ENERGY TEAM LTD – GENERAL TERMS OF USE & PROFESSIONAL SERVICES AGREEMENT

These General Terms of Use & Professional Services Agreement (“Terms”) constitute a legally binding agreement between Energy Team Ltd. (“Energy Team”, “we”, “us” or “our”) and the customer or entity accessing or using our Website and/or engaging our professional services (“Client”, “you” or “your”).
By accessing or using our Website and/or engaging Energy Team for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

  1. Scope of these Terms
    1.1 These Terms govern your use of our website, digital assets, platforms, content, and any related websites or media (“Website”), as well as your engagement with us for consulting, advisory, implementation, development services, AI-related services, project management, training, third-party software resale, or any work-products delivered by us (“Services”).
    1.2 Additional commercial terms (e.g., proposal, SOW, quotation, purchase order) issued by Energy Team (collectively, “Order Documents”) shall supplement and form an integral part of these Terms. In case of conflict, the order of precedence is:
    (A) A mutually signed SOW or MSA,
    (B) Order Documents, and
    (C) These Terms.
    1.3 By using the Website or purchasing Services, you represent that you are at least 18 years old and legally authorized to enter into binding contracts on behalf of the Client.
  2. Use of the Website
    2.1 You may use the Website solely for lawful purposes. You shall not use the Website in any manner that may disrupt its operation or harm other users.
    2.2 All content, materials, graphics, code, and information on the Website (“Website Content”) are owned by Energy Team and protected by applicable IP laws. You may not copy, distribute, modify, or exploit the Website Content without our prior written consent.
    2.3 We may update the Website or discontinue any part of it at any time without notice. We do not guarantee continuous availability of the Website.
  3. Services and Deliverables
    3.1 Energy Team will provide the Services as described in the relevant Order Documents. Services are provided on a professional-services, time-and-materials or fixed-fee basis, unless stated otherwise.
    3.2 Unless expressly committed in writing, Services do not include ongoing support, maintenance, or SLA obligations.
    3.3 Deliverables may include documentation, reports, configurations, scripts, code, AI automations, templates, know-how, or other work products (“Deliverables”).
    3.4 Deliverables shall be deemed accepted upon the earlier of:
    (A) Written confirmation by the Client, or
    (B) 7 days after delivery if no rejection with detailed reasons is received.
  4. Client Responsibilities
    Client shall:
    (a) provide timely access to personnel, systems, and information required for the Services;
    (b) ensure all required approvals and licenses for access to Client systems;
    (c) review Deliverables in a timely manner;

    (d) maintain backups of its data;

    (e) comply with applicable laws; and

    (f) not use Services or Deliverables for unlawful, unethical, or harmful purposes.
    Delays caused by Client shall extend delivery timelines and may incur additional charges.
  5. Fees, Invoicing & Taxes
    5.1 Fees are stated in the applicable Order Documents. Unless otherwise agreed, invoices are net 30 days from invoice date.
    5.2 Fees are exclusive of VAT, taxes, duties, or withholding, all of which shall be borne by the Client.
    5.3 Late payments may bear interest as permitted by law. We may suspend Services for overdue amounts.
  6. Intellectual Property Rights
    6.1 Pre-Existing IP (Energy Team IP)
    All methodologies, frameworks, templates, tools, code libraries, AI prompts, models, know-how, proprietary processes, and materials owned or developed by Energy Team prior to or outside the scope of Services (“Energy Team IP”) remain the exclusive property of Energy Team.
    6.2 Deliverables Developed for Client (Shared Model – IP Model B)
    Upon full payment, the Client receives a worldwide, perpetual, non-exclusive, non-transferable license to use the Deliverables created specifically for the Client for its internal business purposes.
    Energy Team retains:
    (a) ownership of Energy Team IP embedded in Deliverables, and
    (b) the right to reuse non-Client confidential know-how, templates, code components, and methodologies for other clients.
    6.3 Client Materials
    Client retains ownership of any materials, data, or content it provides. Client grants Energy Team a limited license to use such materials solely for providing Services.
  7. Third-Party Software & Flow-Down Terms
    7.1 If the Services include third-party software, SaaS, platforms, or components (“Third-Party Products”), Client’s use is subject to the applicable third-party terms (“Third-Party Terms”), which shall govern in case of conflict.
    7.2 Energy Team is not responsible for the functionality, availability, security, or performance of Third-Party Products.
    7.3 Client agrees to comply with all Third-Party Terms and indemnify Energy Team against any claims arising from Client’s misuse thereof.
  8. Privacy & Data Protection
    8.1 We process personal data in accordance with applicable privacy laws. Our Privacy Policy (as published on our Website) forms part of these Terms.
    8.2 Unless expressly stated in writing, Energy Team acts as an independent Controller, not as a Processor on behalf of the Client.
    8.3 If Services require processing personal data on behalf of Client, parties shall sign a Data Processing Agreement (DPA).
  9. Confidentiality
    Each party shall maintain in strict confidence all confidential information disclosed by the other, and use it solely for performing or receiving the Services.
  10. Security & Governance
    Energy Team maintains industry-standard security measures designed to protect the confidentiality, integrity, and availability of its systems, environments, and information. We implement reasonable administrative, technical, and organizational safeguards aligned with commonly accepted practices for technology and professional services firms, including (as applicable):
    (a) access management and password protection policies;
    (b) role-based access controls and the principle of least privilege;

    (c) regular software updates and vulnerability mitigation;

    (d) network and system security controls;

    (e) employee confidentiality and security awareness practices; and

    (f) secure handling of Client information.
    While Energy Team strives to maintain a secure environment, no method of transmission or storage is fully secure. Accordingly, we cannot guarantee absolute security of information. Clients are responsible for maintaining appropriate security, backups, and user access controls within their own systems and environments.
  11. AI Disclaimer
    Deliverables or Services that include the use or integration of artificial intelligence (AI) technologies may generate outputs that could be inaccurate, incomplete, or require human review. AI results are provided “as-is”. Client is solely responsible to validate and review any AI-based recommendations, outputs, or automations prior to relying on them for business decisions.
  12. Warranties & Disclaimer
    Energy Team provides the Services using reasonable skill and care.

    Except as expressly stated, the Services and Deliverables are provided “AS IS” without warranties of any kind, whether express or implied, including fitness for a particular purpose or non-infringement.
  13. Limitation of Liability
    To the maximum extent permitted by law:
    13.1 Energy Team, its directors, employees, and agents shall not be liable for any indirect, consequential, punitive, special, or incidental damages, including lost profits, loss of data, business interruption, or reputational harm.
    13.2 Aggregate liability for all claims arising out of the Services shall not exceed the total fees paid by Client to Energy Team in the 6-month period preceding the event giving rise to the claim.
    13.3 No claim may be brought more than 12 months after the cause of action arises.
  14. Non-Solicitation
    For 24 months following completion of Services, Client shall not solicit or employ any Energy Team employee or contractor involved in the Services, unless agreed in writing and subject to a placement fee equal to 6 months of the individual’s compensation.
  15. Termination
    Either party may terminate the engagement for material breach not cured within 14 days of written notice. Upon termination:
    (a) Client shall pay all fees due for Services performed up to termination;

    (b) all licenses granted to Client shall survive only if fully paid; and

    (c) each party shall return or destroy the other’s confidential information.
  16. Governing Law & Jurisdiction
    These Terms shall be governed by the laws of the State of Israel. Exclusive jurisdiction lies with the competent courts of Tel Aviv-Jaffa, Israel.
  17. Miscellaneous
    If any provision is deemed unenforceable, the remaining Terms remain in full force. No waiver is deemed unless in writing. We may assign our rights; Client may not assign without our consent.
  18. Contact Information
    For questions or notices related to these Terms or Services:
    Energy Team Ltd.
    Email: info@energyteam.co.il
    Phone: +972-77-3442075
    Address: Aharava 1,Givat-Shmuel, Israel

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