Sunveon General Terms and Conditions for Products and Services

Definitions

Genergia S.L.: the entity responsible for the products and services offered through the domain https://sunveon.com and its subdomains. For legal and contractual purposes, and solely within the scope of this site and the provision of services associated with it, the company Genergia S.L. shall be identified as Sunveon.

Client: a legal entity, professional, or business undertaking who contracts Sunveon’s products and/or services. Sunveon’s products and services are not intended for Consumers and Users.

Contracting Person: a natural person with full legal capacity to contract, in their own name or on behalf of a legal entity, Sunveon’s products and services, under the terms set out in these conditions.

Conditions, General Conditions: all clauses included herein, intended to govern the Products and Services provided to Clients, without requiring individual negotiation. Acceptance thereof is a necessary condition for contracting the products or services offered.

Specific Conditions: clauses that, where applicable, supplement or modify the General Conditions for a given Product or Service. The Specific Conditions shall be expressly set out in the corresponding Service Order, shall prevail over the General Conditions in the event of any contradiction, and shall require the Client’s acceptance to be applicable.

Service Order: the specific document accepted by the Client that details the scope, technical features (users, credits, functionalities), Fees, the Initial Term, and, where applicable, the specific conditions of the contracted Product or Service.

Contract: the complete legal relationship consisting of (i) these General Terms and Conditions of Contracting, (ii) the Service Order accepted by the Client together with its Specific Conditions, and (iii) its Annexes.

Sunveon Products and Services: the set of solutions, technologies, developments, tools, applications, platforms, software modules, application programming interfaces (APIs), simulation models, algorithms, technical information, documentation, manuals, content, support services, consulting, training, integration and any other products or services that Genergia S.L. makes available to the Client under the Sunveon brand, whether in SaaS, on-premise, hybrid mode or any other current or future form of delivery.
This definition likewise includes any updates, enhancements, new versions, adaptations, patches, evolutionary developments or add-ons that Sunveon may incorporate or supply during the term of the Contract, unless expressly agreed otherwise in the Service Order and its Specific Conditions.

Identification of the Parties in these General Conditions

The products and services governed by these General Conditions are offered by Genergia S.L., a company incorporated under the laws of Spain, with registered office at C/ Musgo 2, 1.º, Planta C, Edif. Europa II, 28023 Madrid, tax ID (NIF) B85802817, telephone number +34 91 xxxx, and contact email support@sunveon.com, holder of the domain https://sunveon.com/.

For the purposes of these General Conditions:

Client shall mean the natural or legal person for whose benefit Sunveon’s products and services are acquired or provided under the domain https://sunveon.com and any of its subdomains, and who holds the rights of use thereof.
Contracting Person shall mean the natural person who, acting in their own name or on behalf of a third party, formalizes acceptance of these General Conditions using the mechanisms enabled for that purpose.

If the Contracting Person acts in their own name, they shall be deemed, for all purposes, to be the Client. If acting on behalf of a third party, such third party shall be deemed the Client. The Contracting Person represents and warrants that they have sufficient authority to act on behalf of such third party, assuming the consequences arising from any lack of valid authorization or representation.

Conditions and Obligations of the Contracting Person

The Contracting Person declares and warrants that, at the time of formalizing the contracting of Sunveon products or services:

They are of legal age and have sufficient legal capacity to contract in their own name or, as applicable, on behalf of a third party, and in all cases act within the framework of a business, professional or institutional activity, whether as a sole trader, commercial company, legal entity, or a natural person acting in the name and on behalf of any of the foregoing.
They have provided true, complete, current and accurate information and undertake to keep it updated throughout the term of the contract.
They do not contract the products or services for unlawful purposes nor for purposes contrary to contractual good faith, expressly including activities of benchmarking, competitive analysis, reverse engineering, or other practices that infringe the Provider’s rights or the legitimate purpose of the services.
They undertake to diligently safeguard the access credentials assigned to them, prevent unauthorized use by third parties, and promptly notify any security incident, loss, or improper access that could compromise the integrity of the system or data.

Purpose

These General Conditions govern the terms and conditions applicable to the contracting, access to and use of any service offered by Genergia S.L. through its Sunveon brand.
These General Conditions apply to all contractual relationships of a business or professional nature entered into between Sunveon and its Clients, whether sole traders, professionals, commercial companies or legal entities, in accordance with applicable regulations.

The following documentary hierarchy shall apply for the interpretation and performance of the Contract, prevailing in the event of conflict: 1. the Service Order and its Specific Conditions; 2. these General Conditions; 3. the Annexes.
The products and services offered by Sunveon under these General Conditions comply with Spanish law.

Responsibility for Regulatory Compliance

Sunveon’s products and services are intended to provide support for modelling, simulation and technical and financial analysis in projects in the energy sector, including projects with storage systems, renewable installations and hybrid solutions, with the purpose of facilitating strategic planning, evaluation of alternatives and informed decision-making.

It is the Client’s exclusive responsibility to verify that the use of the services and the results obtained comply with the legal, regulatory or market requirements applicable to its activity, sector or location, including, where applicable, energy, financial or investment regulations.

Sunveon shall not assume any responsibility for the Client’s failure to comply with such requirements, except where such non-compliance derives directly from Sunveon’s own breach of legal obligations enforceable upon it as a service provider.

Price and Payment Terms

Unless the Service Order and its Specific Conditions establish a different regime, the following general conditions on price and payment shall apply:

The Client shall pay the price of the contracted service in accordance with the rates and conditions detailed in the accepted Service Order. The features of each licence (e.g., number of users, simulation credits, and enabled functionalities) shall be those stated in the Service Order.
Unless expressly indicated otherwise, prices do not include Value Added Tax (VAT) or other applicable taxes or surcharges, which shall be added to the final amount in accordance with current regulations.
Payment shall be in advance for the contracted period, upon invoice issuance, unless the Service Order provides otherwise. If non-advance payment is agreed, invoices shall fall due 7 calendar days from issuance, unless otherwise agreed in the Service Order.
Unless otherwise stated in the Service Order, payments shall be made in euros using the payment methods enabled by Sunveon from time to time.
Any discounts or promotional conditions shall only apply if the Client meets the established requirements and only under the terms stated in the Service Order. Unless expressly agreed, they shall not be cumulative.
Sunveon may update the applicable rates in accordance with the section below. The Client may object by choosing not to renew under the terms of the Contract.
Increases in users, credits, or functionalities shall give rise to a pro-rated price adjustment for the current period (or full price if so provided in the Service Order). Reductions shall take effect from the next contracted period, unless expressly agreed otherwise.
Late payment shall accrue default interest pursuant to Law 3/2004 on combating late payment in commercial transactions, or, where applicable, at the rate agreed in the Service Order, in addition to reasonable collection costs. Sunveon may suspend access to the service upon prior notice with 7 days’ lead time if non-payment persists, without prejudice to the Client’s obligation to pay accrued amounts.
The Client may not withhold or set off payments due with its own credits except with Sunveon’s express written consent or by virtue of a final administrative or judicial decision that so permits.
Any disagreement with an invoice must be notified in writing within 7 calendar days from receipt, detailing the disputed items. The undisputed portion of the invoice shall remain payable on its due date.
Unless expressly provided in the Service Order or by mandatory law, payments made are non-refundable.

Rate Update Mechanism

If the Service Order sets out a specific rate update mechanism, that mechanism shall apply. If the Service Order does not establish a specific update mechanism, or the Contract automatically renews after the Initial Term, the following indexation shall apply: Fees shall be updated automatically on 1 January each year by applying the year-on-year variation of the Harmonised Index of Consumer Prices (HICP) for the euro area corresponding to the previous November, with a minimum of 4%. Without prejudice to the foregoing automatic update, Sunveon may modify its rates for future renewal periods where the update requires a variation different from or greater than that established by the HICP. In such case, the modification shall be notified to the Client at least 90 calendar days in advance. If not accepted, the Client may terminate the contract without penalty before the date the new rates take effect; continued use of the service after those rates enter into force shall be deemed tacit acceptance thereof.

Invoicing shall always be electronic; invoices shall be made available to the Client through the enabled channels or, as applicable, sent to the email address indicated during the contracting process.

In the event of non-payment or late payment, Sunveon may temporarily suspend access to the contracted services until the situation is regularized. If non-payment persists for more than twenty-five (25) business days, Sunveon may terminate the contract early and definitively, without prejudice to claiming amounts due and default interest pursuant to Law 3/2004 on measures to combat late payment in commercial transactions.

Under no circumstances shall refunds be accepted for services already contracted and prepaid. The amount corresponding to the contracted period shall be invoiced in full, regardless of whether the Client makes effective use of the service. For services of indefinite duration with periodic billing, the current period shall be invoiced in full even if the Client decides to terminate early.

Term

Unless the Service Order and its Specific Conditions establish a different regime, this Agreement shall enter into force on the date the corresponding Service Order is accepted by the Client and shall remain in force for an Initial Term of twelve (12) months. Upon expiry of the Initial Term, the Agreement shall automatically renew for successive periods of twelve (12) months (each, a “Renewal Term”), unless either Party notifies the other in writing of its intention not to renew at least three (3) months prior to the end date of the Initial Term or the current Renewal Term.

Sunveon’s Obligations

As the provider of the products and services governed by these General Conditions, Sunveon undertakes to:

Inform the Client, with reasonable advance notice and through the enabled channels, of any material modification affecting the content of these General Conditions of Contracting.
Notify the Client, as soon as it becomes aware, of any relevant security incident or vulnerability that may affect the integrity, availability or confidentiality of the products or services provided, as well as the information processed by the Client through them. Sunveon shall adopt reasonable and proportionate technical and organizational measures for correction or mitigation.
Provide reasonable technical support service, through the enabled channels, during the term of the contract, to address incidents, queries or problems related to the operation of the products and services.
Carry out technical, evolutionary or corrective updates to the products and services when necessary to ensure their security, stability or compatibility, at no additional cost to the Client and without prejudice to the clause on modifications.
Perform, where appropriate, scheduled maintenance tasks, seeking to minimize their impact and, where possible, informing the Client with reasonable advance notice.
Comply with any additional obligations arising from these General Conditions, any applicable Specific Conditions, and the mandatory regulations applicable to it as a provider of technology solutions.

Client’s Conditions and Obligations

As the end recipient of the contracted products and services, the Client undertakes to comply with the following conditions and contractual duties:

Where applicable, verify the legitimacy and capacity of the Contracting Person to accept these General Conditions on its behalf. If no objection is expressed after contracting, the Client shall fully assume the legal and contractual obligations arising from this agreement.
Contract Sunveon’s products and services always within the framework of a business, professional or institutional activity, whether as a natural or legal person.
Apply the necessary security measures for the creation, safekeeping, use and control of the access credentials assigned to Sunveon’s products and services, preventing unauthorized access by third parties.
Pass on and, where applicable, enforce the instructions, restrictions and obligations arising from these General Conditions to the users under its responsibility who access or use Sunveon’s products and services.
Use Sunveon’s products and services in accordance with the minimum technical requirements provided by Sunveon from time to time, acknowledging that such requirements may change over time, especially for technical reasons.
Immediately inform Sunveon of any incident, error, anomaly or vulnerability detected in the contracted products or services that could compromise security.
Review, understand and apply the technical documentation, instructions for use and operating conditions that Sunveon makes available in relation to the contracted products and services, and ensure that persons under its responsibility access such information and apply it properly.
Comply with any additional obligations arising from the content of this contract and the rest of the applicable clauses of the General Conditions.

Users and Licences

Access to Sunveon Products and Services is structured through licences that enable a principal or administrator user and, where applicable, additional authorized users. The features, permissions, technical limitations and other specific conditions of each licence type shall be those set out in the Service Order and its Specific Conditions.
The Principal or Administrator User shall be responsible for access management and the assignment of licences to additional users. The Client shall be solely responsible for safeguarding and providing its authorized users with access credentials, as well as conveying to them the usage obligations set out in these General Conditions. The Client shall in all cases be ultimately responsible for any use, action or breach committed by users who access the Platform using the credentials the Client has generated or provided, regardless of whether such access has been expressly or tacitly authorized.
Under no circumstances may the Client allow access to the Platform to persons who are not expressly authorized under its licence.

Promotional Trials and Credits
Sunveon may, on a promotional basis and at its sole discretion, grant trial periods or free licences or credits to allow limited use of Sunveon Products and Services for evaluation purposes. Unless otherwise stated in the Service Order, such licences and credits:

Are strictly free of charge, promotional, non-cumulative and revocable at any time by Sunveon without prior notice.
Are subject to these General Conditions insofar as applicable, but do not create any right to continuity, renewal or future provision.
Are granted for a specific term or with a usage limit, as specified in the Service Order or offer, and automatically expire once such limits are reached.
Do not entitle the Client to technical support beyond the basic support Sunveon may decide to provide.
Do not give rise to invoicing, nor are they eligible for exchange, set-off, refund or application to paid licences, unless Sunveon expressly provides otherwise.
Are subject to the same usage limitations, prohibitions and exclusions of liability provided in these General Conditions, with express exclusion of any contractual or extra-contractual liability arising from their free use.

Prohibited Uses of Sunveon’s Products and Services

The Client may only use the Products and Services as provided in the Service Order, the Specific and General Conditions, and the technical documentation made available by Sunveon. The following are expressly prohibited, without the need for prior demand:

Accessing or attempting to access functionalities, modules, API endpoints, databases, components, areas or environments of the Platform for which the Client does not have express authorization.
Decompiling, disassembling, translating, modifying, tampering with, extracting or reverse engineering the Platform, APIs, simulation models, their parameters or algorithms.
Using the service results to develop, train, replicate or improve products or services that directly or indirectly compete with any Sunveon Products or Services.
Scraping, crawling, automated extraction or bulk queries that do not correspond to an ordinary or intended use of the Platform.
Running scripts, bots or access automations not contemplated in the API specifications.
Conducting penetration testing, security audits, scans, stress tests, fuzzing or comparable activities without Sunveon’s prior written authorization.
Sublicensing, reselling, assigning, renting or making the Platform or its results available to third parties other than Authorized Users, including use as an internal service for consulting or engineering without the corresponding licence.
Introducing malware, harmful code, exploits, payloads, or any element intended to alter or harm the operation of the Platform.

Immediate Suspension
Sunveon may immediately suspend access to the service in case of reasonable indications of breach of this clause, without prejudice to its right to terminate the Contract and claim damages.

Warranty and Service Quality

Except to the extent expressly agreed in the Service Order, its Specific Conditions or the applicable Service Level Agreement (SLA), Sunveon gives no warranties, express or implied, as to the suitability or fitness of its Products and Services to meet the Client’s specific purposes, nor does it guarantee the achievement of specific results, business objectives or return on investment. In particular, the services are provided “as is”, as available, and without a warranty of complete absence of errors, universal interoperability or uninterrupted continuity.

Subcontracting

Unless the Service Order and its Specific Conditions provide otherwise, Sunveon may subcontract with third parties the partial or total provision of services necessary for the fulfillment of its obligations, including data hosting, technical support, electronic communications or any other auxiliary service. In all cases, Sunveon shall remain solely responsible to the Client for proper performance.

Interoperability and Third-Party Dependence

Some Sunveon products or services may require connection, integration or communication with third-party platforms, services or systems. Sunveon shall not be responsible for the operation, availability, technical changes or terms of use of such third-party services, nor for their impacts on the proper functioning of Sunveon’s products and services.

Liability

In no event shall Sunveon be liable for indirect, incidental, consequential, punitive or moral damages, loss of data, loss of profits, loss of business opportunity or anticipated savings, or damages arising from the impossibility of using the system for causes not directly attributable to Sunveon. Sunveon’s total aggregate liability shall be limited to the fees actually paid by the Client for the Services during the three (3) months immediately preceding the date of the event giving rise to the claim. The Client must notify any claim in writing within thirty (30) days of becoming aware (or when it should reasonably have become aware) of the event.

Force Majeure

Neither Party shall be liable for failure or defective performance if due to force majeure events beyond its reasonable control, including natural disasters, armed conflicts, terrorist acts, epidemics, massive cyberattacks, widespread outages, governmental decisions, general strikes, or operational blockades. The affected party shall notify the other party as soon as possible, indicating cause, effects and estimated duration. Obligations shall be suspended to the extent affected; if the situation continues for more than 30 calendar days, either party may terminate without penalty.

Termination

Either party may terminate early in cases of: material breach not remedied; non-payment; cessation of business/insolvency/dissolution; Client’s unilateral decision per the term/renewal clause (without refund of amounts paid); Sunveon’s decision to end or discontinue the product or service for technical, operational or strategic reasons with reasonable prior notice.

Effects of Termination

Access to the products and services and associated licences shall end. Before deletion, the Provider will give prior notice so the Client may download documents/files/information. After the indicated period, Sunveon will securely and definitively delete data, except those retained for legal/contract/audit reasons. Access credentials will be cancelled. Termination does not entitle refunds unless expressly provided otherwise.

Data Protection

The Parties shall process personal data in accordance with GDPR and LOPDGDD. Processing is based on legitimate interest to formalize, perform and monitor the contractual relationship. Regarding personal data of users designated by the Client (name, surname, corporate email), Sunveon acts as Processor and the Client as Controller. Sunveon will: process data per documented instructions; ensure confidentiality; apply appropriate security; allow sub-processors under general authorization with prior notice; assist the Client; notify breaches without undue delay; and delete/return data at the end (retaining them blocked for statutory periods). For other processing not linked to the Processor role, see the Privacy Policy at www.sunveon.com.

Intellectual and Industrial Property

All IP rights in products, services, modules, documentation and systems (design, architecture, algorithms, database structures, source/object code, interfaces, manuals, tutorials, training materials, technical/commercial documentation, updates and improvements) belong exclusively to Sunveon or its licensors. The Client acquires a non-exclusive, non-transferable licence limited to the necessary territorial, functional and temporal scope. No sublicensing or transfer of use rights to third parties (other than Authorized Users) is allowed. Any reproduction, transformation, distribution, reverse engineering, decompilation, adaptation or unauthorized use is prohibited. Rights over improvements/evolutions/additional developments remain Sunveon’s; suggestions from the Client are assigned without charge or limitation. The Client must respect Sunveon’s rights and not remove/modify/c conceal notices or harm Sunveon’s image/reputation. The Client authorizes Sunveon, on a non-exclusive, free and revocable basis, to use its trade name/logo solely to identify it as a Client in Sunveon materials and communications.

Confidentiality

Both parties shall keep confidential all information accessed, including technical, commercial, contractual, operational, financial, IT or security data, and any documentation or know-how identified as confidential or that reasonably requires confidentiality. This obligation extends to personnel and third parties linked to either party. Certain non-public technical elements of Sunveon’s products/services are deemed trade secrets under Spanish Law 1/2019. Exceptions: public domain information; lawfully obtained without confidentiality duty; mandatory disclosure by law/authority (with prior notice where legally possible). Obligations last during the contract and for five (5) years after termination.

Updates

Sunveon may introduce technical/operational/functional modifications (corrective updates, performance/security improvements, functional evolutions, including adding/modifying/removing functionalities) provided essential contractual obligations are not breached. Temporary interruptions may occur for maintenance/deployment/reconfiguration; Sunveon will aim for brief, low-impact windows with prior notice where possible. Such interruptions do not constitute breach nor compensation unless exceeding reasonable limits under the applicable SLA.

Assignment of the Contract

Sunveon may assign rights/obligations to group companies/affiliates/successors (reorganization, merger, spin-off, acquisition), ensuring essential conditions are not altered nor adversely affect the Client. The Client requires Sunveon’s prior written authorization to assign/transfer/subrogate its contractual position or rights/obligations to third parties.

Severability

If any provision is declared null/invalid/unenforceable by a final decision, such nullity shall affect only that provision/part, with the remainder in force, unless the essential purpose is affected.

Notices

Unless otherwise provided, notices shall be electronic. For Sunveon: support@sunveon.com, (+34) 911 090 779, or the form at www.sunveon.com. For the Client: to the email/phone/other contact details provided. Notices are deemed delivered the same day, unless transmission/receipt error is evidenced; outside business hours (09:00–18:00 Monday–Friday, excluding local holidays), they are deemed received at the start of the next business day. The Client must keep contact details up to date.

Update of Service Conditions

Sunveon may modify these General Conditions to adapt to legislative changes, technical/operational/security improvements, or business model evolution. Material changes will be notified with reasonable advance notice. Continued use after entry into force constitutes acceptance. If not agreed, the Client may terminate early without penalty before they take effect.

Language

The contract is formalized in Spanish. If versions are provided in another language (e.g., English), that version is for information only; the Spanish version prevails for interpretation and performance.

Governing Law and Jurisdiction

The contract is governed by Spanish law. Any dispute shall be submitted to the courts and tribunals of Madrid, with express waiver of any other jurisdiction, unless mandatory law provides otherwise.