Legal

General Terms and Conditions

Last updated: 5 May 2026

Bluepeak.energy B.V. version 2025

Article 1. Definitions

In these General Terms and Conditions, the following definitions apply:

  • Bluepeak.energy; Bluepeak.energy B.V., registered at Euclideslaan 55, 3584 BM Utrecht, the Netherlands, Chamber of Commerce number 97646067.
  • Client; any natural person or legal entity that enters into or intends to enter into an Agreement with Bluepeak.energy.
  • Agreement; any agreement between Bluepeak.energy and the Client for the provision of Services, including any amendments or supplements thereto.
  • Services; all work, advice, analyses, deliverables, and other activities performed by Bluepeak.energy, including but not limited to Energy Asset Management, advisory services, and related consultancy.
  • Deliverable; any document, report, model, analysis, or other output produced by Bluepeak.energy in the context of an Agreement.

Article 2. Applicability

  1. These General Terms and Conditions apply to all offers, quotations, Agreements, and Services of Bluepeak.energy, unless explicitly agreed otherwise in writing.
  2. Any general terms and conditions of the Client are expressly rejected, unless Bluepeak.energy has accepted them in writing.
  3. Where these Terms and Conditions conflict with the provisions of a specific Agreement, the Agreement shall prevail.
  4. Bluepeak.energy reserves the right to amend these Terms and Conditions. The most current version applies to all new Agreements from the date of publication.

Article 3. Offers and Formation of Agreement

  1. All offers and quotations by Bluepeak.energy are non-binding unless explicitly stated otherwise in writing.
  2. An Agreement is formed upon written confirmation by Bluepeak.energy or upon commencement of performance of the Services.
  3. Obvious errors or mistakes in an offer do not bind Bluepeak.energy.

Article 4. Performance of Services

  1. Bluepeak.energy shall perform the Services with reasonable care and professional diligence, in accordance with applicable professional standards.
  2. Bluepeak.energy operates on a best-efforts basis (inspanningsverplichting) unless a specific result has been explicitly agreed in writing.
  3. Bluepeak.energy is entitled to engage third parties in the performance of Services where appropriate. Bluepeak.energy remains responsible for the overall quality of delivery.
  4. The Client shall provide all information, access, and cooperation reasonably required for the performance of the Services in a timely and accurate manner. Bluepeak.energy is not liable for delays or deficiencies resulting from incomplete or inaccurate information provided by the Client.
  5. Timelines and delivery dates are indicative unless explicitly agreed as firm deadlines in writing.

Article 5. Client Obligations

  1. The Client shall ensure timely availability of all relevant information, data, and access required by Bluepeak.energy to perform the Services.
  2. The Client shall promptly notify Bluepeak.energy of any changes in circumstances that may affect the Services.
  3. The Client is responsible for decisions taken on the basis of Bluepeak.energy's Deliverables or advice.

Article 6. Fees and Payment

  1. Fees are as agreed in the relevant Agreement or as stated in Bluepeak.energy's most recent fee schedule.
  2. Unless agreed otherwise, invoices are payable within 30 days of the invoice date.
  3. All prices are exclusive of VAT and other applicable taxes, unless stated otherwise.
  4. In the event of late payment, the Client shall owe statutory commercial interest (wettelijke handelsrente) from the due date, as well as reasonable extrajudicial collection costs.
  5. Bluepeak.energy is entitled to adjust its fees annually in line with the CBS price index (CPI) or as otherwise agreed in writing.
  6. Bluepeak.energy may require a reasonable advance payment prior to commencement of Services.

Article 7. Intellectual Property

  1. All intellectual property rights in Deliverables, including reports, analyses, models, methods, and tools rest with Bluepeak.energy, unless explicitly agreed otherwise in writing.
  2. Upon full payment, the Client is granted a non-exclusive, non-transferable right to use the Deliverables for the purposes for which they were prepared.
  3. The Client shall not reproduce, publish, or make available Deliverables to third parties without prior written consent of Bluepeak.energy.
  4. Bluepeak.energy retains the right to use knowledge, experience, and methodologies developed in the course of Services for other purposes, provided no confidential information of the Client is disclosed.

Article 8. Confidentiality

  1. Both parties shall treat all information received from the other party that is reasonably to be considered confidential as strictly confidential, and shall not disclose it to third parties without prior written consent.
  2. This obligation does not apply to information that is publicly available, independently developed, or that must be disclosed pursuant to a legal obligation or court order.
  3. The confidentiality obligation continues for a period of three years after termination of the Agreement, unless otherwise agreed.

Article 9. Disclaimer and Limitation of Liability

  1. Bluepeak.energy's Deliverables are prepared for informational and advisory purposes only. No representation or warranty, express or implied, is made as to the accuracy, completeness, or fitness for any particular purpose.
  2. Nothing in Bluepeak.energy's Deliverables or communications constitutes legal, financial, tax, or investment advice unless explicitly agreed in writing.
  3. Bluepeak.energy's total liability for direct damages arising from an Agreement is limited to the total fees paid by the Client under that Agreement in the twelve months preceding the claim.
  4. Bluepeak.energy shall not be liable for indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of data, or reputational damage.
  5. Any claim for damages lapses if not submitted in writing within twelve months of the Client becoming aware of the damage.
  6. The limitations in this Article do not apply in cases of wilful misconduct (opzet) or gross negligence (grove nalatigheid) on the part of Bluepeak.energy.

Article 10. Force Majeure

  1. Bluepeak.energy is not liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, government measures, cyberattacks, power outages, or failure of third-party suppliers.
  2. In the event of a force majeure situation lasting more than 60 days, either party may terminate the Agreement in writing without liability, with due settlement of Services already performed.

Article 11. Suspension and Termination

  1. Bluepeak.energy may suspend performance of Services if the Client fails to fulfil its obligations, including timely payment, after written notice and a reasonable cure period.
  2. Either party may terminate the Agreement in writing with immediate effect if the other party is declared insolvent, applies for suspension of payments, or materially breaches the Agreement and fails to remedy such breach within 14 days of written notice.
  3. Upon termination, all outstanding invoices become immediately due and payable. Bluepeak.energy shall invoice for Services rendered up to the date of termination.
  4. Provisions that by their nature survive termination, including Articles 7, 8, 9, and 13 shall remain in full force.

Article 12. Data Protection

  1. To the extent Bluepeak.energy processes personal data on behalf of the Client, the parties shall conclude a data processing agreement as required under the GDPR.
  2. Bluepeak.energy processes personal data in accordance with its Privacy Policy, available at bluepeak.energy.

Article 13. Governing Law and Disputes

  1. These General Terms and Conditions and all Agreements between Bluepeak.energy and the Client are governed exclusively by the laws of the Netherlands.
  2. Any disputes arising from or in connection with these Terms and Conditions or an Agreement shall be submitted to the exclusive jurisdiction of the competent court in Utrecht, the Netherlands.
  3. Prior to initiating legal proceedings, parties shall make reasonable efforts to resolve disputes through mutual consultation.

Article 14. Miscellaneous

  1. These Terms and Conditions are available in English. In the event of a discrepancy between language versions, the Dutch version shall prevail.
  2. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force.
  3. Failure by either party to enforce any provision shall not constitute a waiver of that right.
  4. These Terms and Conditions are registered with the Chamber of Commerce in Utrecht.

Bluepeak.energy B.V., Utrecht, May 2026