client Obligations
3.1. Cooperation: The Client shall cooperate fully with the Consultant and provide timely access to premises, personnel, equipment, data, and documents reasonably required to perform the Services.
3.2. Third-Party Rights: If the Services require access to or use of third-party property, intellectual property, or data, the Client is responsible for obtaining all necessary permissions, licenses, and consents prior to the Consultant commencing work.
3.3. Health and Safety: The Client shall ensure a safe working environment for the Consultant's personnel while they are on the Client's premises, in compliance with all applicable Spanish health and safety regulations.
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4. Intellectual Property and Confidentiality
4.1. Ownership of Work Product: All reports, data, analyses, technical specifications, and other materials (the "Work Product") specifically created by the Consultant for the Client during the performance of the Services shall be the property of the Client upon final payment of all Fees related to that Work Product.
4.2. Pre-Existing IP: Notwithstanding Clause 4.1, the Consultant retains ownership of all intellectual property, methodologies, templates, tools, and proprietary know-how ("Consultant IP") that existed prior to, or was developed independent of, the Services. The Consultant grants the Client a non-exclusive, non-transferable, royalty-free license to use the Consultant IP incorporated into the Work Product solely for the internal purposes of the Client's business.
4.3. Confidentiality: Both Parties agree to treat as confidential all technical, commercial, financial, and strategic information disclosed by the other Party (the "Confidential Information"). Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except to the extent required by Spanish law or to professional advisors who are bound by similar confidentiality obligations. This obligation survives the termination of this Agreement for a period of three (3) years.
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5. Term and Termination
5.1. Term: The Agreement shall commence on the Effective Date set forth in the Engagement Document and shall continue until the Services are completed, unless terminated earlier in accordance with this Section.
5.2. Termination for Convenience: Either Party may terminate the Agreement for any reason upon giving the other Party thirty (30) days written notice. In such case, the Client shall pay for all Services performed and expenses incurred up to the date of termination.
5.3. Termination for Cause: Either Party may terminate the Agreement immediately upon written notice if the other Party:
a. Commits a material breach of these T&C or the Engagement Document and fails to remedy that breach within fifteen (15) days of receiving written notice to do so.
b. Becomes insolvent, files for bankruptcy, or ceases to operate its business.
5.4. Effect of Termination: Upon termination, the Client shall immediately pay all outstanding Fees and Reimbursable Expenses. The Consultant shall deliver all Work Product completed up to the termination date, subject to receipt of all corresponding payments.
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6. Liability and Indemnification
6.1. Limitation of Liability:
a. Exclusion of Damages: In no event shall the Consultant be liable to the Client for any loss of profits, loss of business, loss of revenue, or any indirect, special, consequential, or punitive damages arising out of or in connection with the Services, even if the Consultant has been advised of the possibility of such damages.
b. Cap on Liability: The Consultant's total aggregate liability to the Client for any and all claims, damages, or losses arising under or in connection with the Services (whether in contract, tort, including negligence, or otherwise) shall be strictly limited to the total fees paid by the Client to the Consultantunder the specific Engagement Document to which the claim relates in the twelve (12) months preceding the claim.
6.2. Indemnification: The Client shall indemnify, defend, and hold harmless the Consultant, its officers, and employees against all claims, liabilities, costs, and expenses (including reasonable attorney fees) arising from any third-party claims resulting from the Client's use of the Work Product, or the Consultant's reliance on information supplied by the Client.
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7. General Provisions
7.1. Independent Contractor: The Consultant is an independent contractor, and nothing in this Agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between the Parties.
7.2. Force Majeure: Neither Party shall be liable for any delay or failure in performance due to events beyond its reasonable control, including but not limited to, acts of God, war, pandemic, fire, or natural disaster.
7.3. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Spain. The Parties agree to submit to theexclusive jurisdiction of the Courts of Palma de Mallorca.
7.4. Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the Parties agree to explore mediation before pursuing litigation.
7.5. Entire Agreement: These T&C, together with the applicable Engagement Document, constitute the entire agreement between the Parties and supersede all prior agreements, negotiations, and understandings, whether written or oral.
7.6. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.