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2.1  These General Terms and Conditions apply to all Offers, Agreements, andServices of the Service Provider, unless expressly agreed otherwise in writing. 

2.2  Any general terms and conditions of the Client are expressly rejectedand do not apply, unless the Service Provider has accepted them explicitly inwriting. 

2.3  These Terms and Conditions also apply to any follow-on, additional, orfuture assignments between the parties. 

2.4  If any provision of these Terms and Conditions is found to be invalid orunenforceable under any applicable law, the remaining provisions shall remainin full force and effect. The parties shall negotiate in good faith a validreplacement provision that most closely reflects the intent of the original. 

2.5  Where the Client is established outside the Netherlands, these Terms andConditions apply in addition to any mandatory provisions of the applicablelocal law that cannot be excluded by contract. The Service Provider does notwaive any rights under Dutch law by entering into Agreements with internationalclients.

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3.1  All Offers are without obligation and valid for thirty (30) days fromthe date of issue, unless stated otherwise. 

3.2  An Agreement is formed when the Client accepts an Offer in writing(including by email or electronic signature), or when the Service Providerconfirms the Client’s instruction in writing, or when the Service Providercommences performance at the Client’s request. 

3.3  Amendments to the Agreement shall only be binding if agreed in writingby both parties. 

3.4  The Service Provider may adjust scope and/or fees if the Client providesmaterially inaccurate or incomplete information after conclusion of the Agreement. 

3.5  Agreements may be concluded and executed remotely across jurisdictions.Electronic signatures and digital communications are expressly accepted asvalid and binding.

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4.1  The Service Provider shall perform the Services with due care andprofessional skill, in accordance with the standards of a competent independentconsultant active in sustainable, regenerative and blended finance, climateadaptation, water security and regenerative infrastructure. 

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4.2  Unless a specific result has been explicitly agreed in writing, allServices are provided on a best-efforts basis (inspanningsverplichting). TheService Provider does not guarantee any specific financial, technical,regulatory, or project outcome. 

4.3  The Service Provider is entitled to engage qualified subcontractors orexpert partners without requiring prior consent of the Client. The ServiceProvider remains responsible for their work in connection with the Agreement. 

4.4  The Client shall provide all information, data, access, and cooperationreasonably required for proper execution of the Services in a timely manner.Any delay or additional cost resulting from the Client’s failure to do so isentirely for the Client’s account. 

4.5  Timelines and delivery dates communicated by the Service Provider areindicative only, unless expressly agreed as binding in writing. The ServiceProvider shall notify the Client promptly of any anticipated material delay. 

4.6  Where Services involve engagement with third parties such asgovernments, MDBs, the Green Climate Fund (GCF), the EU-LAC Global Gateway,development finance institutions, or project developers, the Service Provideracts solely as an independent advisor and bears no responsibility for thedecisions, conduct, timelines, or outcomes of such third parties.

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5.1  EU Sustainable Finance Regulations. The Service Provider shall use reasonable professional efforts to ensure that its advisory frameworks and Deliverables take into account applicable EU sustainable finance regulations, including the EU Taxonomy Regulation and the Corporate Sustainability Due Diligence Directive (CSDDD), as in force at the time of delivery. The Service Provider does not warrant that its advice will result in compliance with any such regulation by the Client or any project, and the Client remains solely responsible for its own regulatory compliance obligations.

5.2  LAC and Local Regulatory Compliance. For engagements involving projectsor clients in LAC or other non-EU jurisdictions, the Client bears sole and exclusive responsibility for compliance with all applicable local laws and regulations, including but not limited to:

• local environmental laws and permitting requirements;
• indigenous and local community consultation mandates, including obligations arising under ILO Convention No. 169 on Indigenous and Tribal Peoples;
• anti-corruption and integrity laws, including Brazil’s Clean Company Act (Lei 12.846/2013), Colombia’s Anti-Corruption Statute, and any equivalent legislation in the Client’s jurisdiction;
• sector-specific financial regulations applicable to blended finance instruments or green bonds in the relevant jurisdiction;
• any mandatory project approval, environmental impact assessment, or social safeguard requirements imposed by national or regional authorities.

5.3  The Service Provider shall not be liable for any loss, penalty,regulatory sanction, or project failure arising from the Client’s failure to comply with local laws or from changes in local regulatory requirements. The Client shall indemnify and hold harmless the Service Provider from any claim,cost, or liability arising from the Client’s non-compliance with local law.

5.4  The Service Provider reserves the right to suspend or terminate an Agreement if it reasonably concludes that the Client’s project or conduct violates applicable law, international ethical standards, or the Service Provider’s own integrity policy, without liability to the Client for such suspension or termination.

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6.1  The Service Provider provides advisory services only. Nothing in anyAgreement, Offer, Deliverable, or communication from the Service Providerconstitutes a guarantee, representation, or warranty that:

• any project will receive funding, financing approval,or investment from any MDB, GCF, EU-LAC Global Gateway facility, nationaldevelopment bank, private investor, or any other financing source;
• any blended finance structure, adaptation project, orregenerative infrastructure initiative will achieve financial close,disbursement, or commercial viability;
• any green bond, sustainability-linked instrument, orclimate finance vehicle will receive certification, accreditation, orregulatory approval;
• any proposal submitted to a financing institution willbe accepted, prioritised, or processed within any particular timeframe.

6.2  The availability and disbursement of climate finance — including fromMDBs, the GCF, the EU-LAC Global Gateway, and bilateral donors — depends onpolitical, macroeconomic, institutional, and programmatic factors entirelyoutside the Service Provider’s control. Changes in government priorities, donorpolicies, interest rates, geopolitical conditions, or institutional proceduresmay affect project eligibility or funding availability at any time.

6.3  All fees charged by the Service Provider are tied exclusively to thedelivery of advisory Services as described in the applicable Agreement orOffer. Fees are earned upon delivery of the agreed Services and are notcontingent upon, and shall not be subject to clawback on account of:

• the success, approval, disbursement, or performance ofany project or financing transaction;
• decisions made by any MDB, GCF, Global Gatewayfacility, or other financing institution;
• the Client’s ability to raise, deploy, or repay anyfunds;
• any outcome beyond the Service Provider’s directcontrol.

6.4  No fee clawback, success-fee offset, or conditional payment arrangementshall apply unless explicitly agreed in a separate written addendum signed byboth parties prior to commencement of the relevant Services.

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7.1  Fees are as set out in the Offer or Agreement. All fees are exclusive ofVAT (BTW), where applicable, and exclusive of any taxes, withholding taxes,duties, or levies imposed in the Client’s jurisdiction, unless expressly statedotherwise.

7.2  Cross-Border VAT. Where the Client is established outside theNetherlands and the Services qualify as cross-border services, the applicableVAT treatment shall be determined in accordance with Dutch and EU VAT law. Fornon-EU clients, the reverse-charge mechanism or export exemption shall applywhere legally applicable. The Service Provider shall issue invoices inaccordance with applicable Dutch VAT rules.

7.3  Withholding Tax Gross-Up. The Client is solely responsible for alltaxes, withholding taxes, levies, and related obligations arising in its ownjurisdiction in connection with payments to the Service Provider. If anypayment is subject to withholding or deduction by tax authorities in theClient’s jurisdiction, the Client shall gross up each payment so that theService Provider receives the full invoiced amount net of any such withholdingor deduction. The Service Provider shall cooperate reasonably in providingdocumentation required to reduce or eliminate withholding, but cannot guaranteeany particular tax treatment.

7.4  Currency Controls. If the Client is established in a jurisdiction thatimposes restrictions on the transfer of foreign currency (including but notlimited to restrictions on transferring USD or EUR abroad), the Client shall:

• notify the Service Provider in writing prior toconclusion of the Agreement of any such restrictions;
• take all commercially reasonable steps to obtain thenecessary regulatory approvals, licences, or exemptions to effect payment inthe agreed currency;
• bear all costs, penalties, and delays arising from suchcurrency controls.

If payment in the agreed currency cannot beeffected within sixty (60) days of the invoice due date due to currencycontrols, the Service Provider reserves the right to terminate the Agreementwith immediate effect and to seek payment through alternative legal means,including enforcement proceedings in the Client’s jurisdiction.

7.5  Invoices are issued in accordance with the payment schedule agreed inthe Agreement, or otherwise upon completion of each project phase or monthly,at the Service Provider’s discretion.

7.6  Payment is due within thirty (30) days of the invoice date, withoutdeduction, set-off, or suspension, to the bank account designated by theService Provider.

7.7  If the Client fails to pay within the agreed term, the Client is indefault by operation of law (van rechtswege in verzuim), without any noticebeing required. From that date, statutory commercial interest (wettelijkehandelsrente, Article 6:119a Dutch Civil Code) accrues on the outstandingamount, as well as all extrajudicial collection costs. For internationalclients, equivalent remedies under applicable law may also be pursued.

7.8  Invoices may be issued in EUR, USD, or another currency as agreed inwriting. Currency exchange risks arising after issuance of an invoice are borneby the Client.

7.9  For multi-phase or long-term engagements, the Service Provider mayrequire advance payment or staged payments as a condition of commencement orcontinuation of the Services.

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8.1  All intellectual property rights in the Deliverables — including but notlimited to reports, frameworks, financial models, methodologies, tools,databases, software, concepts, and presentations — vest exclusively in theService Provider upon creation, regardless of the jurisdiction in which theServices are performed, unless otherwise agreed in writing.

8.2  Upon full payment of all amounts due under the Agreement, the ServiceProvider grants the Client a non-exclusive, non-transferable, royalty-freelicence to use the Deliverables solely for the Client’s own internal businesspurposes in connection with the project described in the Agreement.

8.3  The Client shall not reproduce, distribute, publish, sublicense, modify,reverse-engineer, or commercially exploit the Deliverables without priorwritten consent of the Service Provider. Any permitted external use (includingin project documentation, grant applications, investor materials, or publicreports) must include appropriate attribution to Altamira Sustainable Finance /ALTAMIRA Regenerative Finance.

8.4  Proprietary Tools and Models. All models, analytical frameworks,financial structuring tools, scoring systems, and methodologies developed by orbelonging to the Service Provider (whether or not incorporated in aDeliverable) are and remain the exclusive property of the Service Provider. TheClient acquires no ownership rights in any such tool or model. Access to anyproprietary tool is granted solely for the duration and purpose of theAgreement and shall not be shared with third parties.

8.5  Pre-existing intellectual property of either party remains the propertyof that party. Nothing in these Terms and Conditions transfers ownership ofpre-existing IP.

8.6  The Service Provider retains the right to use general knowledge,aggregated insights, skills, and experience gained during the Services forother clients and for its own publications, provided no Confidential Informationof the Client is disclosed.

8.7 The Client shall not use, submit,upload, or otherwise provide any Deliverable, or any part thereof, as trainingdata, fine-tuning material, or input for any artificial intelligence, machinelearning, or large language model system, whether proprietary or open-source,without the prior written consent of the Service Provider. This prohibitionapplies regardless of whether the Deliverable is used directly or inanonymised, summarised, or derivative form.

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9.1  Each party shall keep the other party’s Confidential Informationstrictly confidential and shall not disclose it to any third party withoutprior written consent, except as required by applicable law or regulatoryauthority.

9.2  Each party shall use the other party’s Confidential Information only tothe extent necessary for performance of the Agreement.

9.3  These confidentiality obligations survive termination of the Agreementfor a period of five (5) years, reflecting the commercially and politicallysensitive nature of blended finance, climate adaptation, and infrastructureproject information.

9.4  Confidentiality obligations do not apply to information that: (a) is orbecomes publicly available without breach of this Article; (b) was alreadyknown to the receiving party prior to disclosure; (c) is independentlydeveloped without use of the Confidential Information; or (d) must be disclosedby law, court order, or regulatory requirement, in which case the disclosingparty shall give prior written notice where legally permitted.

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10.1 To the extent the Service Provider processes personal data on behalf ofthe Client, the parties shall enter into a data processing agreement(verwerkersovereenkomst) in accordance with the EU General Data ProtectionRegulation (GDPR / AVG) and other applicable data protection laws.

10.2 For Clients outside the EU/EEA, the parties shall implement appropriatesafeguards for cross-border data transfers in accordance with applicable law,including Standard Contractual Clauses where required.

10.3 Each party shall comply with all applicable data protection laws inconnection with the Agreement and shall promptly notify the other party of anydata breach affecting the other party’s data.

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11.1 The Service Provider’s total aggregate liability to the Client for anydamages arising from or in connection with the Agreement — on any legal basis,including breach of contract, tort, or statutory duty — shall be limited to thetotal fees actually paid by the Client to the Service Provider in the three (3)months immediately preceding the event giving rise to the claim.

11.2 The Service Provider shall not be liable for:

• indirect, consequential, incidental, or specialdamages, including loss of profit, loss of revenue, loss of data, loss ofanticipated savings, loss of goodwill, or reputational damage;
• investment decisions, financial losses, or projectoutcomes based on the Service Provider’s advice or Deliverables;
• failure to achieve any funding approval, financialclose, grant award, or regulatory certification in connection with any blendedfinance, climate adaptation, or infrastructure project;
• decisions, delays, or conduct of MDBs, the GCF, theEU-LAC Global Gateway, governments, co-investors, or any other third party;
• inaccurate, incomplete, or misleading informationprovided by the Client or any third party;
• losses arising from currency controls, blockedtransfers, or withholding tax obligations in the Client’s jurisdiction;
• damages arising from Force Majeure events.

11.3 Any claim for damages must be submitted to the Service Provider inwriting within six (6) months of the date the Client discovered or reasonablyshould have discovered the damage, failing which all claims lapse.

11.4 The limitations of liability in this Article do not apply in cases ofintentional misconduct (opzet) or gross negligence (grove schuld) on the partof the Service Provider.

11.5 The Client shall indemnify and hold harmless the Service Provider, itsowner, subcontractors, and agents from any claim, liability, cost, or expensebrought by third parties arising from: (a) the Client’s use or application ofthe Deliverables; (b) the Client’s non-compliance with local law; or (c) theClient’s conduct in connection with any project.

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12.1 Neither party shall be liable for failure or delay in performance causedby Force Majeure, including circumstances affecting the international financialsystem, development finance institutions, multilateral bodies, or cross-borderproject environments relevant to the Services.

12.2 The affected party shall notify the other party in writing as soon aspracticable and shall use reasonable efforts to mitigate the impact.

12.3 If a Force Majeure event continues for more than sixty (60) consecutivedays, either party may terminate the Agreement by written notice, withoutliability for damages, except that the Client shall pay for all Servicesrendered and costs incurred up to the termination date.

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13.1 The Agreement commences on the agreed start date and continues for theduration set out in the Agreement or Offer.

13.2 Either party may terminate the Agreement by written notice with one (1)calendar month’s notice, if continued performance has become substantiallyimpeded or impossible due to circumstances not attributable to the terminatingparty.

13.3 Either party may terminate the Agreement with immediate effect if theother party: (a) materially breaches the Agreement and fails to remedy suchbreach within fourteen (14) days of written notice; or (b) becomes insolvent,is declared bankrupt, enters into liquidation, applies for a moratorium(surseance van betaling), or ceases to carry on business.

13.4 Upon termination for any reason:

• the Client shall immediately pay all fees for Servicesrendered and non-cancellable costs incurred up to the termination date; alloutstanding invoices become immediately due and payable;
• each party shall promptly return or destroy the otherparty’s Confidential Information upon request;
• the following Articles survive termination: 8 (IP), 9(Confidentiality), 10 (Data Protection), 11 (Liability), 15 (DisputeResolution), and this Article 13.4.

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14.1 During the term of the Agreement and for twelve (12) months after itstermination, neither party shall directly or indirectly solicit, recruit, orengage any employee, subcontractor, or advisor of the other party who wasinvolved in the performance of the Services, without prior written consent.

14.2 Breach of this Article entitles the non-breaching party to a contractualpenalty of EUR 15,000 per breach, without prejudice to the right to claim fullcompensation for any damages suffered.

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15.1 These Terms and Conditions and all Agreements are governed exclusivelyby the laws of the Netherlands, without regard to its conflict of laws rules.The United Nations Convention on Contracts for the International Sale of Goods(CISG) is expressly excluded.

15.2 Any dispute arising from or in connection with the Agreement shall firstbe referred to good-faith negotiation between the parties for a period ofthirty (30) days from written notice of the dispute.

15.3 Tiered Dispute Resolution. If the dispute is not resolved throughnegotiation within the period referred to in Article 15.2, the followingapplies:

(a)  Disputes with a value below EUR 25,000 (twenty-five thousand euros): thedispute shall be submitted exclusively to the competent court of The Hague(Rechtbank Den Haag), the Netherlands.

(b)  Disputes with a value of EUR 25,000 or above, or disputes involvingClients established outside the Netherlands: the dispute shall be finallyresolved by arbitration under the Rules of Arbitration of the InternationalChamber of Commerce (ICC), by one (1) arbitrator appointed in accordance withsaid Rules. The seat of arbitration shall be The Hague, the Netherlands. Thelanguage of the arbitration shall be English. The arbitral award shall be finaland binding on both parties.

15.4 Notwithstanding Article 15.3, the Service Provider reserves the right toseek urgent interim relief (including injunctions or attachment orders) beforeany competent court in the Netherlands or in the Client’s jurisdiction, withoutthis constituting a waiver of the right to arbitration.

15.5 The Service Provider further reserves the right to enforce paymentobligations, including unpaid invoices, before any competent court in theClient’s jurisdiction where the Client has assets, regardless of the disputeresolution mechanism agreed herein.

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16.1 These Terms and Conditions may be amended by the Service Provider at anytime. Amendments take effect for new Agreements immediately upon publicationand for existing Agreements thirty (30) days after written notification to theClient.

16.2 Failure by either party to enforce any provision shall not constitute awaiver of that or any other right.

16.3 The Service Provider may assign its rights and obligations to asuccessor entity or affiliated party without the Client’s prior consent. TheClient may not assign its rights without prior written consent of the ServiceProvider.

16.4 These Terms and Conditions, together with the Agreement and anyapplicable Offer, constitute the entire agreement between the parties withrespect to their subject matter and supersede all prior representations,negotiations, and understandings.

16.5 These Terms and Conditions are filed with the Dutch Chamber of Commerce(Kamer van Koophandel) under CCI number 82465681. A copy is available uponrequest and on the Service Provider’s website.

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