General Terms & Conditions

This section provides clear and consistent definitions of the key terms used in SusBDe’s agreements and documentation.

The definitions are designed to remove ambiguity and ensure that all parties share a common understanding of terminology relating to technology, services, legal obligations, and project execution.

This section contains the complete and legally binding version of the SusBDe Group of Companies (SusBDe) General Terms and Conditions.

It outlines in full detail the rights, obligations, limitations, and responsibilities of all parties involved. The full text governs all agreements with SusBDe and serves as the reference in case of any legal dispute or contractual interpretation. Parties entering into any engagement with SusBDe confirm that they have read, understood and accepted these General Terms and Conditions.

We recommend that you read this document thoroughly or seek legal advice prior to engagement.

1. Offer

1. All offers and quotations are without obligation.
2. An offer SusBDe is valid for 60 days from the date of signing, unless otherwise stated therein.
3. An assignment is deemed to have been concluded when it has been accepted by the contractor either orally or in writing.
4. The parties are obliged to consult with each other whenever either of them deems it necessary for the proper execution of the agreed work.
5. SusBDe shall perform the advisory services to be provided by them to the best of their knowledge and ability, and in accordance with the requirements of good workmanship. This obligation is a “best efforts obligation”, as achieving the intended result cannot be guaranteed.

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2. Execution

1. SusBDe shall safeguard the interests of the client to the best of their knowledge and ability.
2. The client is obliged to provide the contractor, in a timely manner, with all cooperation, data and information that the contractor deems necessary or useful in order to properly perform the assigned work.
3. SusBDe is entitled to have the assigned work performed, in whole or in part, by third parties. SusBDe shall inform the client of this in a timely manner.

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3. Relationship of the parties

Nothing in a Contract and no action taken under the Contract creates a partnership, creates a relationship of SusBDe and the Partner, joint venture or franchise between the Parties or otherwise authorizes any Party to bind any Client.

1. Either Party must not without the Client’s prior written consent:
2. Represent itself as an agent of the Client for any purpose; or
3. Pledge the Client credit; or
4. Give any condition or warranty on the Client behalf; or
5. Make any representation on the Client behalf; or
6. Commit the Client to any contracts; or
7. Conclude legal transactions on behalf of the Client.

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4. Payment terms

1. Unless agreed otherwise in advance and in writing, payments are due in Euro within 15 days after the invoice date on a bank account to be determined by SusBDe.
2. Payments shall be made to SusBDe without any discount or setoff. The existence of any claims and/or complaints shall not release the Client (or Parties) from his (their) obligation(s) to pay.
3. In case of any overdraft beyond the credit term, an interest is owned to SusBDe on the outstanding invoice amount, which interest shall be equal to the official promissory note discount rate of the RBI valid as of that moment, increased by 3 %, calculated from the day(s) the payment(s) should have been made up to and including the day of payment, without any demand or default notice being required.
4. Collection charges - both judicial and extra judicial – are set at an amount of EUR 5.500 at least, as well as costs in connection with filing a bankruptcy petition shall also be charged to the Client (or Parties). The Client (or parties) will compensate all costs that are incurred by SusBDe for collection, including costs of litigation.

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5. Variation, interim termination

1. No party may amend change or waive any term of a Contract without the written consent of SusBDe.
2. SusBDe shall at all times be entitled, prior to commencing the work, to require an advance payment or deposit from the client, in an amount to be determined by SusBDe. The acceptance of such advances does not oblige SusBDe to fully perform the assignment.
3. For assignments that involve the periodic or otherwise regular performance of services, payment in instalments may be required.
4. SusBDe is entitled to charge the client for the costs of additional work – whether or not performed by third parties – that proves necessary for the proper execution of the agreement after the agreement has been concluded.
   If such additional work proves necessary, SusBDe shall promptly provide the client with a written specification of the nature of the work and the associated costs.
5. Neither party is entitled to unilaterally terminate the agreement when no Force Majeure applies.
6. When the Client unilaterally terminates the Agreement, SusBDe is entitled:
   
   1. A break-up fees of which the amount is 10% of the total Agreement value with a minimum amount of Euro 10.000, unless otherwise defined in the Agreement.
   2. To additional compensation for demonstrable and plausible loss of capacity, reimbursement of additional costs already incurred by the contractor, and compensation for costs resulting from the possible cancellation of engaged third parties.
   3. The extrajudicial costs are fixed at a minimum of 15% of the amount due.
7. SusBDe may terminate its employment after notice to the Client if:
   
   1. The Client fail to any pay amount due under any certificate and undisputed within ninety [90] days of it falling due.
   2. The Client becomes insolvent.
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6. Notice of Default and Cure Period

Notice of Default In the event that either Party (the "Defaulting Party") breaches any material term, condition, or obligation under the Contract, the non-breaching Party (the "Non-Defaulting Party") shall provide written notice of such default (the “Notice of Default”) to the Defaulting Party within a period not exceeding ten (10) days from the date the Non-Defaulting Party becomes aware of the default.

‍Cure Period Upon receipt of the Notice of Default, the Defaulting Party shall have a period not exceeding ninety (90) days from the date of such notice to cure the default to the reasonable satisfaction of the Non-Defaulting Party.

Failure to Cure If the Defaulting Party fails to cure the default within the specified ninety (90) day period, the Non-Defaulting Party shall be entitled to exercise any and all remedies available under the Contract or applicable law, including but not limited to suspension of performance, termination of the Contract, and/or pursuit of damages.

No Waiver Failure by the Non-Defaulting Party to enforce any provision of this clause shall not constitute a waiver of its rights to enforce the same or any other provision at any time thereafter.

‍Liquidated damages No liquidate damages will be charged to Parties unless a result of willful misconduct.

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7. Confidentiality, non-circumvention & non-solicitation

1. It may be necessary for either Party to disclose to or exchange proprietary. information relating to Party know-how, which is confidential and proprietary.
2. The Disclosing Party shall advise authorized personnel of the Receiving Party appropriately regarding the confidential nature of the information disclosed.
3. The Party receiving such Confidential or Proprietary Information shall not, unless specifically permitted in writing by either party, disclose in whole or part any such Confidential or Proprietary Information or divulge any information thereon to any person other than its Personnel for fulfilling the Purpose of the Contract.
4. In Respect of all Confidential or Proprietary Information the Receiving Party hereby undertakes from the date of disclosure of the Information not to use the Confidential or Proprietary Information otherwise than for the Purpose of this agreement.
5. Under no circumstances either Party shall disclose, either verbally, by publication or otherwise, any proprietary information, relating to the Client. Both Parties agree to use the information provided by either Party only to further its best efforts in fulfilling the scope of this agreement.
6. The obligations of confidentiality however shall not apply to information that is:
   
   1. Already in the party’s possession at the time of disclosure.
   2. Or later becomes part of the public domain through no fault of the receiving party.
   3. Received from a third party having no obligations of confidentiality to the disclosing party.
   4. Independently developed by either party; or
   5. Required by law or regulation to be disclosed.
7. All Confidential/ Proprietary Information shall remain the exclusive property of the Disclosing Party as well as all patent, copyright, trade secret, trademark, and other intellectual property rights therein. No license or conveyance of any such rights to the Receiving Party is granted.
8. The existence, terms and performance of the Contract shall be kept strictly confidential by both Parties and shall not be disclosed (unless required by law or other regulatory process) by any Party without the prior written consent of the Client.

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8. Force Majeure

1. If a Party is prevented, hindered, or delayed in or from performing any of its obligations under the Contract by an Event of Force Majeure (the “Affected Party”), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations and the time for performance of such obligations shall be extended accordingly. The corresponding obligations of the Client will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
2. The Affected Party shall as soon as reasonably practicable after the start of the Event of Force Majeure but no later than five (5) days from its start, notify the Client in writing of the Event of Force Majeure, the date on which it started, its likely or potential duration, and the effect of the Event of Force Majeure on its ability to perform any of its obligations under the Contract and use all reasonable endeavors to mitigate the effect of the Event of Force Majeure Event on the performance of its obligations.
3. The Affected Party shall during the Force Majeure Period provide to the Client regular (not less than weekly) reports concerning the matters set out in the preceding clause ii) as also any information, details, or document, which the Client may reasonably require.
4. If the Affected Party is rendered wholly or partially unable to perform any of its obligations under the Contract because of a Force Majeure Event, it shall be excused from performance of such obligations to the extent it is unable to perform the same on account of such Force Majeure Event provided that:
5. The excuse from performance shall be of no greater scope and of no longer duration than is necessitated by the Force Majeure Event
6. The Affected Party has taken all reasonable efforts to avoid, prevent, mitigate, and limit damage, of any, caused or is likely to be caused to the Project facility because of the Force Majeure Event and to restore the Project facility, in accordance with Good Industry Practice and its relative obligations under the Contract.
7. When the Affected Party is able to resume performance of its obligations under the Contract, it shall give to the Client written  notice to that effect  and shall  promptly resume performance of its obligations hereunder,; the Affected Party shall continue to perform such of its obligations which are not affected by the Force Majeure Event and which are capable of being performed in accordance with the Contract; and any insurance proceeds received shall be, subject to the provisions of Financing documents, entirely applied to repair, replace or restore the assets damaged on account of the Force Majeure Event, or in accordance with Good Industry Practice.

Cost during force majeure event Neither Party hereto shall be liable in any manner whatsoever to the Client in respect of any loss, damage, cost, expense, claims, demands, and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event.
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9. Termination

Termination due to event of default

1. In the event that either party (the “Defaulting Party”) commits a material breach of the Contract and fails to remedy such breach within the cure period as per article 6.3 days of, the Non-Defaulting Party shall have the right to terminate the Contract with immediate effect by providing written notice of termination.
2. In no event shall the Defaulting Party be liable for any indirect, consequential, or punitive damages.

Termination due to force majeure event If a Force Majeure Event continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 360 days, the Parties may mutually decide to terminate the Contract or continue the Contract on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall, after the expiry of the said period of 360 days, be entitled to terminate the Contract. All the modification or revision to the terms of the present agreement shall be in writing. The same will be required to be accepted/ consented by the Client. Failure to reply or provide consent shall not be deemed to be acceptance of the modified/ revised terms. The parties must expressly acknowledged/ give their consent on the modified/ revised terms.

Defects liability after termination SusBDe shall not be responsible for any defects nor any deficiencies after Termination of the Contract.
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10. Governing law

1. The law of the Netherlands governs the Contract and its interpretation, and any non-contractual obligations arising from or connected with the Contract.
2. Pending resolution of any Dispute, the Parties shall continue to perform their respective obligations under the Contract without prejudice, unless such performance is objectively impossible due to the nature of the Dispute.
3. The Parties agree that evidence may be submitted electronically, and declarations may be made under oath or affirmation in writing, unless otherwise agreed.
4. Nothing in this Clause shall limit either Party’s right to seek urgent injunctive or interlocutory relief before the courts of Amsterdam. The Parties irrevocably agree to the exclusive jurisdiction of the courts of Amsterdam for such urgent proceedings and waive all objections based on venue or forum non convenient.
5. The Arbitration award shall be final, conclusive, and enforceable in any jurisdiction. Arbitration shall be a condition precedent to initiating any formal litigation proceedings, unless a Party can demonstrate to a competent court that urgent interim relief is reasonably required due to gross negligence, fraud, or immediate risk of irreparable reputational or financial harm.
6. The Arbitration shall be conducted:
   
   1. By a sole arbitrator, jointly appointed by the Parties.
   2. In the English language.
   3. With submission of documents in English or accompanied by certified English translations.
   4. Under the procedural rules of the International Court of Arbitration seated in Amsterdam, the Netherlands.
7. If the Parties are unable to resolve the Dispute amicably within such fourteen (14) day period, either Party may issue a written notice (the “Dispute Notice”) referring the Dispute to binding Arbitration.
8. If a Dispute arises, the Party seeking resolution shall promptly give written notice to the Client identifying and detailing the Dispute. Within fourteen (14) calendar days of receipt of such notice, the chief executive officers (or their delegated representatives) of both Parties shall meet and, in good faith, attempt to resolve the Dispute through amicable negotiations.
9. This Clause applies to any breach, claim, dispute, or difference of any kind between the Parties arising out of or in connection with the Contract (a “Dispute”), including any question regarding its existence, validity or termination.
10. Pending resolution of any Dispute, the Parties shall continue to perform their respective obligations under the Contract without prejudice, unless such performance is objectively impossible due to the nature of the Dispute.
11. The Parties agree that evidence may be submitted electronically, and declarations may be made under oath or affirmation in writing, unless otherwise agreed.
12. Nothing in this Clause shall limit either Party’s right to seek urgent injunctive or interlocutory relief before the courts of Amsterdam. The Parties irrevocably agree to the exclusive jurisdiction of the courts of Amsterdam for such urgent proceedings and waive all objections based on venue or forum non conveniens.
13. The Arbitration award shall be final, conclusive, and enforceable in any jurisdiction. Arbitration shall be a condition precedent to initiating any formal litigation proceedings, unless a Party can demonstrate to a competent court that urgent interim relief is reasonably required due to gross negligence, fraud, or immediate risk of irreparable reputational or financial harm.
14. The Arbitration shall be conducted:
    
    1. by a sole arbitrator, jointly appointed by the Parties.
    2. in the English language.
    3. with submission of documents in English or accompanied by certified English translations.
    4. under the procedural rules of the International Court of Arbitration seated in Amsterdam, the Netherlands.
15. If the Parties are unable to resolve the Dispute amicably within such fourteen (14) day period, either Party may issue a written notice (the “Dispute Notice”) referring the Dispute to binding Arbitration.
16. If a Dispute arises, the Party seeking resolution shall promptly give written notice to the Client identifying and detailing the Dispute. Within fourteen (14) calendar days of receipt of such notice, the chief executive officers (or their delegated representatives) of both Parties shall meet and, in good faith, attempt to resolve the Dispute through amicable negotiations.
17. This Clause applies to any breach, claim, dispute, or difference of any kind between the Parties arising out of or in connection with the Contract (a “Dispute”), including any question regarding its existence, validity or termination.
18. Initial Dispute and Arbitration
    This clause applies to any breach, claim, dispute or difference of any kind between the Parties arising out of or in connection with the Contract (a “Dispute”), including any question regarding its existence, validity or termination.
19. If a Dispute arises, the Party seeking resolution shall promptly give written notice to the Client identifying and detailing the Dispute. Within fourteen (14) calendar days of receipt of such notice, the chief executive officers (or their delegated representatives) of both Parties shall meet and, in good faith, attempt to resolve the Dispute through amicable negotiations.
20. If the Parties are unable to resolve the Dispute amicably within such fourteen (14) day period, either Party may issue a written notice (the “Dispute Notice”) referring the Dispute to binding arbitration.
21. The arbitration shall be conducted:
    
    1. by a sole arbitrator, jointly appointed by the Parties.
    2. in the English language.
22. Any deviation from performance must be documented in writing and agreed by both Parties.
23. This obligation includes continued cooperation on project activities, maintaining confidentiality, and meeting payment milestones, as reasonably applicable, while the dispute resolution process is ongoing.
24. Pending resolution of any Dispute as defined under Clause 10, the Parties shall continue to perform their respective obligations under the Contract without prejudice, unless such performance is objectively impossible due to the nature of the Dispute.

Performance During Disputes

1. Under the procedural rules of the International Court of Arbitration (seat: Amsterdam, the Netherlands. See Arbitration-link).
2. The arbitration award shall be final and binding on the Parties. Arbitration shall be a condition precedent to initiating any formal litigation proceedings, except in cases of gross negligence, fraud, or direct reputational or financial harm where interim relief is urgently required.
3. Nothing in this clause shall limit either Party’s right to seek urgent injunctive or interlocutory relief before the courts of Amsterdam. The Parties irrevocably agree to the exclusive jurisdiction of the courts of Amsterdam for such urgent proceedings and waive all objections based on venue or forum non conveniens.
4. Pending resolution of any Dispute, the Parties shall continue to perform their respective obligations under the Contract without prejudice, unless such performance is objectively impossible due to the nature of the Dispute

Invalidity As long as the commercial purpose of the Contract is unaffected, the invalidity, illegality or unenforceability of any provision of the Contract under the law of any jurisdiction must not affect the validity, legality or enforceability of:

1. any other provision of the Contract under the law of that jurisdiction; or
2. any provision of the Contract under the law of any other jurisdiction.

Third party rights A person who is not party to the Contract may not enforce any term of the Contract.
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11. Liability

To the extent permitted by applicable laws, the liability of SusBDe for loss of profit and indirect and consequential losses under or in connection with the Contract shall be excluded save in respect of:

1. The liability of either party under indemnities relating to death or personal injury to third party property other than for breach of contract.
2. The liability of either party arising as a result of fraud [and/or gross misconduct/willful default.
3. Each Party hereby releases, waives, and discharges the Client, including its officers, directors, employees, agents, affiliates, successors, and assigns, from any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising out of or related to any injury, loss, or damage sustained in connection with the Contract, except to the extent such claims arise from the gross negligence, willful misconduct, or breach of the Contract by the released Party.  
4. Both Parties agree that neither shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits or business opportunities, even if advised of the possibility of such damages.  
5. This waiver does not apply to obligations expressly set forth in the Contract, including confidentiality, indemnification, or other liabilities that cannot be legally waived under applicable law.
6. Liabilities of either party arising out of fraud, and any insurance proceeds received by SusBDe pursuant to policies required to be obtained by either party under the Contract shall not act to reduce the unexpended amount of any limitations on the liability of either party.
7. No liability whatsoever, in connection with the order given to SusBDe or the execution thereof, shall rest with natural persons employed by SusBDe.

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12. Miscellaneous

Sundries If one of the Parties should fail to meet any essential obligation arising from the agreement, other than in the provisions, the Client shall notify the defaulting Party, in writing and by registered post, and provide the defaulting Party with an opportunity to fulfil its obligations within a reasonable period. If the defaulting Party should not meet its obligations within the stipulated period, its rights pursuant to the Contract shall lapse and the Client shall no longer be bound to fulfil any obligation resting with it.

Counterparts The Contract may be executed in any number of counterparts, each of which when executed will be an original, but all of which together will constitute one and the same instrument. No counterpart shall be effective until each party has executed and delivered at least one (1) counterpart. Transmission of an executed counterpart of the Contract (but not for the avoidance of doubt, just the signature page) by email (in PDF, JPEG or other agreed electronic format including via DocuSign) will take effect as delivery of an executed counterpart of the Contract.

Costs Each Party pays its own costs for negotiation, preparation, and execution of the Contract.

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Notices

All notices This Clause applies to all notices (except formal notices in legal proceedings) between the Parties under the Contract. Notices must be in writing.

Delivery Notices must be delivered by one of these methods:

1. Registered post, or
2. Email with confirmation of receipt by addressee (notice@susbde.com)

Address for Notices Notices must be addressed to the Party to be served at its registered office at that time.

When Notices take effect A Notice delivered by hand is effective at delivery. A Notice sent by post is effective:

1. (for national mail) on the second (2nd) Business Day after posting; and
2. (for international mail) on the fifth (5th) Business Day after posting.

Subcontracting Parties may subcontract any of its obligations under the Contract following given prior notice (of at least 2 weeks) to the Client.

Safety and Compliance Parties shall implement all necessary safety measures and protocols to ensure the safety of its staff when visiting the project site. Parties shall comply with all relevant health, safety and environmental regulations.

Assignment

1. SusBDe may assign or charge the benefit of the Contract, to any third party or to any person to whom SusBDe assigns the benefit of the Contract.
2. SusBDe may in particular assign and/or transfer (obligations from this) Contract to partners of SusBDe. Any third party that has accepted an assignment or transfer in this regard, will be solely and fully responsible for the performance under the Contract and/or the assigned of transferred part thereof, with the exclusion of any obligation or liability for SusBDe. the Partner will indemnify and discharge SusBDe for any claims against SusBDe for the performance under the Contract and/or the assigned of transferred part thereof by any third party/parties
3. SusBDe shall notify the Partner of any assignment and/or transfer.
4. SusBDe shall not contend that any person to whom the benefit of the Contract is assigned may not recover any sum (including any debt, damages, interest or costs) under the Contract because that person is an assignee.
5. The Contract shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
6. SusBDe shall ensure that all the parties / employees/ agencies/ sub-contractors or any Client or person employed / assigned to carry out the works under this agreement; shall be bound by the terms of the present agreement. SCC shall incorporate the terms of the present agreement, in the third-party agreements executed by SCC for the works to be carried out for the present project

Severability if for any reason whatsoever any provision of the Contract is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties  shall  negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon any such provisions shall not be subject to dispute resolution under the Contract or otherwise.

Time of essence Time is of the essence in the performance of all obligations under the Contract. No acts of any party shall constitute waiver of this clause, unless recorded in writing and agreed by both the parties to the present contract. Actions, of the parties signing the present agreement shall not constitute waiver / extension of time, unless extended in the manner mentioned herein.

Entire agreement The Contract sets out the entire agreement between the Parties and supersedes and replaces all previous agreements between the Parties on the subject matter of the Contract.