01Contracting parties and introductory provisions
These terms of business are business terms within the meaning of Section 1751 of Act No. 89/2012 Coll., the Civil Code (‘Civil Code’), and govern the rights and obligations of the parties arising from a service agreement concluded between Elvian Projects SE (the ‘Provider’) and its customer (the ‘Client’). Deviating provisions of the contract take precedence. Construction works, works contracts, EPC contracts, memoranda of cooperation and joint venture agreements are always agreed individually; these terms of business apply to them only on a subsidiary basis, to the extent that the contract does not provide otherwise.
Provider
| Business name | Elvian Projects SE |
| Legal form | European company (Societas Europaea) |
| Registered office | Na Folimance 2155/15, 120 00 Prague 2, Czech Republic |
| Company ID (IČO) | 22290389 |
| Registration | Commercial Register kept by the Municipal Court in Prague, Section H, Insert 2707 |
| Contact e-mail | jiri.stiburek@elvian.cz |
| Contact person | Jiri Stiburek, Member of the Board · jiri.stiburek@elvian.cz · +420 731 571 472 |
The Provider is not registered for VAT. Should it become registered for VAT during the contractual relationship, VAT at the applicable statutory rate will be added to the prices.
Client
The Client is an entrepreneur within the meaning of Section 420 of the Civil Code or a public-law entity (municipality, region, state organisation, distribution company). The contractual relationship is governed by the business-to-business (B2B) regime; the consumer-protection provisions of the Civil Code do not apply.
02Scope of services
The Provider provides, in particular, the following services:
- Energy project development — identification and assessment of opportunities, feasibility studies, techno-economic analyses, solution concepts (distribution networks, distributed generation, energy islands, flexibility aggregation).
- Project preparation — project and partnership structure, schedule, budget, preparation of documentation for permitting procedures and for financing institutions.
- Project management and coordination of implementation — managing the project on behalf of the Client, coordinating contractors and technology partners; the implementation itself is carried out by the implementation partner (as a rule Elvian Technologies s.r.o.) under a separate contract.
- Advisory services and representation — advice on regulation, financing and project organisation, representation of the Client in dealings with partners, authorities and investors within the scope of the power of attorney granted.
- Investment materials — preparation of information memoranda, presentations and materials for investors and financing institutions.
The scope, deliverables and deadlines of a specific service are set out in the contract, the order or a quotation confirmed in writing. An order is accepted upon confirmation by the Provider (including by e-mail).
03Price and payment terms
- The price is agreed in the contract or quotation — as a lump sum, an hourly or daily rate, or a fee linked to project milestones (success fee). Unless agreed otherwise, prices are stated in CZK or EUR exclusive of VAT.
- Invoices are payable within 14 days of issue; for long-term projects, invoices are issued monthly or upon reaching a milestone. Payment is deemed made when the amount is credited to the Provider’s account.
- Reasonably incurred expenses (travel, translations, administrative and court fees, external expert opinions) are payable in addition to the price, subject to prior approval.
- In the event of late payment, the Provider is entitled to statutory default interest and compensation for the costs associated with recovering the receivable; where payment is more than 30 days overdue, the Provider may suspend the provision of services.
04Rights and obligations of the parties
Provider
- Provides services with professional care, in accordance with the laws of the Czech Republic and — for projects in Ukraine — the laws of Ukraine, and in accordance with the Client’s instructions; it will warn the Client of any inappropriate instruction.
- Keeps the Client informed on an ongoing basis of the status of the project, risks and decisions requiring the Client’s cooperation.
- Is not liable for decisions of third parties (authorities, the regulator, financing institutions, partners) or for the outcome of permitting and tender procedures that it prepares as part of its performance.
Client
- Provides in good time complete and accurate documents, information and decisions necessary for performance; any delay in cooperation extends the performance deadlines by a corresponding period.
- Upon request, provides information on its ownership structure and beneficial owners to the extent necessary for sanctions and KYC screening. The Provider may refuse performance or terminate the contract if it transpires that the Client or its beneficial owner is subject to EU, Czech or Ukrainian sanctions.
- Refers to the Provider as a project partner only in a manner agreed in advance.
05Liability and damages
The Provider is liable for damage caused by a breach of its obligations up to the amount of the fees paid by the Client for the last 12 months under the relevant contract, unless the damage was caused intentionally or through gross negligence. Lost profit and indirect and consequential damage are not compensated. The Provider is not liable for damage arising from untrue or incomplete documents provided by the Client, from decisions of third parties or from force majeure events.
06Defective performance
The Client shall notify defects in deliverables in writing without undue delay, at the latest within 30 days of their handover. The Provider shall remedy the defect within a reasonable period by correcting or supplementing the deliverable; where this is not possible, it shall grant a reasonable price reduction.
07Term and termination
- The contract is concluded for a definite period (until completion of performance) or for an indefinite period. A contract for an indefinite period may be terminated by either party by notice with a notice period of 1 month; for project contracts, the notice period is agreed individually according to the project phase.
- Either party may terminate the contract with immediate effect in the event of a material breach by the other party that has not been remedied within 15 days of a request to do so, in the event of the other party’s insolvency, or upon identification of a sanctions risk under Article 04.
- Upon termination, the Client shall pay for the services provided up to the date of termination and for approved expenses; the Provider shall hand over work-in-progress deliverables.
08Force majeure
The parties are not liable for delays caused by force majeure events — in particular a state of war (martial law), hostilities and their consequences in the territory of Ukraine, decisions of public authorities, natural disasters, infrastructure outages and sanctions measures. The affected party shall inform the other party of any such event without delay; if the event lasts longer than 3 months, either party may withdraw from the contract.
09Subcontractors and the group
The Provider may perform through Elvian group companies (Elvian Technologies s.r.o., TOV ‘Elvian Ukraine’) and specialist subcontractors, for whose performance it is liable as for its own. The delivery of technology and the performance of construction works are governed by a separate contract with the implementation partner.
10Confidentiality
The parties shall keep confidential all information of a commercial, technical and financial nature obtained in connection with the contract, including the content of project documentation, memoranda and negotiations with third parties, for the duration of the contract and for 5 years after its termination. This obligation does not apply to information that is publicly known or requested by a public authority.
11Intellectual property
Upon payment in full, the Client may use the deliverables (studies, analyses, concepts, documents) for the purposes of the project concerned without restriction. The Provider’s know-how, methodologies, templates and general knowledge remain its property, and the Provider may use them in other projects without thereby breaching confidentiality.
12Personal data protection
The processing of personal data of the parties’ contact persons is governed by the Privacy Notice. Where the Provider processes personal data of third parties on behalf of the Client, the parties shall conclude a data processing agreement under Art. 28 GDPR.
13Communication and service of documents
The parties communicate primarily by e-mail to the addresses stated in the contract; documents with legal effect (notice of termination, withdrawal, complaints) are delivered by e-mail with confirmation of receipt, via the Czech data box system or by registered mail to the registered office address.
14Final provisions
- Governing law and disputes: the contractual relationship is governed by the laws of the Czech Republic; disputes shall be decided by the courts of the Czech Republic having local jurisdiction according to the Provider’s registered office, unless the parties agree on arbitration in the contract.
- References: the Provider names the Client as a reference only with the Client’s prior written consent.
- Amendments to the terms: the Provider may amend them to a reasonable extent under Section 1752 of the Civil Code; it will give notice of any amendment at least 30 days in advance, and the Client is entitled to reject it and terminate the contract by notice.
- Language: these terms are drawn up in Czech, English and Ukrainian; in the event of any discrepancy, the Czech version prevails.