Latest revision: May, 4th 2026
1. Preliminary and definitions
1.1. Preamble
HYSTRIA ADVISORY S.L., operating under the commercial name “DAMONA” is a Spanish company (Sociedad Limitada), registered in Barcelona’s Company Register under the number (NIF) B67886630, with registered office at C/ Paris 186, 4th floor 08036 Barcelona, Spain.
DAMONA is specialized in strategy and management consulting, in particular in the energy and nuclear industry.
In this context, Damona provides strategic consultancy services to Spanish and non-Spanish companies to support project implementation in the energy sector.
Damona acts solely as an independent professional services provider. Under no circumstances should any Deliverable, document, or information provided by Damona be construed as creating a partnership, joint venture, or association with the Client, nor create a labour relationship between the Parties.
1.2. Definitions
For the interpretation of these GTCs, the following terms shall have the corresponding meanings:
- “Agreement” means the contractual relationship between the Parties, consisting of these GTCs, the Project Order(s), and, where applicable, any NDA entered into between the Parties.
- “Business Hours” means 9:00 to 17:30 CET on any Business Day.
- “Business Day” means any day other than Saturday, Sunday or a public holiday in Spain.
- “Client” means any legal or natural person who signs a Project Order with Damona.
- “Deliverable(s)” means any report, analysis, model, study, presentation or other output produced by Damona in the course of the Mission, as specified in the Project Order.
- “Fees” means the remuneration payable by the Client to Damona for the performance of the Mission, as set out in the Project Order, excluding VAT and reimbursable expenses.
- “NDA” means any non-disclosure or confidentiality agreement entered into between the Parties, whether prior to or contemporaneously with the Agreement.
- “Parties” means Damona and the Client collectively; “Party” means either of them.
- “Project Order” means any written order form or statement of work signed by both Parties, setting out the scope, timeline, fees and specific terms of a given Mission.
- “Scope of Mission” or “Mission” means the consulting services to be performed by Damona as described in the relevant Project Order.
1.3. Scope of application
These GTCs governs the relationship between Damona and its Clients.
These GTCs, together with the Project Order and the NDA, where applicable, constitute the entire agreement between the Parties, with the exclusion of any other document.
In the event of any discrepancy or difficulty in interpreting these documents, they shall prevail in the following descending order:
- The Project Order;
- The present GTCs;
- The NDA (except for article 7.1 hereinafter)
2. Engagement & Scope of services
2.1. Scope of Mission
The Project Order shall set out the scope of the mission, its phases and the tasks involved in it, in exhaustive detail.
Damona’s services may include a wide range of tasks such as (the following list not being exhaustive):
- Market entry & growth strategy
- Operating model optimisation
- Industrial strategy & supply chain
- Capital projects.
2.2. Projects Orders
The Agreement shall come into force upon the signing of a Project Order and the GTCs, which shall supplement these General Terms and Conditions and/or amend certain provisions herein.
In signing the Project Order, the Client expressly declares that it has knowledge and accepts the present GTCs.
In particular, said Project Order shall include:
(a) a detailed description of the Scope of the Mission to be performed, including key tasks, deliverables and success criteria;
(b) the project estimated timetable, including start date, expected duration and main milestones;
(c) the applicable fees and pricing structure, together with any foreseeable reimbursable expenses and invoicing schedule;
(d) any project-specific assumptions, dependencies and conditions precedent;
(e) any deviations from, or additions to, these General Terms and Conditions that are expressly agreed between the Parties; and
(f) the contact persons and governance arrangements for the performance and monitoring of the services.
2.3. Exclusions
Any task or phases not explicitly described in the scope set out in the Project Order must be considered excluded from the mission.
Moreover, Consultant’s work shall not include, nor its deliverables be interpreted or used as legal, tax, accounting, investment or financial professional advice in any circumstances.
The Client must consult qualified and legally authorised experts on these matters.
2.4. Change Management
Any adaptations, extension or modifications of the Scope of the Mission must be previously approved by both Parties and set out in a written amendment in order to be valid.
3. Obligations
3.1. Damona’s Obligations
Damona shall perform the Mission with due care, skill and diligence, in accordance with generally accepted professional standards applicable to consulting services in the energy sector.
Damona’s obligations under the Agreement are obligations of means and not obligations of result, and Damona does not warrant that any particular outcome, result or business objective will be achieved.
Damona shall perform the Mission on the basis of, and in reliance upon, the information, data and documents provided by the Client, as well as information that is publicly available, and shall not be responsible for any consequences arising from inaccurate, incomplete or misleading information supplied by the Client or from public sources.
Damona shall inform the Client without undue delay of any circumstances of which it becomes aware that could materially affect the performance of the Mission or the achievement of the Client’s objectives and shall use all reasonable means at its disposal to propose appropriate recommendations or adjustments.
3.2. Client’s Cooperation Obligations
The Client shall actively cooperate with Damona and shall provide, in a timely manner, all information, data, documents, access and decisions reasonably required for the proper performance of the Mission.
The Client shall designate a qualified contact person empowered to coordinate with Damona and to provide or obtain any necessary instructions or approvals.
The Client warrants that all information and documents it provides are, to the best of its knowledge, accurate, complete and not misleading, and acknowledges that Damona will rely on such information without being required to verify it independently.
Any delay, omission or failure by the Client to fulfil its cooperation obligations may impact the timetable, scope and outcomes of the services and shall relieve Damona from any resulting delay, non-performance or additional costs, which may be invoiced to the Client where appropriate.
3.3. Compliance with Regulations
Each Party shall, in connection with the performance of this Agreement, comply with all laws and regulations applicable to it, including without limitation those relating to anti-corruption, economic sanctions, export controls, competition law, health and safety, environmental protection and data protection (including, where applicable, the EU General Data Protection Regulation (GDPR) and any implementing national legislation).
Each Party shall indemnify and hold harmless the other Party from and against any claims, actions, fines, penalties, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by the first Party of any laws or regulations applicable to it in the context of this Agreement, including in particular any claim brought by a third party or any sanction imposed by a competent authority as a result of such breach.
4. Fees & Payment Terms
4.1. Pricing & Fee Structure
Prices may be quoted in USD, GBP, or EUR.
However, all invoices and payments shall be made in euros, where applicable using the USD/EUR exchange rate set by the European Central Bank at the time of the invoice issuance.
Notwithstanding the preceding paragraph, the Parties may agree in the project Order that the invoices and payments will be made in USD. In that case, it shall be referred, anytime possible to the exchange rates set by the European Central Bank.
4.2. Invoicing Schedule
The invoicing Schedule will be set out in the Project Order in consideration of the phases of the Mission.
If not set otherwise in the Project Order, upon the Agreement coming into force, Damona will invoice an advance payment, which must be settled before the assignment begins.
Then each phase will be invoiced with the corresponding amount when completed.
4.3. Payment Terms
If not set otherwise in the Project Order, payment must be realized in euros by Bank Transfer within 30 days upon the invoice emission date.
All bank transfer fees, charges and commissions levied in connection with the payment of any invoice under the Agreement, including any intermediary bank fees, shall be borne exclusively by the Client, it being understood that Damona shall receive the full amount of each invoice free of any deduction.
All payments under this Agreement shall constitute portable obligations within the meaning of Article 1342-6 of the French Civil Code. Accordingly, it is the Client’s sole responsibility to initiate and complete each payment so that the full amount due is received by Damona on or before the applicable due date, without any requirement for prior demand by the Consultant.
4.4. Expenses & Reimbursements
For the performance of the Mission, Damona may incur certain strictly necessary external expenses (such as travel and accommodation costs).
Where such expenses are reasonably foreseeable, they shall be indicated in the Project Order.
All foreseeable expenses so indicated, as well as any additional strictly necessary expenses incurred in the course of the Mission, shall be reimbursed by the Client and will be included in Damona’s invoices.
With respect to any additional strictly necessary expenses referred to in the preceding paragraph, Damona shall obtain the Client’s prior written authorisation before incurring any single expense exceeding one hundred euros (EUR 100) or, where applicable, one hundred US dollars (USD 100).
4.5. Taxes & VAT
All fees quoted are exclusive of VAT and any other similar taxes, duties or charges imposed by any competent authority (in particular, Spanish Tax administration).
The Client shall be responsible for paying any such VAT, taxes or charges applicable to the services, in addition to the fees, in accordance with the invoices issued by Damona and applicable law. The Client shall also be responsible for any withholding or deduction required by law, provided that it shall gross up payments where necessary so that Damona receives the full amount of fees as if no such withholding or deduction had been made.
4.6. Late payment and interests
Any amount not paid by the Client on its due date shall automatically and without prior formal notice bear late payment interest, accruing on a daily basis, from the day following such due date until full payment. Such late payment interest shall be calculated at an annual rate equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation, plus ten (10) percentage points, and in any event not lower than three (3) times the statutory interest rate applicable to professional creditors under French law on the due date of the relevant invoice. Late payment interest shall be without prejudice to any other rights or remedies Damona may have under the Agreement or at law.
In addition, in accordance with applicable French law, the Client shall automatically be liable to pay to Damona a fixed sum of forty (40) euros as compensation for recovery costs for each late invoice, without prejudice to Damona’s right to claim additional compensation where the recovery costs actually incurred exceed this fixed amount.
In addition, in such cases, Damona will be entitled to suspend its work without any liability until the full payment by the Client of the issued invoices.
5. Timeline and Delivery
5.1. Projects Schedule & Phases
Damona shall perform the Mission in accordance with the timetable set out in the Project Order, including the estimated start date, key milestones and expected completion date.
The Parties acknowledge that the timetable is indicative and based on the assumptions set out in the Project Order. Any material change in those assumptions, or any failure by the Client to fulfil its cooperation obligations, may result in an adjustment of the timetable, which shall be documented in a written amendment.
Milestone dates shall be deemed indicative unless expressly stated as firm deadlines in the Project Order.
5.2. Reception and acceptance of Deliverables
All materials will be produced in English unless otherwise agreed in the Project Order.
Upon delivery of the Deliverable, the Client has five (5) working days to review it and raise any objections.
Once this period has elapsed, and provided no objections have been raised, the deliverable shall be deemed to be fully compliant with the terms of the Agreement.
Should the Client raise a reservation, Damona shall have 7 working days to correct, complete, adapt the Deliverable or propose a corrective or alternative satisfying measure.
5.3. Delays
If Damona realises that a deadline cannot be met, it shall immediately notify the Client, explaining the reasons for the anticipated delay and the measures it intends to put in place to ensure delivery of the Deliverable.
In any case, and unless otherwise stipulated in the Project Order, any delay of less than 30 calendar days and attributable to a cause beyond Damona’s control shall under no circumstances be considered a breach of contract.
The provision in the preceding paragraph is without prejudice to the application of the other provisions of the present GTCs.
6. Subcontractors
Damona shall remain solely responsible for determining the resources required for the performance of the Mission and shall be free to involve subcontractors benefiting from specific expertise, provided that Damona procures that such third parties are bound by confidentiality obligations that are at least as stringent as those applicable to Damona under this Agreement.
Damona shall remain fully liable to the Client for the acts, omissions and performance of any subcontractor as if they were the Damona’s own.
At the Client’s request, Damona shall inform the Client of the identity of the main subcontractors involved in the Project and specify, for each of them, the nature of their specific expertise and role in the performance of the services.
7. Confidentiality
7.1. Applicability
In application of article 1.3, any NDA previously entered into between the parties in relation to the same project prior to the signing of the Project Order shall take precedence over the provisions of this article, which shall apply only in a supplementary or subsidiary manner.
7.2. Confidentiality Obligations
Each Party (the “Receiving Party”) undertakes to keep strictly confidential all information, data, documents, know-how, business plans, methodologies, pricing and any other information of a confidential nature disclosed by the other Party (the “Disclosing Party”) in connection with this Agreement (“Confidential Information”), and not to disclose, publish or transmit such Confidential Information to any third party without the Disclosing Party’s prior written consent.
Each Party shall use Confidential Information exclusively for the purposes of performing or receiving the services under this Agreement and shall restrict access to Confidential Information to those of its employees, officers or advisors who need to know such information and are bound by equivalent confidentiality obligations.
7.3. Duration of Confidentiality
The confidentiality obligations set out in this article shall survive the expiry or termination of this Agreement for a period of three (3) years from the effective date of such expiry or termination, or for such longer period as may be required by applicable law.
7.4. Permitted Disclosures
The obligations of confidentiality set out in this article shall not apply to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was already known to the Receiving Party at the time of disclosure without restriction; (iii) is received from a third party free of any obligation of confidence; or (iv) is required to be disclosed by applicable law, regulation or court order, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice and cooperates with any request to seek a protective measure.
8. Intellectual Property
Any documentation produced by Damona in connection with the Project shall not be disclosed or made available to any third party without Damona’s prior express written consent.
All intellectual property rights, including without limitation copyrights, database rights and know‑how, in and to any deliverables, reports, analyses, models, tools, methodologies and other materials created or used by Damona in the course of the Project shall remain the sole and exclusive property of Damona.
Subject to full payment of the applicable fees, Damona grants to the Client a non‑exclusive, non‑transferable and non‑sublicensable licence to use the deliverables solely for the Client’s internal business purposes and for the specific objectives of the Project. The Client shall not, without Damona’s prior written consent, reproduce, adapt, translate, distribute or otherwise exploit Damona’s materials or any part thereof for the benefit of any third party.
The license described in the previous paragraph shall be immediately suspended in case of a breach in the payment for Damona’s fees in due time by the Client.
9. Liability & Indemnification
9.1. Limitation of Liability
The services provided by Damona are of an advisory and information-gathering nature, and the final decisions shall at all times remain with the Client. The Client shall be solely responsible for assessing, interpreting and implementing Damona’s analyses, recommendations and deliverables in light of its own strategic objectives, constraints and risk appetite, and the Damona shall have no liability for any decisions taken or actions implemented by the Client on the basis thereof.
Damona’s aggregate liability, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this Agreement or the Mission, shall, for all causes and claims combined, be strictly limited to an amount equal to the total fees (excluding VAT and expenses) actually paid by the Client to Damona under this Agreement during the twelve (12) months preceding the event giving rise to the first claim.
The foregoing limitations shall not apply in cases where such limitations are prohibited by applicable law, including in particular in the event of wilful misconduct (dol) or gross negligence (“faute lourde”) on the part of Damona, or in respect of personal injury or death caused by Damona. In all cases, the Client acknowledges that the limitations and exclusions set out in this clause reflect the allocation of risks agreed between the Parties and the amount of the fees payable under this Agreement.
9.2. Exclusion of Indirect and Consequential Damages
In no event shall Damona be liable for any indirect, consequential or punitive damages of any kind, including, without limitation, any loss of profit, loss of revenue, loss of opportunity, loss of savings, loss of data, loss of contract, loss of reputation or goodwill, or any business interruption, even if Damona has been advised of the possibility of such damages.
9.3. Indemnification
Each Party (the Indemnifying Party) shall indemnify and hold harmless the other Party, its affiliates and their respective directors, officers and employees (the Indemnified Party) from and against any claims, actions, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with
- any breach by the Indemnifying Party of this Agreement, or
- any breach by the Indemnifying Party of any applicable law or regulation in the context of this Agreement.
In addition, the Client shall indemnify and hold harmless Damona from and against any claim brought by a third party to the extent such claim results from the Client’s use of the services or Deliverables, or from any information, data or materials supplied by the Client, except where such claim is caused by Damona’s wilful misconduct or gross negligence.
Any indemnification payable under this clause shall, where permitted by applicable law and Article 9.1, be subject to the limitations of liability set out in the Agreement, it being specified that such limitations shall not apply in the cases where they are excluded under Article 9.1.
9.4. Insurance
Damona undertakes to maintain, with a reputable and financially sound insurance company, professional liability insurance covering its activities under the Agreement for amounts and with coverage customary for consulting services in the energy sector. Upon the Client’s reasonable request, Damona shall provide a certificate of insurance evidencing such coverage. The Client remains solely responsible for maintaining any insurance it deems appropriate in relation to its own activities and risks, and shall not be entitled to claim against Damona for any loss that would have been covered had the Client taken out such insurance.
10. Data Protection
10.1. Warranties
Each Party warrants to the other Party that it has the legal right to disclose all Personal Data that it does in fact disclose to the other Party under the Agreement, and that the processing of that Personal Data by the other Party for the sole purpose of the Mission will not breach any applicable laws (including GDPR).
To the extent that each Party processes Personal Data disclosed by the other Party, each party warrants that:
(a) it will act only on instructions from the other Party in relation to the processing of that Personal Data; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data.
10.2. Data processing
The Parties also agree on the following provisions regarding the processing of Personal Data in compliance with the GDPR:
(a) Roles: Each Party may act as data controller or data processor with respect to Personal Data provided by the other Party. Specifically: (i) when the Client provides Personal Data to the Provider, the Client is the data controller and the Provider is the data processor (or joint controller, as applicable); and (ii) when the Provider provides Personal Data to the Client, the Provider is the data controller and the Client is the data processor (or joint controller, as applicable).
(b) Processing Instructions: Processing shall be strictly limited to the Purpose, its duration, the specific types of Personal Data, categories of data subjects, and the controller’s documented written instructions.
(c) Security and Assistance: Each Party shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks, ensure confidentiality by authorised persons, and assist the other Party with data subject rights requests, breach notifications, Data Protection Impact Assessments (“DPIAs”), and audits.
(d) Sub-processing: Any sub-processor shall be bound by equivalent data protection obligations as those in the Agreement.
(e) Termination: Upon termination or expiry of this Agreement, the processor shall, at the controller’s option, delete or return all Personal Data (in a structured, commonly used, and machine-readable format) and delete existing copies, except where required by applicable law to retain such data.
(f) International Transfers: Any transfer of Personal Data outside the EEA shall comply with applicable data transfer mechanisms, including Standard Contractual Clauses (“SCCs”), Binding Corporate Rules (“BCRs”), or adequacy decisions issued by the European Commission.
(g) Compliance and Indemnity: Each Party warrants its own compliance with the GDPR and applicable data protection laws. Each Party shall indemnify, defend, and hold harmless the other Party from and against any losses, damages, liabilities, costs (including legal fees), arising from its breach of these GDPR obligations.
11. Term & Termination
11.1. Duration
The Agreement is entered into force as from the signature by both Parties of the Project Order, along with the present GTCs.
It shall remain in effect until completion of the Mission described therein, unless terminated earlier in accordance with this GTCs.
If, for reasons attributable to the Client, the performance of the Mission has not been completed within twelve (12) months from the date of signature of the Project Order, , or any superior period initially agreed between the Parties in the Project order, Damona shall be entitled, upon written notice to the Client, to withdraw from the Mission and to terminate the Agreement, without liability.
In such case, Damona shall retain the right to invoice and receive payment for all services performed and expenses incurred up to the effective date of termination, in accordance with the Project Order and these GTCs.
11.2. Termination for Cause
If either Party materially breaches its obligations under the Agreement, the other Party may terminate this Agreement by giving the breaching Party at least fifteen (15) days’ prior written notice, it being specified that such notice shall not result in termination if the breaching Party remedies the breach within that fifteen (15) day period. For the purposes of this clause, a breach of this Agreement shall include, without limitation: (i) the Client’s failure to pay any amount due under the Agreement that is more than thirty (30) days overdue; (ii) Damona’s unjustified failure to deliver the Deliverables in a timely manner; (iii) repeated failure to meet agreed milestones; or (iv) failure to maintain the quality standards set out in this Agreement.
11.3. Effects of Termination
Upon termination or expiry of this Agreement for any reason:
(a) Damona shall cease performing the Mission and shall deliver to the Client all Deliverables completed as at the date of termination, together with any work-in-progress that the Client has paid for;
(b) The Client shall immediately pay all outstanding invoices and all fees due for services performed up to the date of termination, including any expenses incurred, together with a termination fee equal to up to thirty (30) % of the fees that would have been payable for the remaining uncompleted phases of the Mission, as compensation for Damona’s loss of opportunity and the costs incurred for allocating resources to the Mission, except in the event of termination for Damona’s own fault pursuant to Article 11.2. The amount of such termination fee set out in the present provision seeks a reasonable balance taking into account, in particular, the stage of progress of the Mission and Damona’s ability to reallocate its resources to other projects;
(c) each Party shall promptly return or destroy the other Party’s Confidential Information, subject to any retention obligation required by applicable law;
(d) the following provisions shall survive termination: Articles 7 (Confidentiality), 8 (Intellectual Property), 9 (Liability & Indemnification), 10 (Data Protection), 12.1 (Governing Law) and 12.2 (Dispute Resolution).
12. General Provision
12.1. Governing Law and Jurisdiction
The formation, performance, and interpretation of the Agreement are governed by French law. In the event of a dispute, the Parties expressly agree that the courts of the city of Paris (France) shall have exclusive jurisdiction.
12.2. Dispute Resolution
In the event of any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, performance or termination, the Parties shall first seek to resolve the matter amicably. To this end, either Party may notify the other Party in writing of the dispute, and the Parties’ respective authorised representatives shall meet (physically or by videoconference) and negotiate in good faith, using all reasonable means at their disposal to reach a mutually acceptable solution and to avoid court proceedings.
If the Parties have not reached an amicable settlement within thirty (30) days from the date of such written notification, or if the prescription period applicable commands it, either Party shall be free to bring the dispute before the competent courts as designated in this Agreement, without prejudice to any mandatory provisions of applicable law.
12.3. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for any payment obligations) to the extent that such failure or delay results from an event of force majeure as defined under French law, that is, an event beyond the reasonable control of the affected Party, which could not reasonably have been foreseen at the time of conclusion of the Agreement and the effects of which cannot be avoided by appropriate measures, and which prevents the affected Party from performing its obligations. Such events may include, without limitation, natural disasters, fires, floods, earthquakes, acts of terrorism, wars, armed conflicts, civil unrest, pandemics, epidemics or other public health emergencies, acts or omissions of public authorities, embargoes, sanctions, or significant disruptions or shutdowns of essential infrastructure or information systems, including where such events make essential data, information or sites required for the performance of the services inaccessible.
The Party claiming force majeure shall promptly notify the other Party in writing of the occurrence of the event, its expected impact on the performance of its obligations and, where possible, the estimated duration of such impact, and shall use reasonable endeavours to mitigate the effects of the event of force majeure. The obligations of the affected Party shall be suspended for the duration of the event of force majeure and only to the extent affected by it.
If an event of force majeure prevents the performance of a material part of the Mission for a continuous period exceeding sixty (60) days, either Party may terminate the Agreement by giving written notice to the other Party, without liability, except that the Client shall remain liable to pay Damona for all services duly performed and expenses incurred up to the effective date of termination.
12.4. Hardship
If, after the conclusion of the Agreement, a change of circumstances that was unforeseeable at the time of such conclusion renders the performance of the Agreement excessively onerous for one Party, and that Party had not agreed to bear such risk, the Parties shall, in accordance with Article 1195 of the French Civil Code, meet in good faith to renegotiate the terms of the Agreement with a view to restoring its original equilibrium. During such renegotiation, the Parties shall continue to perform their obligations to the extent reasonably possible. If the Parties fail to reach an agreement within a reasonable period, either Party may refer the matter to the competent court so that it may adapt the Agreement or terminate it, in whole or in part, as provided under French law.
12.5. Assignment
Neither Party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under this Agreement.
12.6. Entire Agreement & Amendments
The Agreement, including the documents listed in article 1.3, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings and representations relating to its subject matter.
Any amendment or waiver of this Agreement shall only be valid if made in writing and signed by duly authorised representatives of both Parties.
12.7. Severability
If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or unenforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
12.8. Non-solicitation, Non-Circumvention
Both Parties agree that they will not (and will procure that any related person or entity will not) during the period of the Agreement and for twelve (12) months after its termination directly or indirectly:
(a) employ or offer to employ, or enter into a contract for the services of, any individual who was, at any time during the Term, an employee, officer, or independent contractor or freelance professional engaged directly by any company in the other Party’s Group in connection with the performance of this Agreement, or entice, solicit or procure any such person to leave their engagement with the other Party or any company in the other Party’s Group (or attempt to do so), whether or not that person would commit any breach of contract in doing so, unless a direct application was received by either of the Parties in response to an advertised position.
(b) make or permit to be made any statement relating to the other party which is disparaging or which it knows or reasonably suspects to be untrue or misleading.
Each of the covenants in the present article is considered fair and reasonable by the Parties.
12.9. Notices
Any notice given under the Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, or sent by email, for the attention of the relevant person, and to the relevant address or email address given in the Project Order (or as notified by one Party to the other in accordance with this provision).
A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, the next Business Hour):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice sent by or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).