Scope: These General Terms and Conditions (GTC) apply to all contracts between net positive ventures GmbH (hereinafter "Contractor") and its clients for the provision of consulting services, workshops, and the development of software prototypes or demo applications. They are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code). Contracts with consumers (§ 13 BGB) are not covered by these GTC.
Precedence of individual agreements: Individual contractual agreements (including any specifications or offers from the Contractor) take precedence over these GTC, provided they have been confirmed in writing.
Conflicting terms: The client's general terms and conditions do not apply, even if the Contractor does not expressly object to their validity in individual cases.
§ 2 Subject Matter and Scope of Services
Types of services: The Contractor provides the following services as agreed: (a) consulting services, (b) workshops, and (c) development of software prototypes or demo applications. The specific scope of services as well as any interim results and milestones are defined in the individual contract or offer.
No end product for prototypes: Software prototypes and demo applications are not intended for productive use. They serve exclusively for demonstration or concept validation.
No product liability: The Contractor assumes no product liability for delivered prototypes or conceptual preliminary work.
Separate contract for custom development: Services that go beyond prototyping require a separate contract.
Service character: Recommendations or assessments by the Contractor are non-binding unless expressly agreed as binding.
§ 3 Remuneration and Payment Terms
Remuneration amount: Remuneration is defined in the contract or offer and is net plus statutory VAT.
Due date: Unless otherwise agreed, invoices are due for payment within 14 calendar days of receipt without deduction.
Late payment: In the event of late payment, statutory provisions apply (§§ 286 ff. BGB). The Contractor may charge default interest of 9 percentage points above the base rate.
Set-off and retention: The client may only set off against undisputed or legally established claims or withhold payments.
§ 4 Expenses and Travel Costs
Reimbursement: The client reimburses the Contractor for necessary travel and accommodation costs as well as other expenses upon proof.
Travel time: Travel time is considered working time and is remunerated or charged at a flat rate, if contractually agreed.
Coordination: Travel and costs are coordinated with the client in advance where possible.
§ 5 Dates, Cancellation and Rescheduling
Meeting dates: Agreed dates are met to the best of our ability; in case of inability, immediate notification is provided.
Cancellation by client:
14 days in advance: free of charge (plus non-cancellable expenses)
14 – 7 days: 50% of remuneration
< 7 days: 100% of remuneration
Rescheduling: Short-notice rescheduling may be treated as cancellation if no alternative utilization is possible.
Cancellation by Contractor: Alternative date or refund of remuneration already paid; further claims only in case of intent or gross negligence.
§ 6 Client's Obligations to Cooperate
Provision of information: The client provides all required data, documents, and contacts in a timely manner.
Working environment: The client ensures suitable working conditions on site.
Consequences of non-cooperation: Delivery deadlines are extended; additional costs may be charged.
§ 7 Copyright and Usage Rights
Copyright: All work results are subject to the Contractor's copyright.
Simple usage rights: Upon full payment, the client receives a simple, non-transferable right to use the work internally.
Workshop assets: Handouts, presentation slides, audio/video recordings, and other workshop materials may only be used internally.
Prototypes: Usage rights for prototypes are limited to testing and demonstration purposes.
Trademark protection: Copyright or trademark notices may not be removed.
§ 8 Confidentiality
Duty of confidentiality: Both parties treat confidential information in strict confidence.
Exceptions: Publicly known or lawfully obtained information is excluded.
Duration: The obligation continues after the end of the contract.
§ 9 References and Self-Promotion
Reference listing: The Contractor is entitled to use the client's name, logo, and a brief project description as a reference, unless the client objects in writing.
Confidential content: Trade or business secrets of the client as well as confidential project details are not published.
Revocation: The client may revoke consent to reference listing at any time for the future.
§ 10 Third-Party Services and Tools
Use of third-party software: Paid third-party services are charged to the client; open source licenses are observed.
Limitation of liability: The Contractor is not liable for errors in third-party software unless at fault.
Management fee: A management fee of 10% may be charged for subcontracting.
§ 11 Subcontractors
The Contractor may use subcontractors and remains responsible for their actions; confidentiality obligations are passed on.
§ 12 Liability and Warranty
Unlimited liability: For intent and gross negligence as well as for personal injury.
Limited liability: For simple negligence only in case of breach of material contractual obligations, limited to typical damages.
Prototype liability: Use is at the client's own risk; no liability for productive use.
Warranty exclusion: Prototypes are delivered "as is".
§ 13 Final Provisions
Choice of law: German law applies; UN Convention on Contracts for the International Sale of Goods is excluded.
Jurisdiction: Contractor's registered office, if the client is a merchant.
Written form: Amendments require written form; text form is not sufficient.
Severability clause: Invalid provisions are replaced by economically equivalent ones; the contract remains valid in all other respects.