Terms and Conditions

1. Company Information

Provider:
Orvenzia
Gærumvej 21A
9900 Frederikshavn
Denmark
support@orvenzia.com
CVR/VAT: DK45828697

These Terms apply to business clients only.

2. Agreement Structure and International Application

These Terms apply to all business clients purchasing services from Orvenzia, regardless of the Client’s country of establishment, unless expressly varied in the applicable Service Order.

The agreement between Orvenzia and the Client consists of:

1. the applicable Service Order, Order Confirmation, Statement of Work or accepted proposal;
2. these Terms & Conditions;
3. any applicable Data Processing Agreement;
4. any applicable Non-Disclosure Agreement.

If the documents conflict, they apply in the order listed above.

The Service Order controls the specific service, scope, deliverables, timeline, fees, payment structure, permitted use, permitted external sharing, service-specific remedies and any special terms.

Only the version of these Terms identified in the Service Order applies to that engagement. Later website updates do not apply unless agreed in writing.

The Client confirms that it enters into the Agreement for business purposes only and not as a consumer.

3. Orvenzia’s Services

Orvenzia provides professional ESG-led business consultancy services.

Orvenzia helps companies understand, structure and respond to ESG, sustainability, CSRD/CSDDD-driven value-chain pressure, procurement requirements, customer documentation requests and related commercial expectations — while also improving the underlying business, processes, documentation, readiness and growth position.

Orvenzia’s work combines ESG-related requirements with practical business development, operational improvement, implementation support, reporting support, documentation handling, evidence structuring and commercial readiness.

The objective is to help the Client turn increasing ESG, sustainability, procurement and value-chain requirements into stronger structure, better decisions, reduced friction, improved customer readiness and practical growth opportunities within the agreed scope.

Where relevant, Orvenzia’s services may include:

(a) ESG and sustainability advisory;
(b) CSRD/CSDDD-related value-chain and supplier-readiness support;
(c) business development and improvement advisory;
(d) operational and process reviews;
(e) implementation support;
(f) ESG documentation handling and evidence structuring;
(g) reporting support and status reviews;
(h) procurement, buyer, bank, tender and customer request support;
(i) risk, gap and readiness assessments;
(j) policy, framework, questionnaire and template support;
(k) supplier documentation and commercial documentation support;
(l) subscription or retainer-based advisory support;
(m) other ESG, sustainability, documentation, implementation or business consultancy services agreed in the Service Order.

Orvenzia delivers only what is expressly agreed in the applicable Service Order.

4. Scope

The Service Order defines the agreed scope.

Website text, sales calls, emails, examples, proposals, presentations and marketing materials are not binding unless expressly included in the Service Order.

Work outside the agreed scope requires Orvenzia’s written approval and may be charged separately.

5. Professional Standard

Orvenzia will perform the services with reasonable professional skill, care and commercial diligence.

Orvenzia’s role is to provide ESG-led consultancy, business advisory, analysis, structure, documentation support, reporting support, implementation support and practical recommendations within the agreed scope.

The Client remains responsible for its own management decisions, business operations, implementation, legal compliance, external submissions and third-party relationships.

6. Client Cooperation

The Client must provide timely, accurate and complete information, documents, access, explanations and approvals required for the services.

Orvenzia may rely on Client-provided information without independently verifying its accuracy unless verification is expressly included in the Service Order.

If Client information is delayed, incomplete, inaccurate, unsupported or unavailable, Orvenzia may extend timelines, qualify deliverables, include assumptions or limitations, suspend work or request a change order.

7. Deliverables

Deliverables are defined in the Service Order.

Deliverables may include reports, reviews, ESG documentation, recommendations, documentation packages, evidence structures, frameworks, roadmaps, templates, summaries, status reviews, implementation materials, response materials or other agreed outputs.

Unless otherwise stated in the Service Order, deliverables are for the Client’s internal business use only.

Externally shareable deliverables may be shared only with the recipient categories and for the purposes stated in the Service Order.

Drafts are not final deliverables and must not be used externally unless Orvenzia confirms otherwise in writing.

8. Review and Acceptance

Unless otherwise stated in the Service Order, the Client may submit one consolidated written feedback round within five business days after receiving the relevant deliverables.

The review right is limited to factual corrections and alignment with Client-provided source information.

It does not include new scope, new data, new calculations, changed instructions, new third-party requests, stylistic rewrites or additional advisory work.

If no feedback is received within the review period, the deliverables are deemed accepted.

Additional work may be charged separately.

9. Fees, Taxes, Currency and Payment

Fees, currency and payment structure are stated in the Service Order.

All prices are exclusive of VAT, sales tax, withholding tax, duties, levies, bank charges, transfer fees and similar charges unless expressly stated otherwise.

The Client is responsible for all taxes, duties, withholding, bank charges, currency conversion costs and local payment costs applicable in the Client’s jurisdiction, except for taxes on Orvenzia’s own income in Denmark.

If the Client is required by local law to withhold tax from any payment, the Client shall gross up the payment so that Orvenzia receives the full amount invoiced, unless otherwise expressly agreed in the Service Order.

Unless otherwise agreed, payment is due on the invoice date.

Payment is not conditional on internal approval, implementation results, customer approval, buyer approval, bank approval, tender success, certification, audit acceptance, regulatory acceptance or any other third-party outcome.

Orvenzia may suspend work, delivery or support while payment is overdue.

Overdue amounts may accrue interest and recovery costs under applicable law.

10. Cancellation and Refunds

Cancellation must be made in writing by an authorised representative of the Client.

Unless otherwise stated in the Service Order, fees become non-refundable once Orvenzia has started work, reserved delivery capacity, issued a data request, held a kickoff, received access, allocated resources or started preparing work product.

Any refund, guarantee, service credit or remedy applies only if expressly stated in the Service Order.

No refund, guarantee or service credit applies by implication.

11. Subscription and Retainer Services

Where services are provided as a subscription, retainer or ongoing support arrangement, the Service Order defines the included services, cadence, billing period, minimum term, renewal, termination and excluded work.

Unless otherwise stated in the Service Order:

(a) subscription fees are billed in advance;
(b) unused time or support does not roll over;
(c) subscription fees are non-refundable;
(d) subscription services do not include new fixed-scope projects, full report production, implementation execution, audit support, assurance support, certification work, legal review or urgent turnaround.

12. Use of Deliverables

The Client may use deliverables only for the purposes stated in the Service Order and these Terms.

Internal-only deliverables may be used only for the Client’s internal business, management, planning, ESG improvement, risk assessment, implementation or advisory purposes.

Externally shareable deliverables may be shared only as stated in the Service Order.

The Client must not remove disclaimers, assumptions, limitations, data notes, attribution statements or other explanatory notes from deliverables.

The Client must not present deliverables as audited, certified, assured, regulator-approved or legally verified unless expressly stated by Orvenzia in writing.

The Client must not resell, publish, license, white-label, commercialise, reverse engineer, copy, train AI systems on, or use Orvenzia deliverables, templates, structures, methods or materials to provide or develop competing or similar services.

13. Advisory Limitations

Orvenzia does not provide legal advice, audit, assurance, certification, statutory verification, tax advice, regulated financial advice or investment advice unless expressly agreed in writing and delivered by an appropriately qualified provider.

Orvenzia’s services may support the Client’s ESG readiness, sustainability structure, documentation, process maturity, implementation planning, stakeholder dialogue, commercial decision-making and business improvement, but they do not replace the Client’s own legal, accounting, audit, assurance, tax, regulatory or management responsibilities.

14. Local Laws, Third-Party Requirements and International Use

The Client remains responsible for ensuring that its use of the services, deliverables, disclosures, external submissions and implementation decisions comply with applicable local laws, sector rules, customer requirements, tender requirements, procurement requirements and regulatory expectations in the countries where the Client operates or submits information.

Where the Client operates outside Denmark or the EU/EEA, the Client is responsible for identifying any local legal, tax, labour, regulatory, reporting, data protection, sector-specific or public-procurement requirements relevant to the Client’s business and intended use of the deliverables.

Third parties apply their own criteria, policies, preferences, scoring models, risk appetite and commercial judgment.

Orvenzia does not guarantee customer retention, buyer approval, supplier approval, financing approval, tender success, contract awards, ratings, certification, audit acceptance, assurance acceptance, regulatory acceptance, legal compliance, commercial improvement, revenue growth, cost reduction, implementation success or any other third-party or business outcome.

Any service-specific remedy applies only if expressly stated in the Service Order.

15. Confidentiality

Each party must keep the other party’s Confidential Information confidential and use it only for the purposes of the Agreement.

Confidential Information includes non-public business, commercial, technical, operational, financial, customer, supplier, employee, strategic, process, pricing, methodology, documentation, reporting, ESG, sustainability, procurement, value-chain, tender, banking, data, draft, deliverable and project-related information.

Orvenzia must not publicly identify the Client as a customer or use the Client’s name, logo or project in marketing without the Client’s prior written consent.

Where a separate NDA applies, the NDA governs confidentiality in more detail.

Confidentiality obligations survive termination.

16. Intellectual Property

Orvenzia retains ownership of all pre-existing and underlying intellectual property, including methodologies, templates, frameworks, models, tools, workflows, questionnaires, scoring logic, report structures, documentation architecture, evidence-structuring methods, review methods, implementation methods, service processes, ESG logic, commercial logic, know-how and generalised learnings.

Subject to full payment, the Client receives a non-exclusive, non-transferable right to use deliverables specifically produced for the Client for the purposes stated in the Service Order.

The Client does not receive ownership of Orvenzia’s underlying methods, structures, templates, systems, know-how or service logic.

Orvenzia may reuse anonymised learnings, generalised insights, non-client-specific improvements and methodology developments, provided Client Confidential Information and Personal Data are not disclosed.

17. Data Protection and International Data Transfers

Each party must comply with applicable data protection law.

Where Orvenzia processes personal data on behalf of the Client as processor, the applicable Data Processing Agreement governs that processing.

Where Orvenzia processes personal data for its own business administration, invoicing, payment handling, compliance, legal claims, security, service management and relationship management, Orvenzia acts as an independent controller.

The Client is responsible for ensuring that personal data provided to Orvenzia may lawfully be disclosed, transferred and processed for the services.

Where the Client is located outside the EU/EEA, or instructs Orvenzia to deliver, access or share materials outside the EU/EEA, the Client acknowledges that international data transfer rules may apply and that additional transfer documentation may be required under the applicable DPA.

The services are not intended to involve special categories of personal data or criminal offence data unless expressly agreed in writing.

The Client must not provide unnecessary personal data.

18. Subcontractors and Third-Party Systems

Orvenzia may use personnel, consultants, contractors, subcontractors, software providers, hosting providers, CRM systems, communication systems, payment providers, e-signature providers and other third-party systems where reasonably necessary to provide the services.

Orvenzia remains responsible for the performance of the services under the Agreement.

Where a third party processes personal data on behalf of Orvenzia as a subprocessor, the DPA governs such use.

Orvenzia is not liable for downtime, disruption, access issues, data loss or failure of third-party systems outside Orvenzia’s reasonable control, except to the extent liability cannot be excluded under mandatory law.

19. Sanctions, Export Controls and Restricted Dealings

Each party shall comply with applicable sanctions, anti-money laundering, anti-bribery, anti-corruption and export control laws.

The Client confirms that neither the Client nor, to its knowledge, its relevant owners, directors or controlling persons are subject to sanctions that would make Orvenzia’s provision of services unlawful or commercially restricted.

Orvenzia may refuse, suspend or terminate services if Orvenzia reasonably believes that providing the services may expose Orvenzia to sanctions, export-control, anti-money laundering, anti-bribery, anti-corruption, fraud, reputational, legal or regulatory risk.

The Client must not use Orvenzia’s services or deliverables for unlawful purposes, misleading submissions, sanctions circumvention, bribery, corruption, fraud, money laundering or other restricted activities.

20. Client Materials

The Client confirms that it has the right to provide all materials, data, documents, information, logos, business records, customer requests, supplier materials and other content supplied to Orvenzia.

The Client is responsible for ensuring that such materials do not infringe third-party rights, confidentiality obligations, data protection obligations or applicable law.

The Client grants Orvenzia the right to use Client materials as necessary to perform the services.

21. Non-Reliance

The Client confirms that it has not relied on any representation, promise, forecast, sales statement, expected outcome, approval expectation, financing expectation, buyer reaction, tender result, ROI statement or commercial prediction not expressly stated in the Service Order.

Examples, case studies, observations, potential benefits and strategic comments are illustrative only and do not constitute guarantees.

22. Limitation of Liability

To the maximum extent permitted by law, Orvenzia is not liable for indirect or consequential loss, including loss of profit, revenue, contracts, customers, opportunity, goodwill, reputation, business interruption, third-party decisions, Client delay, Client information or Client implementation.

Orvenzia’s total aggregate liability arising out of or in connection with the Agreement is limited to the fees actually paid by the Client for the relevant Service Order.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is not permitted by mandatory law, including liability for wilful misconduct and, where required by law, gross negligence.

23. Indemnity

The Client shall indemnify Orvenzia against losses, claims, costs, damages and expenses arising from:

(a) inaccurate, incomplete, misleading, unlawful or unauthorised Client materials;
(b) breach of confidentiality, intellectual property or use restrictions;
(c) unlawful disclosure of personal data or third-party confidential information;
(d) use, alteration, extraction, forwarding or presentation of deliverables outside permitted use;
(e) third-party claims arising from the Client’s use or disclosure of deliverables, except to the extent caused by Orvenzia’s breach of the Agreement.

24. Termination

Orvenzia may suspend or terminate services if the Client fails to pay, fails to provide required information or access, materially breaches the Agreement, misuses deliverables, breaches confidentiality or IP restrictions, provides unlawful or materially inaccurate information, creates unreasonable legal, commercial, security or delivery risk, or uses the services outside the agreed scope.

The Client may terminate only as expressly stated in the Service Order or these Terms.

Termination does not affect accrued payment obligations, confidentiality, data protection, IP restrictions, limitation of liability, indemnity, restricted use or any clause intended to survive termination.

25. Force Majeure

Neither party is liable for failure or delay caused by events outside its reasonable control, including war, terrorism, civil unrest, natural disasters, pandemic, fire, flood, strike, governmental action, utility failure, telecommunications failure, cyberattack, supplier failure, platform failure or similar events.

Affected obligations are suspended for the duration of the event.

Payment obligations for services already performed are not suspended.

26. Notices

Notices must be in writing and sent by email.

Notices to Orvenzia must be sent to support@orvenzia.com.

Notices to the Client must be sent to the email address stated in the Service Order.

Cancellation, termination, breach notices, legal notices and refund claims must be sent by an authorised representative.

27. Assignment

The Client may not assign or transfer the Agreement, any Service Order or any rights or obligations without Orvenzia’s prior written consent.

Orvenzia may assign or transfer the Agreement or any Service Order to an affiliate, successor, acquirer or purchaser of substantially all relevant assets or business operations, provided the assignee assumes Orvenzia’s relevant obligations.

28. Language

The Agreement and all contractual documents are prepared in English unless expressly agreed otherwise.

If any translation is prepared, the English version prevails unless the parties expressly agree in writing that another language version is legally controlling.

29. Governing Law and Disputes

The Agreement is governed by Danish law, excluding conflict-of-law rules that would require the application of another country’s law.

Any dispute arising out of or in connection with the Agreement shall be brought before the competent courts of Denmark, unless mandatory law requires otherwise.

For higher-value international engagements, the Service Order may instead provide for confidential arbitration in Denmark.

30. General Provisions

The Agreement constitutes the entire agreement between the parties regarding the relevant services and supersedes all prior communications, proposals, representations, negotiations and understandings.

No amendment is valid unless agreed in writing by Orvenzia.

Failure or delay in exercising a right does not constitute a waiver.

If any provision is invalid, illegal or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.

Headings are for convenience only and do not affect interpretation.

Clauses intended to survive termination shall survive, including confidentiality, data protection, intellectual property, payment obligations, limitation of liability, indemnity, restricted use, non-reliance, sanctions, language, governing law and dispute resolution.