Terms and Conditions

General Terms and Conditions of INNOVATION NATIVES GmbH and Co KG

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§ 1 General – Subject matter and scope of application

The following General Terms and Conditions (GTC) apply to all legal transactions between INNOVATION NATIVES and its clients. The nature of the services and works in detail results from the concept developed by INNOVATION NATIVES, the offer, the action proposals or the individual orders. These GTC are an integral part of every order approved in writing and contract concluded, unless otherwise agreed in detail. They shall also apply to future business relations with the client without the need for their renewed express inclusion. Deviating terms and conditions of the client as well as amendments and supplements to these GTC shall only be valid if they have been recognized in writing by INNOVATION NATIVES. This also applies if the client’s terms and conditions of business and/or delivery have not been expressly contradicted.

§ 2 Offers/cost estimates

  1. Our offers are subject to change unless expressly stated otherwise.
  2. Orders placed with us verbally by the client are also binding. We are entitled to demand that the client confirms orders placed verbally in writing without delay. Acceptance (placing of order) can be declared by the client within one month of receipt of the offer. Thereafter, INNOVATION NATIVES is no longer bound by the offer.
  3. The object of our activity is always the agreed service and not the achievement of a certain economic success.
  4. In the event of changes or extensions to the scope of the contract, an appropriate adjustment shall be made to the contract concluded. A prerequisite for the changes or additional services is in any case that the client has issued a written additional order with which an agreement has been reached on the additional remuneration.
  5. Our offers represent a realistic determination of the expected internal and external costs. Cost underruns and overruns of up to 10% are part of the offer and are deemed to be accepted by the client.
  6. The client shall be notified if the cost estimate is exceeded by more than 10%

§ 3 Prices and costs

  1. Our prices are net prices and do not include statutory VAT.
  2. Third-party and travel expenses shall be charged to the client at cost and, unless otherwise agreed, without surcharge. Travel costs and external costs, such as costs for productions, creation of prototypes and models, workshop documents, printing and programming costs, recruitment, panel rental, incentives, questionnaire programming, studio and location rental, will be agreed with the client in advance by requesting a quotation, unless otherwise agreed. External costs in day-to-day business, such as catering, printouts, postage and couriers, etc. are passed on to the client without any surcharge.
  3. Drinks and snacks are provided free of charge for face-to-face meetings at the INNOVATION NATIVES premises. Lunch or dinner will be charged on a per-occupancy basis.
  4. For project organization, planning and execution, INNOVATION NATIVES charges a project management fee of 15% of the net price of the approved cost estimate.

§ 4 Terms of payment

  1. INNOVATION NATIVES is entitled to issue partial invoices for the calculated fee and external costs as follows:
    1. With an order value of over €50,000:
      1/3 when the order is placed, 1/3 halfway through the project and 1/3 after project completion
    2. With an order value of less than €50,000:
      50% when the order is placed, 50% after project completion
    3. If the project runs for more than 3 months, a monthly partial invoice will be issued.
    4. External costs under €10,000 are settled with the final invoice.
  2. The agreed remuneration is due for payment without deduction within 14 days of receipt of the invoice. Our invoices shall be deemed accepted if the customer does not object in writing within one week.
  3. If the client terminates the contractual relationship after the order has been placed and before completion of the project, the client shall be obliged to pay the costs incurred by
    INNOVATION NATIVES is obliged to pay at least 25% of the agreed total remuneration.
  4. For workshops or similar. The following detailed cancellation rules apply to appointment bookings:
    • Cancellation 12 weeks before the date or earlier:
      25% cancellation fee
    • Cancellation less than 12 weeks up to 4 weeks before the date:
      50% cancellation costs
    • Cancellation less than 4 weeks before the date:
      100% cancellation costs
  5. We do not grant any discounts on our services.
  6. Offsetting with counterclaims or assertion of a right of retention is only permitted if the customer’s claims are not disputed or have been legally established.
  7. As a rule, we award contracts to third parties in the name and for the account of the client after prior approval of the costs by the client. If, however, in exceptional cases, third-party costs are processed via INNOVATION NATIVES and the third-party providers grant a discount, we will endeavor to obtain the discount and pass it on to the client.

§ 5 Execution of orders

  1. The client shall provide INNOVATION NATIVES with all data and documents required for the implementation of the project free of charge.
  2. INNOVATION NATIVES is entitled to engage third parties for the provision of services and to subcontract the order in whole or in part, provided that this does not impair the customer’s interests worthy of protection.

§ 6 Copyrights / Rights of use

  1. The works developed by INNOVATION NATIVES or its service providers as part of a project are protected as personal intellectual creations by copyright law. The rights of use for all services, such as strategies, concepts, workshop documents, prototypes, etc. shall remain with INNOVATION NATIVES and may therefore not be used, edited or modified without the consent of INNOVATION NATIVES. Unless otherwise agreed, INNOVATION NATIVES shall transfer the rights of use to the client for the duration and scope of the collaboration. Any use of INNOVATION NATIVES’ services beyond the cooperation period shall require an express agreement between INNOVATION NATIVES and the client.
  2. We retain all rights to the underlying intellectual property contained in the Work Product. Intellectual property includes our knowledge of business principles as well as analytical concepts, approaches, methods, models, tools, processes, inventions, ideas and formats developed by INNOVATION NATIVES in the course of its work for the client, for other clients or in the course of its own research. By reserving the rights to our intellectual property, we can use our professional expertise for the benefit of all our customers.
    Although we cannot transfer full ownership of our intellectual property to you, we hereby grant you a non-transferable and non-exclusive license to use our intellectual property. INNOVATION NATIVES’ intellectual property within your organization to the extent necessary for you to implement the concepts and recommendations we provide.
  3. If the client terminates the contractual relationship after the order has been placed and before the end of the project, an express agreement between INNOVATION NATIVES and the client shall be required for the transfer of the rights of use for the service provided by INNOVATION NATIVES up to that point beyond the period of cooperation.

§ 7 Liability

INNOVATION NATIVES shall only be liable to the client for damages in the event of intent or gross negligence. This does not apply to damages resulting from injury to body, life or health and in the event of a breach of primary performance obligations.

§ 8 Confidentiality

Both parties, including all employees and other third parties involved in the project who have access to information of the other contracting party and/or the contractual service, mutually undertake to maintain absolute confidentiality with regard to such information vis-à-vis third parties not involved and to protect this confidentiality without reservation. If data and information are subject to strict confidentiality due to their nature, they must be marked as such by the client. Confidentiality shall not apply to information that is generally accessible, published by the other contracting party itself or disclosed by a third party. The burden of proof for such an exception lies with the party invoking the exception.

§ 9 Final provision

The place of performance for delivery and payment and the place of jurisdiction for all disputes between the contracting parties shall be Hamburg, provided that the client is a merchant, a legal entity under public law or a special fund under public law. The place of jurisdiction shall also apply to persons other than those named above if the Contractor has no general place of jurisdiction in Germany, moves its place of residence and/or place of business outside Germany immediately after conclusion of the contract or its place of residence and place of business or habitual abode is unknown at the time the action is brought.