Object of the contract / scope of application

1.1    These General Terms and Conditions (GTC) of Neotares Consult GmbH (hereinafter referred to as "neotares") govern the performance of services by neotares and the client (hereinafter referred to as "Client").

"Service" refers to the the performance of a specific task and consulting and other services by neotares. Service may be provided in the form of work or services.

1.2    A contract – whose provisions take precedence over the content of these General Terms and Conditions – is made when signed by the Client and neotares, but at the latest upon performance of the services.

These GTC apply to all business transactions with the Client and are automatically recognised by the Client when placing an order. These GTC apply for the term of the business relationship.

1.3    Additional conditions for services may arise from separate documents or contracts, which form part of the respective agreement as annexes or order documents. Annexes become part of the contract by reference (for example in an order document).

Order placement and performance
2.1    The basis of the business relationship is the respective work or service contract or the Client's written order to neotares specifying the scope of services and remuneration.

2.2    The Client will receive an order confirmation after the order has been received. Through this order confirmation, the order is considered accepted.

2.3    Updates and changes to orders must be agreen upon in writing by both Parties and form part of the contractual relationship between neotares and the Client as an additional agreement.

Prices and terms of payment
3.1    Services are invoiced in advance, on an ongoing basis, during or after completion, depending on the agreement. The terms of payment are specified in the contract.

3.2    For services invoiced on a flat-rate basis, the Client will not receive credit or refund for services not utilised.

3.3    For services provided on a time basis (hourly or man-days), the working and travelling times incurred as well as any waiting times will be charged at the rates in the contract. Other expenses, including accommodation and travelling expenses, will be charged additionally. Unless otherwise agreed, invoices will be issued monthly at the end of each calendar month or after the services have been performed.

3.4    Invoices are payable on receipt without deduction within 14 days. If the payment deadline is not met by the Client, neotares may charge interest on arrears and late fees at the statutory rate.

3.5    VAT will be charged at the rate applicable at the time of performance. If the VAT rate is changed during the contractual period, the periods with the respective VAT rates will be deemed to have been agreed separately.

The Client may only offset against claims of neotares with counterclaims that are undisputed or have been legally established.

Delivery times and dates
4.1    Delivery times for services can only be approximate times or estimated dates, which are given to the best of our knowledge. Dates specified by neotares in the contract or the service description are not fixed dates.

4.2    Failure to meet a deadline only entitles the Client to assert the rights to which the Client is legally entitled if the Client has provided neotares with a reasonable grace period.

Obligation of the Client to co-operate
5.1   The Client must at all times provide neotares with all documents, information and materials required for the performance of the order in a timely manner. The Client must also ensure co-operation with employees or third parties.

Deployment of personnel
6.1    neotares is authorised to commission subcontractors for the performance of the agreed services or parts thereof.

Work performance acceptance
7.1    The Client must accept agreed work services immediately after they have been provided. Insignificant deviations from the agreed service do not entitle the Client to refuse acceptance.

If no acceptance is requested, the service will be deemed to have been accepted 12 working days after written notification of completion of the service or after the invoice has been sent.

7.2    If no acceptance is requested and the Client has used the service or part of the service, acceptance will be deemed to have taken place 6 working days after the start of use, unless otherwise agreed. The use of parts of a building structure for the continuation of work is not deemed acceptance.

7.3    Reservations due to known defects must be stated by the Client, at the latest, at the times specified in sections 7.1 and 7.2.

Cancellation
8.1    Unless agreed in or in accordance with the contract, the Client and neotares may cancel the contract in writing without notice for good cause if the other Party fails to fulfil its contractual obligations, even after granting a reasonable grace period. However, cancellation is excluded in the event of insignificant breaches of contract.

The termination of projects for internal or economic reasons does not entitle the Client to cancel the contract for good cause.

8.2    In case of ordinary cancellation by the Client, the Client must pay for the services provided up to the cancellation of the contract, and reimburse neotares for other costs and claims arising from the contractual or statutory provisions.

8.3    Contractual terms and conditions not limited in time by their nature continue to apply after termination of the contractual relationship; this also applies to any legal successors and authorised representatives.

Warranty
9.1    The warranty period for work services is twelve months, unless contractually agreed otherwise. At a minimum, the statutory warranty period applies if the Client is a consumer, as well as for a building or a work whose success consists in the performance of planning or monitoring services for a building.

9.2    For work services, neotares guarantees that the contractually agreed performance characteristics are fulfilled and correspond to the scope of services. Liability for defects commences upon acceptance.

9.3    neotares will remedy defects reported in writing by the Client. If neotares does not succeed in remedying a defect within a reasonable period even after a reasonable grace period, the Client may – if the value or suitability of the service is impaired – demand a price reduction at the Client’s discretion. Section 10 (Liability) applies in all other respects.

Liability
10.1  neotares is liable for breaches of main contractual obligations in accordance with statutory provisions, insofar as these have not been or are not modified in a permissible manner by contractual provisions.

10.2  neotares is also liable for grossly negligent or intentional breaches of secondary contractual obligations. Liability for slightly negligent breaches of secondary contractual obligations is excluded.

10.3  Liability based on mandatory law is not excluded or limited by contractual provisions.

10.4  In other cases, neotares' liability for indirect and consequential damages is excluded and otherwise limited to compensation for damage typical of the contract and foreseeable at the time of the occurrence of the event causing the damage.

10.5  neotares offers sufficient insurance cover of a lump sum of €3,000,000.00 to cover contract-related foreseeable damage. In all cases, neotares’ liability is limited to the above amount.

10.6  Any contractual liability of neotares will expire if not asserted by the Client in writing against neotares within six months of becoming aware of the grounds for the claim.

Other rights and obligations of the Parties
11.1  The Client and neotares agree that:

11.2  Neither Party is prevented from entering into similar contracts with others.

11.3   Each party, before taking legal action for non-performance of a contractual condition, will reasonably enable the other Party to fulfil it.

11.4   Claims arising from the contract – unless otherwise stipulated in section 9 (Warranty) of these Terms and Conditions – are subject to a three-year limitation period, unless a longer period is prescribed by law.

11.5   With the exception of payment obligations, neither Party is responsible for the non-performance of obligations for reasons outside the Party’s own sphere of influence, unless responsibility is expressly provided for in the sphere of risk of a Party.

11.6   The assignment of rights arising from a contract, with the exception of neotares’ payment claims, requires the prior written consent of the other Party, except for transfers within the Party’s company or to a legal successor. Consent may only be refused for good cause. Furthermore, third parties cannot derive any rights from the contract.

11.7  The Client is not authorised to market or otherwise provide services in accordance with the contract or parts thereof.

Data protection / confidentiality
neotares undertakes to maintain confidentiality regarding all operational, business and private matters that become known in the course of the service. This obligation to maintain confidentiality applies likewise to any vicarious agents. The duty of confidentiality also applies after termination of the contract. In addition, neotares undertakes to carefully store the documents provided for the purpose of the service activity and to protect them against inspection by third parties. neotares is entitled to archive the Client's documents after completion of an order.

Application / applicable law / other
13.1  The place of performance for any claims arising from or in connection with the contract is Frankfurt am Main. 

13.2  neotares does not recognise the Client's terms and conditions where they contradict these Terms and Conditions or other contractual agreements.

13.3  The relationship between neotares and the Client is governed exclusively by the law of the Federal Republic of Germany - including for non-contractual claims. The exclusive place of jurisdiction is Frankfurt am Main.

13.4  Other amendments or additions to a contract require the consent of both Parties and must be in writing. This also applies to any amendment of the requirement for written form, or any deviation from it.

13.5  Should individual provisions or parts of the contract be or become invalid or unenforceable, this will not affect the validity of the remaining provisions or parts of the contract. In such cases, the Parties agree to replace the invalid or unenforceable provision with a provision that most closely reflects what the Parties would have agreed upon economically and legally, taking into account their legitimate interests. This applies as if the Parties had been aware of the invalidity or unenforceability of the provision in question.