Terms of Service

These Terms govern the use of voltimer.com.pl and the conditions for Voltimer Sp. z o.o. providing advisory and consulting services to Clients.

§ 1. General provisions

1. The owner of the website voltimer.com.pl and the Service Provider is:

   Voltimer Spółka z ograniczoną odpowiedzialnością (limited liability company)
   Registered office & main office: ul. Henryka Sienkiewicza 36/5, 26-610 Radom, Poland
   KRS: 0001155063 · Tax ID (NIP): 7963035094 · Statistical ID (REGON): 540881258
   Registered at: District Court for Lublin-Wschód in Lublin (seat in Świdnik), 6th Commercial Division of the National Court Register
   Share capital: PLN 30,000.00 (fully paid)
   President of the Management Board: Karol Michalczyk
   Electronic delivery address: AE:PL-11809-70022-VDSHD-22
   Email: info@voltimer.com.pl · Phone: +48 571 470 453

2. These Terms are addressed to entrepreneurs (B2B) using the website and concluding consulting contracts. Voltimer services are not directed to consumers.
3. Each Client must read these Terms before using the services. Contract signing equals acceptance of these Terms.
4. In case of conflict between these Terms and an individual Contract, the Contract prevails.

§ 2. Definitions

• Service Provider / Voltimer — Voltimer Sp. z o.o. described in § 1.
• Client — a sole proprietor, legal entity, or unincorporated organisation with legal capacity that enters into or intends to enter into a Contract with Voltimer.
• Services — consulting, advisory, engineering, analytical, training, and implementation services in the energy project domain, described in § 3.
• Contract — a service agreement between Voltimer and the Client, in written or documentary form.
• Offer — an individually prepared commercial proposal setting out scope, timeline, deliverables, and fee.
• SOW (Statement of Work) — a document specifying scope for a particular assignment under a framework Contract.
• Deliverable — the output of Voltimer's work delivered to the Client (report, model, document, analysis, recommendation).
• FID — the Client's Final Investment Decision.
• Website — voltimer.com.pl including all subpages.
• NDA — Non-Disclosure Agreement.

§ 3. Scope of services — Packages

Voltimer provides Services under three main packages corresponding to energy-project phases:

3.1. DEVELOP — from idea to FID

For developers and investors in early project stages. Includes in particular:

• business case and Go/No-Go decision;
• feasibility study;
• technical concept;
• financial model (CAPEX, OPEX, IRR, NPV, sensitivity);
• permitting: environmental decision (EIA), zoning (WZ / MPZP), building permit (PnB);
• grid connection conditions and agreement (WP / UP);
• regulatory advisory (URE, Energy Law, RES Act, auction system);
• technical advisory for BESS, PV, MV/HV/EHV lines, substations, offshore, modernisation.

3.2. BUILD — from FID to commissioning

For EPC contractors, general contractors, and funds during execution. Includes in particular:

• EPC specification and tender management;
• owner's engineer and contract oversight (including FIDIC);
• PRINCE2 project management;
• PMO-as-a-Service (client's project office);
• Interim Management (Interim Project Manager / Director);
• cost and schedule control;
• contract change management (claims);
• technical acceptance, commissioning, and as-built documentation.

3.3. OPERATE & GROW — operations, compliance, portfolio growth

For operators, funds, and utilities managing assets. Includes in particular:

• Regulatory Watch (monitoring energy and climate law changes);
• Compliance-as-a-Service;
• Retainer advisory (ongoing advisory hours);
• Due Diligence (Technical, Legal, Commercial);
• M&A support (asset sale / acquisition, PPA);
• modernisation and repowering;
• portfolio strategy and investment roadmap.

3.4. Common rules

1. The detailed scope, deliverables, schedule, and fee are agreed individually in an Offer and Contract (or SOW under a framework Contract).
2. The Client may order a full package or a selected Service within a package.
3. Voltimer reserves the right to decline Services where the scope exceeds company competence, would breach professional ethics, or create a conflict of interest.

§ 4. Contract conclusion

1. Contract conclusion is preceded by a sales process:
   • discovery call — free, up to 60 minutes;
   • individual Offer within 10 working days;
   • negotiation of commercial and legal terms;
   • NDA signing (if required) and Contract signing.
2. The Offer is valid for the period stated therein, typically 21 days from issuance.
3. The Contract is concluded in written, documentary (scanned signed contract), or electronic form with qualified electronic signature or trusted signature.
4. Prior to cooperation, the Parties may sign a Non-Disclosure Agreement. Voltimer's standard NDA applies during cooperation plus 5 years thereafter.

§ 5. Fee models

5.1. Fee models

Model	Application	Settlement
Fixed price	Transactional projects with defined scope (Feasibility, Permitting, DD, Financial model)	Milestone-based payments
Time & Material (T&M)	Hourly advisory, projects with variable scope	Hourly rate × actual time worked (timesheet)
Retainer / subscription	Regulatory Watch, Compliance-as-a-Service, PMO-as-a-Service	Fixed monthly fee + guaranteed hours
Success fee	RES auctions, grants, M&A, connection finalisation	Fixed portion + percentage of success (per Contract)
Per session	Training, workshops, one-day audits	Price per session / day

5.2. Invoicing rules

1. All prices in Offers and Contracts are net prices and will be increased by VAT as required (standard 23% in Poland).
2. Standard payment term: 14 days from invoice date, unless otherwise agreed.
3. For projects above PLN 50,000 net, Voltimer may require a 30% advance payable at Contract signing.
4. Invoices are issued electronically (KSeF as required from 01.02.2026 in Poland) and sent to/from faktury@voltimer.com.pl.
5. Late payment triggers statutory interest for delay in commercial transactions and debt collection cost reimbursement under the Polish Act of 8 March 2013.
6. 14 days past due date, Voltimer may suspend Services until payment, without liability for delay.
7. Additional costs (travel, accommodation, dedicated tool licences, external expertise) are settled separately based on actual spend, with prior Client approval.

§ 6. Voltimer's rights and obligations

1. Voltimer undertakes to:
   • provide Services with professional diligence (Art. 355 § 2 Polish Civil Code);
   • apply PRINCE2 methodology for project management and ISO 9001 for quality processes;
   • meet agreed milestones;
   • preserve Client confidentiality (§ 10);
   • report material events (Highlight Reports — standard bi-weekly);
   • deliver Deliverables in agreed form and deadline;
   • assign a Project Manager responsible for delivery.
2. Voltimer is entitled to:
   • use subcontractors (with written agreements and confidentiality standards);
   • decline actions contrary to law or professional ethics;
   • suspend Services in case of Client payment delay (§ 5.6);
   • terminate the Contract for material breach by the Client (§ 12);
   • reuse experience (know-how) in subsequent work, preserving Client identity and project confidentiality.

§ 7. Client's rights and obligations

1. The Client undertakes to:
   • make timely payments per § 5;
   • provide all information, data, and documents necessary for Service delivery;
   • designate responsible persons (Business Owner, Project Sponsor);
   • accept or comment on Deliverables within 5 working days of delivery (silence constitutes acceptance);
   • provide access to systems, data, and persons needed for Service delivery;
   • refrain from employing or directly contracting Voltimer's staff and collaborators during the Contract and 12 months thereafter (non-solicitation); breach triggers a contractual penalty of 6 months' gross salary of the person concerned.
2. The Client is entitled to:
   • receive Deliverables per the Contract;
   • raise comments and complaints (§ 11);
   • terminate the Contract under agreed terms (§ 12);
   • audit Voltimer's delivery (14-day notice, max once per 12 months).

§ 8. Intellectual property rights

1. Upon full payment for a given stage, the Client acquires a non-exclusive, territorially unlimited right to use Deliverables prepared specifically for the Client, within the scope and purpose defined in the Contract.
2. Voltimer retains copyright over its methodologies, tools, templates, checklists, knowledge bases, and know-how. These do not transfer to the Client.
3. Without Voltimer's written consent, the Client may not:
   • share Deliverables commercially with third parties;
   • modify Deliverables for redistribution;
   • use Deliverables to create competing products or services.
4. Voltimer may use project information for reference purposes (case studies, client logos, project descriptions) — solely in scope and form agreed with the Client in writing.

§ 9. Personal data processing

1. Personal data processing rules are set out in the Privacy Policy, which forms an integral part of these Terms.
2. Where Service delivery requires processing personal data on behalf of the Client (Client as Controller, Voltimer as Processor), the Parties sign a Data Processing Agreement under Art. 28 GDPR.
3. Voltimer's Data Protection Officer: Mateusz Dampc, m.dampc@voltimer.com.pl.

§ 10. Confidentiality

1. The Parties undertake to keep confidential all information obtained in connection with Contract performance (Confidential Information), including:
   • technical, commercial, financial, and organisational data of the other Party;
   • information about clients, employees, processes, and strategies;
   • documents, analyses, models, presentations, and correspondence.
2. Confidentiality applies during the Contract and for 5 years thereafter, unless otherwise agreed.
3. Confidentiality does not apply to information:
   • publicly known without the Party's fault;
   • provably known to the Party before cooperation;
   • lawfully obtained from third parties not bound by confidentiality;
   • disclosed pursuant to law, court order, or authority (the disclosing Party will notify where permitted).
4. Confidentiality breach triggers a contractual penalty of PLN 50,000 per breach, without prejudice to claims for damages exceeding the penalty.

§ 11. Complaints

1. The Client may raise a complaint within 30 days of Deliverable delivery or issue discovery, but not later than 6 months after Contract end.
2. Complaints are submitted to info@voltimer.com.pl with a copy to h.kabacinski@voltimer.com.pl, specifying:
   • Client identification and Contract number;
   • detailed issue description with Contract references;
   • Client's expectations (desired resolution);
   • supporting documents.
3. Voltimer responds within 14 working days by email.
4. For justified complaints, Voltimer (at its discretion):
   • makes Deliverable corrections free of charge within an agreed timeframe;
   • proposes a proportionate fee discount;
   • delivers an additional compensating service.

§ 12. Liability

1. Voltimer is liable for damages caused by wilful misconduct or gross negligence, on general grounds of the Polish Civil Code.
2. Voltimer's total liability under a given Contract (including non-performance, improper performance, torts, and other grounds) is limited to the net fee received from the Client under that Contract in the 12 months preceding the damaging event.
3. Voltimer is not liable for:
   • lost profits (lucrum cessans);
   • indirect damages;
   • Client business decisions based on recommendations — these are analytical material, not a result guarantee;
   • delays caused by the Client, third parties, or force majeure;
   • effects of legal changes after recommendation issuance.
4. Liability limits do not apply to wilful damages or liabilities that cannot be excluded by mandatory law.
5. Voltimer holds professional indemnity insurance. A copy of the policy is available on Client request.

§ 13. Termination

1. Termination may occur:
   • by mutual agreement (always);
   • with notice as per the Contract — typically:
     • 30 days for subscription Contracts (retainer, PMO-as-a-Service);
     • 14 days for T&M Contracts;
     • for fixed-price Contracts — until end of current stage;
   • with immediate effect for material breach not cured within 14 days of written notice.
2. On termination, the Client pays for work completed to date, including work-in-progress proportionally to progress.
3. After termination each Party shall:
   • return materials and data of the other Party;
   • delete Confidential Information from its systems within 30 days (except copies required by law);
   • deliver a final project report.

§ 14. Force majeure

1. Neither Party is liable for non-performance or improper performance due to force majeure, i.e. an external, unforeseeable, and unavoidable event: natural disasters, war, state of emergency, general strike, act of public authority, pandemic with official restrictions.
2. The affected Party notifies the other immediately and seeks to mitigate.
3. If force majeure lasts over 60 days, either Party may terminate without notice, settling work done until force majeure occurred.

§ 15. Website use

1. The Website voltimer.com.pl is informational and marketing. Information thereon does not constitute an offer under the Polish Civil Code.
2. It is prohibited to:
   • endanger Website security;
   • use the Website contrary to law or good practice;
   • copy and distribute Website content without Voltimer consent (beyond personal use);
   • use scrapers, bots, and scripts without Voltimer consent.
3. All Website content (text, graphics, logos, images, layout, code) is copyright-protected and belongs to Voltimer or entities from which Voltimer obtained rights.

§ 16. Final provisions

1. Governing law: Polish law.
2. Matters not regulated here or in the Contract are governed by:
   • Polish Civil Code;
   • Polish Code of Commercial Companies;
   • Polish Act on Electronic Services;
   • Polish Copyright Act;
   • GDPR and the Polish Personal Data Protection Act;
   • Polish Energy Law and related statutes for sector-specific Services.
3. Disputes will be resolved amicably. If no agreement is reached, the court competent for Voltimer's registered office (Radom, Poland) has jurisdiction.
4. The Parties may submit disputes to mediation at the Mediation Centre of the Polish Chamber of Commerce.
5. Voltimer reserves the right to amend these Terms. Clients will be informed by publishing the updated version on voltimer.com.pl and — for active Clients — electronically with 14 days' notice.
6. Invalidity of any provision does not affect the remaining provisions (severability). The Parties will replace any invalid provision with a valid one closest to the original intent.
7. These Terms enter into force on 19 April 2026.

§ 17. Contact

Version history: Version 2.0 (19.04.2026) — full package structure (DEVELOP / BUILD / OPERATE), updated registry data, dedicated role contacts. Version 1.0 (17.04.2026) — initial publication.