1Definitions

• "Platform" — The Talent4Energy.com website, associated applications, and related services.
• "Buyer" (or "Client") — Any registered user who seeks, procures, or purchases Knowledge-as-a-Service solutions.
• "Consumer" — A Buyer who is a natural person acting for purposes outside their trade, business, craft, or profession.
• "Seller" (or "Professional") — Any registered independent expert, consultant, or agency offering KaaS solutions on the Platform.
• "Knowledge-as-a-Service" (KaaS) — Consulting, mentoring, training, and digital info-products provided by Sellers to Buyers in the energy sector.
• "Service Activation Protocol" (SAP) — The mandatory suite of agreements that must be electronically executed by both Buyer and Seller prior to any funded work.
• "Trustap" — The authorized third-party escrow and payment processing provider integrated into the Platform.

2Platform Role and Nature of the Relationship

2.1 Passive Intermediary Status

Talent4Energy operates exclusively as a digital venue and facilitator connecting Buyers with Sellers in the energy sector. We do not provide consulting services, nor do we endorse, guarantee, or verify the accuracy, safety, commercial viability, or regulatory compliance of any KaaS provided by Sellers.

2.2 Independent Contractors (Anti-False Employment / Falso Autónomo Protection)

Sellers are strictly independent contractors. This Agreement does not create an employment, partnership, joint venture, or agency relationship between OCALEAN GROUP SL and any Buyer or Seller.

• Sellers operate with total autonomy: they exclusively determine their own fees, schedules, methodologies, and provide their own equipment.
• Sellers retain the absolute right to offer their services on other platforms or to direct clients without exclusivity.
• Tax & Social Security Obligations: Sellers are solely responsible for declaring their income, paying applicable taxes (including VAT/IVA), and maintaining their own social security contributions (e.g., RETA in Spain).

2.3 International Sanctions and Export Controls

Given the sensitive nature of the Energy Sector, Users warrant they are not located in, under the control of, or a national or resident of any country subject to EU, UN, or US embargoes, and are not listed on any government list of prohibited or restricted parties.

2.4 Professional Liability Insurance

Given the high-stakes nature of the energy sector, Sellers are strongly encouraged — and in certain high-value projects may be required by the Buyer within the SAP — to maintain adequate Professional Indemnity/Liability Insurance to cover errors, omissions, or negligence in their consulting services.

3The Service Activation Protocol (SAP) & Knowledge Base

3.1 Mandatory Execution

Before any funded work commences, interaction between the Buyer and Seller is restricted to a unique Order Chat. To activate a service and trigger the escrow funding process, both parties must electronically sign the SAP.

3.2 Components of the SAP

• A Mutual Non-Disclosure Agreement (NDA).
• The Terms and Conditions of the Service.
• The Platform Non-Circumvention Protocol (PNCA).
• The Scope of Work, Tasks, and Deliverables.
• Verification of Secure Access Links.

3.3 Platform as Repository

Talent4Energy provides a Knowledge Base with industry-standard templates. Users may utilize these templates or upload their own custom agreements. Talent4Energy acts solely as a repository for digital signatures of the SAP and is not a party to the direct agreements between Buyer and Seller, with the exception of the PNCA.

4Escrow, Payments, and Financial Compliance

4.1 Trustap Escrow & Custody of Funds

To comply with European Payment Services Directives (PSD2), OCALEAN GROUP SL does not at any time hold, custody, or control User funds. All project funds are deposited directly into a secure escrow account managed by Trustap, which acts as the regulated Merchant of Record and Payment Service Provider.

4.2 Split-Commission Model & Fee Schedule

Talent4Energy operates on a split-commission model, deducting a percentage-based platform fee from both the Buyer and the Seller. Specific rates, caps, and mechanics are detailed on our published Fee Schedule Page, incorporated into this Agreement by reference.

4.3 Payment Release

Escrow funds, minus applicable commissions and Trustap processing fees, will only be released to the Seller upon the Buyer's formal acceptance of completed work or upon the expiration of a predefined auto-approval window of fourteen (14) calendar days following the Seller's formal submission of final deliverables, whichever occurs first.

• For Digital Downloadables: Payment is released automatically and immediately upon the Buyer initiating the download or accessing the content, requiring no further confirmation.

4.4 KYC, AML, and DAC7 Tax Compliance

All Users must successfully complete the Know Your Customer (KYC) verification processes required by Trustap. As an online marketplace, Talent4Energy is legally obligated to report Seller earnings and tax identification numbers to the Spanish Tax Agency (Agencia Tributaria) in compliance with the EU DAC7 Directive.

4.5 Consumer Rights & B2C Online Training (Right of Withdrawal)

While the Platform is primarily B2B, when a Consumer purchases Online Training or digital info-products, European Consumer Rights apply. By expressly consenting to the execution of digital content and initiating the download or stream, the Consumer loses their 14-day right of withdrawal. Refunds for downloaded digital content will only be issued in cases of verified technical defects.

5Dispute Resolution and Mediation

5.1 First Line of Mediation

In the event of a dispute regarding quality of work, milestone completion, or release of escrow funds, Talent4Energy shall act as the First Line of Mediation.

5.2 Objective Mediation Process

Talent4Energy will not make arbitrary financial decisions. Mediation consists of an objective review of the Order Chat against the deliverables specified in the executed SAP. Talent4Energy will propose a resolution or partial payment based strictly on documented evidence.

5.3 Trustap Escalation

If mediation reaches an absolute impasse, the dispute will be escalated to Trustap's internal dispute resolution framework. As the Merchant of Record, Trustap shall serve as the final financial arbiter for the disposition of escrowed funds.

6Tripartite Intellectual Property Framework

Unless explicitly altered by the Buyer and Seller within their customized SAP, the following baseline IP rules apply:

6.1 Buyer's Data

All proprietary data, schematics, systems, or confidential information provided by the Buyer remains the sole and exclusive property of the Buyer.

6.2 Seller's Knowledge (Background IP)

The Seller retains full and exclusive ownership of all pre-existing methodologies, templates, algorithms, frameworks, and general industry knowledge brought to the project.

6.3 Knowledge Transference (Deliverables)

Ownership of, or the commercial license to, the specific customized output generated for the Buyer (the Deliverable) is transferred to the Buyer strictly and only upon the full release of the escrow funds. In the event of a dispute, refund, or circumvention resulting in non-payment, the Buyer possesses no rights to use the Deliverables.

6.4 Infringement Penalty

Any User found misusing third-party IP, attempting to sell copyrighted material without authorization, or plagiarizing deliverables will face an immediate platform ban.

6.5 Online Training Licenses

The purchase of standardized Online Training or digital info-products does not constitute a transfer of copyright. The Buyer receives only a personal, non-exclusive, non-transferable license to view and consume the content.

7Data Protection, Privacy, and The Secure Access Shield

7.1 Project Data Minimization and Legal Retention

Talent4Energy utilizes a "Secure Access Shield" architecture. We do not host, process, or retain the Buyer's core energy project materials or confidential technical files. Talent4Energy does retain platform-level data, Order Chat logs, identity verification records, and transactional financial data for statutory periods mandated by Spanish Tax (DAC7) and AML laws (typically up to 10 years).

7.2 Secure Access Links

The Buyer is strictly responsible for scoping, hosting, and restricting access to their proprietary technical data using external "Secure Access Links."

7.3 GDPR and LOPDGDD Compliance

OCALEAN GROUP SL processes platform-level personal data strictly in accordance with our Privacy Policy, the EU General Data Protection Regulation (GDPR), and the Spanish Organic Law 3/2018 (LOPDGDD). Regarding the actual project data exchanged between Users, the Buyer acts as the Data Controller and the Seller as the Data Processor.

7.4 Breach Compliance

If a Seller maliciously breaches the parameters of a Secure Access Link, Talent4Energy will immediately terminate the Seller's account and fully comply with lawful subpoenas to provide platform chat logs to law enforcement or the affected Buyer.

7.5 Cookies and Tracking Technologies (LSSI-CE)

In compliance with the Spanish LSSI-CE, the Platform uses cookies and similar technologies. Users may manage non-essential cookie preferences as detailed in our Cookie Policy.

8User-Generated Content and Code of Conduct

8.1 User-Generated Content (UGC) License

By posting profile information, portfolio items, or public reviews on the Platform, you grant OCALEAN GROUP SL a worldwide, non-exclusive, royalty-free license to display, reproduce, and distribute such content solely for the purpose of operating, marketing, and promoting the Platform.

8.2 Acceptable Use

All Users agree to adhere strictly to the following Code of Conduct. Users shall not:

• Impersonate or Falsify: Impersonate any person or entity, or falsify professional credentials, certifications, or affiliations.
• Engage in Fraud: Participate in fraudulent, illegal, or deceptive practices, including manipulation of reviews, ratings, or platform metrics.
• Harass or Extort: Harass, threaten, blackmail, or use discriminatory or abusive language toward other Users or Talent4Energy staff.
• Distribute Malicious Content: Use the Platform to distribute spam, malware, phishing links, or unauthorized advertising.

Violation of this Code of Conduct constitutes a material breach of this Agreement and may result in immediate account suspension.

9Platform Non-Circumvention Agreement (PNCA)

9.1 12-Month Restriction

By utilizing the Platform to connect, both the Buyer and the Seller strictly agree that any subsequent work, contract extensions, or related services arising from this initial engagement must be processed and billed exclusively through the Talent4Energy platform for a period of twelve (12) months from the date of the most recently signed PNCA.

9.2 Conversion / Buyout Clause

A Buyer may officially transition a Seller off-platform by notifying Talent4Energy and paying a one-time Conversion Fee of $10,000 USD (or equivalent in the project currency). This Conversion Fee represents a reasonable, pre-estimated liquidated damage (cláusula penal) reflecting the legitimate loss of platform commissions and is not a punitive fine.

9.3 Penalty for Circumvention

Attempting to bypass the Platform's payment infrastructure without paying the Conversion Fee constitutes a material breach. Violators will be subject to immediate account termination and will be held jointly and severally liable for the Conversion Fee, along with any reasonable legal costs incurred by Talent4Energy.

9.4 Communication Strictures

Users are strictly prohibited from requesting or sharing external contact information (email addresses, phone numbers, Skype, WhatsApp, or external Zoom links) prior to the full execution of the SAP and the funding of escrow.

10Limitation of Liability and Indemnification

10.1 Limitation of Liability

Except in cases of gross negligence, willful misconduct (dolo), death, or personal injury, OCALEAN GROUP SL's total liability to any User shall be limited to the total platform fees retained by Talent4Energy from that specific User in the six (6) months preceding the claim.

10.2 Indemnification

You agree to indemnify, defend, and hold harmless OCALEAN GROUP SL, its directors, and employees from and against any claims, liabilities, damages, judgments, and costs (including reasonable legal fees) arising out of your use of the Platform, your violation of this Agreement, or your execution of any KaaS contract.

11General Provisions

11.1 Termination and Account Closure

In compliance with the EU Platform-to-Business (P2B) Regulation (2019/1150) and the Digital Services Act (DSA):

• Termination for Cause: Talent4Energy reserves the right to suspend or terminate your account immediately and without prior notice in the event of a material breach. A "Statement of Reasons" will be provided explaining the objective grounds for the restriction.
• Termination for Convenience: Talent4Energy may terminate this Agreement for any other reason by providing at least thirty (30) days' prior written notice.

11.2 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Spain. Each party irrevocably agrees that the commercial courts of Madrid, Spain, shall have exclusive jurisdiction to settle any dispute or claim.

11.3 Modifications

Talent4Energy reserves the right to modify this Agreement. We will provide at least fifteen (15) days' prior written notice of any material changes. Users who disagree with modifications retain the right to terminate their account prior to the new terms taking effect.

11.4 Digital Services Act (DSA) Compliance & Reporting

In accordance with the EU Digital Services Act, Talent4Energy acts as a hosting service. Users and third parties may report illegal content or violations via our designated contact channels. Users subject to content removal or account restriction have access to our free internal complaint-handling system for six (6) months following the decision.

11.5 Survival

After this Agreement terminates, the following provisions survive: intellectual property protections, non-circumvention, indemnification, and limitations of liability.

By creating an account and using Talent4Energy, you acknowledge that you have read, understood, and agree to be bound by this Master User Agreement.