General Terms and Conditions

In these General Terms and Conditions, the following terms have the meanings set out below:

“Service Provider”: Altamira Sustainable Finance, also trading as ALTAMIRA Regenerative Finance, a sole proprietorship (eenmanszaak) registered under Dutch law with the Dutch Chamber of Commerce (Kamer van Koophandel) under CCI number 82465681, having its address at Rietveld 180, 2611LP Delft, the Netherlands. Principal and owner: M.A. de Jésus Altamirano – de Jong.

“Client”: any legal entity or natural person acting in the course of a profession or business that enters into or intends to enter into an Agreement with the Service Provider, including clients established outside the Netherlands.

“Agreement”: any agreement between the Service Provider and the Client for the provision of Services, including all exhibits, scopes of work, and amendments thereto, whether concluded in writing, electronically, or by conduct.

“Services”: all consulting, advisory, analytical, strategic, and related activities provided by the Service Provider, including but not limited to blended finance structuring, climate adaptation finance, regenerative infrastructure advisory, nature-based solutions, stakeholder engagement, project development support, and capacity building.

“Deliverables”: any reports, analyses, frameworks, models, methodologies, tools, presentations, databases, or other tangible or intangible outputs produced by the Service Provider under an Agreement.

“Offer”: any written proposal, quotation, scope of work, or tender submitted by the Service Provider to the Client.

“Confidential Information”: all non-public information disclosed by one party to the other in connection with the Agreement that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including project data, financial structures, client identities, and proprietary methodologies.

“Force Majeure”: any circumstance beyond the reasonable control of a party that prevents or delays performance, including natural disasters, acts of government or international bodies, war, pandemics, cyber attacks, international sanctions, or disruptions to the global financial or development finance system.

“MDB”: multilateral development bank, including but not limited to the World Bank Group, Inter-American Development Bank (IDB), Development Bank of Latin America (CAF), European Investment Bank (EIB), African Development Bank, and Asian Development Bank.

“LAC”: Latin America and the Caribbean.

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

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

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

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

2.5  Where the Client is established outside the Netherlands, these Terms and Conditions apply in addition to any mandatory provisions of the applicable local law that cannot be excluded by contract. The Service Provider does not waive any rights under Dutch law by entering into Agreements with international clients.

3.1  All Offers are without obligation and valid for thirty (30) days from the 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 Provider confirms the Client’s instruction in writing, or when the Service Provider commences performance at the Client’s request.

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

3.4  The Service Provider may adjust scope and/or fees if the Client provides materially 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 as valid and binding.

4.1  The Service Provider shall perform the Services with due care and professional skill, in accordance with the standards of a competent independent consultant active in sustainable, regenerative and blended finance, climate adaptation, water security and regenerative infrastructure.

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

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

4.4  The Client shall provide all information, data, access, and cooperation reasonably 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 is entirely for the Client’s account.

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

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

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 projects or 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.

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

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

6.2  The availability and disbursement of climate finance — including from MDBs, the GCF, the EU-LAC Global Gateway, and bilateral donors — depends on political, macroeconomic, institutional, and programmatic factors entirely outside the Service Provider’s control. Changes in government priorities, donor policies, interest rates, geopolitical conditions, or institutional procedures may affect project eligibility or funding availability at any time.

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

• the success, approval, disbursement, or performance of any project or financing transaction;
• decisions made by any MDB, GCF, Global Gateway facility, or other financing institution;
• the Client’s ability to raise, deploy, or repay any funds;
• any outcome beyond the Service Provider’s direct control.

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

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

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

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

7.4  Currency Controls. If the Client is established in a jurisdiction that imposes restrictions on the transfer of foreign currency (including but not limited to restrictions on transferring USD or EUR abroad), the Client shall:

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

If payment in the agreed currency cannot be effected within sixty (60) days of the invoice due date due to currency controls, the Service Provider reserves the right to terminate the Agreement with 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 in the 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, without deduction, set-off, or suspension, to the bank account designated by the Service Provider.

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

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

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

8.1  All intellectual property rights in the Deliverables — including but not limited to reports, frameworks, financial models, methodologies, tools, databases, software, concepts, and presentations — vest exclusively in the Service Provider upon creation, regardless of the jurisdiction in which the Services are performed, unless otherwise agreed in writing.

8.2  Upon full payment of all amounts due under the Agreement, the Service Provider grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely for the Client’s own internal business purposes 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 prior written consent of the Service Provider. Any permitted external use (including in project documentation, grant applications, investor materials, or public reports) 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 or belonging to the Service Provider (whether or not incorporated in a Deliverable) are and remain the exclusive property of the Service Provider. The Client acquires no ownership rights in any such tool or model. Access to any proprietary tool is granted solely for the duration and purpose of the Agreement and shall not be shared with third parties.

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

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

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

9.1  Each party shall keep the other party’s Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent, except as required by applicable law or regulatory authority.

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

9.3  These confidentiality obligations survive termination of the Agreement for a period of five (5) years, reflecting the commercially and politically sensitive nature of blended finance, climate adaptation, and infrastructure project information.

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

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

10.2  For Clients outside the EU/EEA, the parties shall implement appropriate safeguards 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 in connection with the Agreement and shall promptly notify the other party of any data breach affecting the other party’s data.

11.1  The Service Provider’s total aggregate liability to the Client for any damages arising from or in connection with the Agreement — on any legal basis, including breach of contract, tort, or statutory duty — shall be limited to the total 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 special damages, including loss of profit, loss of revenue, loss of data, loss of anticipated savings, loss of goodwill, or reputational damage;
• investment decisions, financial losses, or project outcomes based on the Service Provider’s advice or Deliverables;
• failure to achieve any funding approval, financial close, grant award, or regulatory certification in connection with any blended finance, climate adaptation, or infrastructure project;
• decisions, delays, or conduct of MDBs, the GCF, the EU-LAC Global Gateway, governments, co-investors, or any other third party;
• inaccurate, incomplete, or misleading information provided by the Client or any third party;
• losses arising from currency controls, blocked transfers, 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 in writing within six (6) months of the date the Client discovered or reasonably should have discovered the damage, failing which all claims lapse.

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

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

12.1  Neither party shall be liable for failure or delay in performance caused by Force Majeure, including circumstances affecting the international financial system, development finance institutions, multilateral bodies, or cross-border project environments relevant to the Services.

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

12.3  If a Force Majeure event continues for more than sixty (60) consecutive days, either party may terminate the Agreement by written notice, without liability for damages, except that the Client shall pay for all Services rendered and costs incurred up to the termination date.

13.1  The Agreement commences on the agreed start date and continues for the duration 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 substantially impeded or impossible due to circumstances not attributable to the terminating party.

13.3  Either party may terminate the Agreement with immediate effect if the other party: (a) materially breaches the Agreement and fails to remedy such breach 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 Services rendered and non-cancellable costs incurred up to the termination date; all outstanding invoices become immediately due and payable;
• each party shall promptly return or destroy the other party’s Confidential Information upon request;
• the following Articles survive termination: 8 (IP), 9 (Confidentiality), 10 (Data Protection), 11 (Liability), 15 (Dispute Resolution), and this Article 13.4.

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

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

15.1  These Terms and Conditions and all Agreements are governed exclusively by 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 first be referred to good-faith negotiation between the parties for a period of thirty (30) days from written notice of the dispute.

15.3  Tiered Dispute Resolution. If the dispute is not resolved through negotiation within the period referred to in Article 15.2, the following applies:

• (a) Disputes with a value below EUR 25,000 (twenty-five thousand euros): the dispute 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 involving Clients established outside the Netherlands: the dispute shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one (1) arbitrator appointed in accordance with said Rules. The seat of arbitration shall be The Hague, the Netherlands. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties.

15.4  Notwithstanding Article 15.3, the Service Provider reserves the right to seek urgent interim relief (including injunctions or attachment orders) before any competent court in the Netherlands or in the Client’s jurisdiction, without this constituting a waiver of the right to arbitration.

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

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

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

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

16.4  These Terms and Conditions, together with the Agreement and any applicable Offer, constitute the entire agreement between the parties with respect 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 upon request and on the Service Provider’s website.