Terms and Conditions

1. Company Information​

Company: Orvenzia
Address: 9900 Frederikshavn, Denmark
Email: support@orvenzia.com
CVR/VAT: 45828697

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2. Contractual Basis and Order of Precedence​

2.1. The agreement between Orvenzia and the Client consists of:
(a) the Service Order / Order Confirmation (including scope, pricing and delivery),
(b) these Terms & Conditions,
(c) any Data Processing Agreement (if applicable),
(d) any Non-Disclosure Agreement (if applicable).

2.2. In the event of conflict, the documents shall prevail in the order listed above.

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3. Scope of Services and Limitations​

3.1. Orvenzia provides advisory and documentation-based services, including (depending on package) ESG screening and recognized VSME report, gap analysis, policy and template material, governance setup, KPI frameworks and implementation roadmaps. Orvenzia also offers a Subscription (advisory retainer) providing ongoing guidance and stakeholder request support within an agreed scope as set out in the Service Order.

3.2. All deliverables constitute management decision support and implementation guidance.
Orvenzia does not provide audit services, legal advice, assurance, certification or statutory verification unless explicitly agreed in writing with a qualified third party.

3.3. Orvenzia does not guarantee specific commercial outcomes, contract awards, financing approval or regulatory acceptance. Implementation and operational execution remain the Client’s responsibility.

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4. Delivery Timeline and Preconditions​

4.1. Delivery timelines commence once (a) payment has been received and (b) required client inputs have been provided as specified in the Service Order (“Start Date”).

4.2. Indicative delivery timelines:

Baseline: 20–30 business days
Core: 30–60 business days
Enterprise: 30–90 business days
Subscription: ongoing delivery as specified in the Service Order (e.g., monthly/quarterly cadence).
(unless otherwise agreed)

4.3. Delays in the provision of required inputs may result in corresponding delivery delays.

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5. Client Responsibilities and Data Accuracy​

5.1. The Client is responsible for providing complete, accurate and timely information, including relevant documents, data, internal descriptions and confirmations.

5.2. Orvenzia relies on information supplied by the Client and assumes no responsibility for the accuracy or completeness of underlying data.

5.3. The Client shall appoint a contact person with sufficient authority and access to relevant internal resources.

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6. Pricing, VAT and Payment Terms​

6.1. All prices are stated exclusive of VAT unless otherwise stated.

• Denmark: +25% VAT

• EU B2B with a valid VAT number: reverse charge (where applicable)

6.2. Standard pricing (from):

• Baseline: from €2,490

• Core: from €4,790

• Enterprise: from €9,590

• Subscription: from €99
  Final pricing and scope are confirmed in the Service Order.

6.3. Payment structure:

• Baseline: 100% up front or 50% at start, 50% mid-project, unless otherwise agreed.

• Core and Enterprise: 35% at start, 35% mid-project, 30% upon delivery (35/35/30), unless otherwise agreed.

• Subscription: billed in advance per billing cycle as stated in the Service Order (monthly/quarterly/annual). Subscription is subject to a minimum commitment term of twelve (12) months, unless otherwise agreed in the Service Order.

6.4. Delivery capacity (“slots”) is reserved only once payment has been received. Orvenzia is not required to allocate delivery capacity or commence Services before payment is received.

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7. Changes and Additional Work​

7.1. Services are delivered on a fixed-scope basis as defined in the Service Order.

7.2. Any additional analyses, meetings, data work or expanded deliverables require written approval and may be subject to additional fees.

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8. Review, Feedback and Acceptance​

8.1. The Client shall provide consolidated feedback within five (5) business days of receiving draft deliverables, unless otherwise agreed.

8.2. Unless specified otherwise, one consolidated revision round is included. Additional revisions may be charged.

8.3. Deliverables are deemed accepted if no feedback is provided within the agreed timeframe.

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9. Confidentiality​

9.1. Both parties shall treat all confidential information as strictly confidential and use it solely for the purpose of fulfilling the agreement.

9.2. Confidentiality obligations survive termination of the agreement.

9.3. A separate NDA may be executed upon request.

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10. Data Protection​

10.1. Orvenzia processes personal data in accordance with applicable data protection laws and Orvenzia’s Privacy Policy.

10.2. Where Orvenzia acts as a data processor, a Data Processing Agreement shall be executed if required.

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11. Intellectual Property​

11.1. The Client receives a right to use deliverables specifically produced for the Client.

11.2. Orvenzia retains ownership of all methodologies, templates, frameworks, know-how and tools, including those embedded in deliverables. The Client receives a non-exclusive right to use such materials as part of the service.

11.3. Orvenzia may reuse anonymised learnings and generic structures for internal methodology development.

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12. Subcontractors​

12.1. Orvenzia may engage subcontractors for parts of the delivery, provided Orvenzia remains responsible for performance and confidentiality obligations are maintained.

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13. Limitation of Liability​

13.1. To the maximum extent permitted by law, Orvenzia shall not be liable for any indirect or consequential loss, including loss of profit, revenue, data or goodwill.
13.2. Orvenzia’s total aggregate liability arising out of or in connection with the Services shall be limited to the fees actually paid by the Client for the relevant Service Order (unless mandatory law provides otherwise).
13.3. The Client remains solely responsible for decisions made and actions taken based on the Deliverables.

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14. Cancellation and Reservation Fees​​

14.0 Definitions.
(a) “Contract Price” means the total agreed price for the ordered service as stated in the signed Service Order/SOW (excluding VAT unless explicitly stated otherwise).

(b) “Commencement” occurs at the earliest of: (i) the Start Date as defined in clause 4.1, (ii) kickoff held, (iii) data request issued, (iv) access to Client systems/data is granted, or (v) any work product is started.

14.1 How to submit cancellation (valid notice).
Cancellation must be submitted in writing by an authorised signatory of the Client and sent to Orvenzia by email to support@orvenzia.com. Cancellation is effective only when received by Orvenzia. Phone/voicemail/SMS/DMs are not valid notice unless Orvenzia confirms receipt in writing.

14.2 Baseline — cancellation after signing before payment (reservation fee).
If the Client cancels after signature but before any payment is made, the Client shall pay a reservation fee equal to 25% of the Contract Price, due immediately upon cancellation and invoiceable by Orvenzia. The reservation fee is agreed liquidated damages reflecting reserved capacity and administrative onboarding and is not a penalty.

14.3 Baseline — 100% upfront deposit (10-day partial refund).
If purchased with a 100% upfront deposit, the Client may cancel within 10 calendar days from signature and receive a refund of 50% of amounts paid. The remaining 50% is non-refundable. After the 10-day period, or upon Commencement (whichever occurs first), all fees are non-refundable.

14.4 Baseline — 50/50 payment plan (10-day cancellation, no refund).
If purchased on a 50/50 payment plan, the Client may cancel within 10 calendar days from signature; however, no amounts paid are refundable. Any invoiced or due amounts remain payable. After the 10-day period, or upon Commencement (whichever occurs first), all fees are non-refundable.

14.5 Core & Enterprise — cancellation (reservation fee; no refund).
For Core and Enterprise, if the Client cancels after signature, the Client shall pay a reservation fee equal to 10% of the Contract Price, due immediately upon cancellation if not already paid and invoiceable by Orvenzia. The reservation fee is agreed liquidated damages reflecting reserved capacity and administrative onboarding and is not a penalty. The Client may cancel within 10 calendar days from signature; however, no amounts paid are refundable. After the 10-day period, or upon Commencement (whichever occurs first), all fees are non-refundable, and the Client shall pay for work performed to date and any non-recoverable costs incurred by Orvenzia.

14.6 Exclusive remedies.
Refunds (if any) are strictly limited to the cases stated in this Section 14. No other refunds apply.

14.7. Orvenzia may terminate the agreement in the event of material breach, including non-payment or failure to provide required inputs.

14.8. Subscription (12-month commitment): The Subscription is entered into for a minimum term of twelve (12) months (“Initial Term”) as stated in the Service Order. The Subscription may be terminated for convenience only at the end of the Initial Term (or any Renewal Term) with thirty (30) days’ written notice, unless otherwise stated in the Service Order. Fees paid are non-refundable.

14.9 Renewal. Unless the Client gives notice in accordance with clause 14.8, the Subscription renews automatically for successive twelve (12) month periods (“Renewal Term”) on the same terms, unless otherwise agreed in the Service Order.

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15. Force Majeure​

15.1. Neither party shall be liable for failure to perform due to force majeure events beyond reasonable control, provided the affected party promptly notifies the other party.

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16. Governing Law and Jurisdiction​

16.1. This agreement is governed by Danish law. Mandatory provisions of EU law shall apply where relevant.

16.2. Any dispute shall be finally settled by the competent courts of Denmark.