Terms of Service

Last updated: 7 October 2025

Company: Orvenzia ApS — CVR 45828697 — Aalborg, Denmark
Contact: support@orvenzia.com · privacy@orvenzia.com

These Terms of Service (“Terms”) apply to all consulting services (“Services”) and deliverables (“Deliverables”) provided by Orvenzia ApS (“Orvenzia”, “we”, “our”) to a client (“Client”, “you”).

If a Master Service Agreement (MSA), Statement of Work (SOW), Data Processing Agreement (DPA), or Mutual Non-Disclosure Agreement (NDA) exists, the following hierarchy applies in case of conflict:
SOW → MSA → DPA/NDA → these Terms → appendices.

1. Definitions

• Services: ESG and sustainability consulting, assessments, analyses, implementation, or related advisory work.
• Deliverables: Tangible outputs such as reports, data models, dashboards, or recommendations.
• Contract: The collective agreement between Orvenzia and the Client consisting of the MSA, SOW, these Terms, and any attachments.
• Confidential Information: Any non-public business, financial, or technical information shared between the parties.

2. Scope and Ordering

All projects are governed by a written SOW or proposal defining scope, timeline, deliverables, and payment structure. Changes require a written Change Request signed by both parties, including price or timeline adjustments.

3. Orvenzia’s Commitments

Orvenzia performs all Services with professional skill, care, and diligence consistent with leading consulting standards. We allocate qualified consultants and reserve the right to reassign personnel to ensure quality or continuity.

4. Client’s Obligations

The Client shall provide timely access to data, personnel, and information required to perform the Services. The Client must review materials, supply approvals, and respond to Orvenzia’s requests within agreed timeframes.

5. Confidentiality (NDA)

All project information exchanged is mutually confidential by default. Disclosure to third parties is only permitted where required for project delivery and under equivalent confidentiality obligations.

6. Data Protection (GDPR)

• Roles: Orvenzia acts as Data Controller for business contacts, and as Data Processor for client projects (or joint controller where agreed) under a signed DPA.
• Transfers: Cross-border transfers outside the EEA/UK rely on Standard Contractual Clauses (SCCs) and appropriate safeguards.
• Security: Encryption in transit, role-based access control, least-privilege, MFA, vendor due diligence, and audit logging.
• Breach Notice: Personal data breaches are notified without undue delay and within 72 hours of discovery.

7. Sub-Processors

Orvenzia may use reputable sub-processors (hosting, email, analytics, secure file transfer, CRM) bound by written DPAs/NDAs and acting solely on documented instructions.

8. Intellectual Property (IP)

Each party retains ownership of its pre-existing IP. Upon full payment, the Client obtains either ownership of the specific Deliverables (if stated in the SOW) or a perpetual, royalty-free, worldwide license for internal use. Third-party or open-source components remain governed by their own licenses.

9. Delivery, Payment and Deficiency Remedy

9.1 Delivery and Payment

All Deliverables are released after receipt of full or final payment as stated in the SOW or invoice. Payment confirms the Client’s authorization for Orvenzia to finalize and deliver the report or output.

9.2 Inspection and Deficiency Notification

The Client shall review the Deliverables within five (5) business days following delivery. Any objective contractual deficiencies must be notified in writing to Orvenzia within that period. If no written notice is received, Deliverables are deemed accepted.

9.3 Remedy Period

Upon valid written notice, Orvenzia shall have five (5) to ten (10) business days to correct the identified deficiencies at no cost.

9.4 Failure to Remedy

If Orvenzia fails to correct verified contractual deficiencies within the 10-day period, the Client is entitled to a refund of the final payment related to the affected Deliverable. Deposits or milestone payments remain non-refundable unless agreed otherwise.

9.5 Scope Limitation

This clause applies strictly to objective, contractual non-conformities — not preferences or opinions outside scope.

10. Service Levels (SLA) and Delivery Delays

• Standard SLAs: Baseline ≤10 days, Core 30–60 days, Enterprise 60–120 days, Scope-3 60–120 days.
• If Orvenzia exceeds an agreed SLA without written extension and the delay is solely attributable to Orvenzia, Client may claim a 5% deduction per full week of delay, capped at the deposit amount.
• If total delivery delay exceeds 20 calendar days beyond the agreed SLA and is solely attributable to Orvenzia, the entire amount paid, including deposit, shall be refunded to the Client.
• If the Deliverables, upon delivery, demonstrably fulfil less than 50% of the agreed scope or contractual requirements, as objectively assessed against the SOW, the entire amount paid, including deposit, shall likewise be refunded to the Client.

11. Fees, Deposits, and Payment Terms

• Pricing: As set out in the SOW, exclusive of VAT.
• Deposits: Core (40%), Enterprise (35%), Scope-3 (25%), offset against final invoice.
• Payment Terms: 14 days net. Late payment: 1.5% interest per month plus statutory fees.

12. Warranties and Disclaimers

Orvenzia warrants that Services will be delivered with professional care and quality. No other express or implied warranties apply. Commercial success is not guaranteed.

13. Indemnification (IP Claims)

Orvenzia shall defend and indemnify the Client against third-party IP infringement claims related to Deliverables, provided prompt notice and full cooperation.

14. Limitation of Liability

• No liability for indirect or consequential losses.
• Total liability is limited to fees paid for the affected project within 12 months.
• Excludes fraud, gross negligence, death/personal injury, IP infringement, or proven data/confidentiality breach.

15. Suspension and Force Majeure

Orvenzia may suspend Services for late payment or material breach. Neither party is liable for non-performance caused by force majeure events.

16. Termination

Either party may terminate with 30 days’ notice, or immediately for material breach not remedied within 10 days. Upon termination, Client pays for completed work; confidentiality, IP, and liability clauses survive.

17. Publicity

Orvenzia may not disclose Client’s name or logo without written consent. Anonymized or aggregated insights may be used internally for benchmarking.

18. Assignment

Neither party may assign this Contract without the other’s consent, except Orvenzia to affiliates or successors in a merger.

19. Compliance and Ethics

Both parties shall comply with applicable laws (anti-corruption, export, sanctions, tax, labor). Client data shall never be used to train public AI models; any AI fine-tuning is opt-in and de-identified.

20. Notices and Signatures

Formal notices shall be sent to designated contacts in the SOW or MSA by email. Digital signatures (e.g., DocuSign, MitID Business) are valid and binding.

21. Governing Law and Jurisdiction

These Terms are governed by Danish law. Disputes shall be settled by the Courts of Copenhagen, Denmark.

Annex – Quick Reference Table