General Terms and Conditions of INNOVATION NATIVES GmbH und Co KG
§1 General – Subject matter and scope:
The following general terms and conditions (GTC) apply to all legal transactions of INNOVATION NATIVES with its clients. The type of services and works in detail results from the conception developed by INNOVATION NATIVES, the offer, the action proposals or the individual orders. These General Terms and Conditions are an integral part of every order released in writing and of every 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 terms and conditions are only valid if they have been accepted in writing by INNOVATION NATIVES. This shall also apply if the client’s terms and conditions of business and/or delivery have not been expressly objected to.
§2 Offers/Cost Estimates:
- Our offers are subject to change unless expressly stated otherwise.
- Orders placed with us verbally by the client shall also be binding. We shall be entitled to demand that the client confirms verbally placed orders in writing without delay. Acceptance (placing of order) can be declared by the client within one month after receipt of the offer. After that INNOVATION NATIVES is no longer bound to the offer.
- The object of our activity is always the agreed service and not the achievement of a certain economic success.
- In case of changes or extensions of the scope of the contract, an appropriate adjustment of the concluded contract will be made. The prerequisite for the changes or additional services is in any case that the client has placed a written additional order with which an agreement on the additional remuneration has been reached.
- Our offers represent a realistic determination of the own and external costs to be expected. Under- and overruns of the costs of up to 10% are part of the offer and are considered accepted by the client.
- Exceeding the cost estimate by more than 10% will be notified to the client
§3 Prices and costs:
Our prices are net prices and do not include the statutory value added tax.
Third-party and travel costs are charged to the client according to expenditure and, unless otherwise agreed, without surcharge. Travel costs and outside costs, such as costs for productions, creation of prototypes and models, workshop documents, printing and programming costs, recruitment, panel rentals, incentives, questionnaire programming, studio and location rentals, will be agreed upon with the client in advance by requesting a quote, unless otherwise agreed. Third-party costs in day-to-day business, such as catering, printouts, postage and couriers, etc., will be passed on to the client without surcharge.
Drinks and snacks will be provided free of charge during presence appointments on the premises of INNOVATION NATIVES. Lunch or dinner will be charged on a per-occupancy basis.
For project organization, planning and execution INNOVATION NATIVES charges a project management fee of 15% on the net price of the approved cost estimate.
§4 Terms of Payment
- INNOVATION NATIVES is entitled to issue partial invoices of the calculated fee and external costs as follows:
- In case of an order sum of more than 50.000€: 1/3 at placing the order, 1/3 after half of the project duration and 1/3 after completion of the project.
- If the order amount is less than 50.000€: 50% at placing the order, 50% after project completion
- If the project is to run for more than 3 months, a monthly progress bill will be issued.
- Third-party costs below 10.000€ will be settled with the final invoice.
- The agreed remuneration is due for payment without deduction within 14 days after receipt of the invoice. Our invoices shall be deemed accepted if the customer does not object in writing within one week.
- If the client terminates the contractual relationship after placing the order and before completion of the project, the client is obligated to pay for the services rendered by INNOVATION NATIVES to date, but at least 25% of the agreed total remuneration.
- Cancellation 12 weeks before the appointment or earlier: 25% cancellation fee.
- Cancellation less than 12 weeks up to 4 weeks before the date: 50% cancellation fee
- Cancellation less than 4 weeks before the appointment: 100% cancellation fee
- Offsetting with counterclaims or assertion of a right of retention is only permissible if the customer’s claims are not disputed or have been legally established.
- We do not grant any cash discount on our services.
- As a rule, we place orders with third parties in the name and for the account of the customer after prior release of the costs by the customer. If, however, in exceptional cases, third-party costs are processed through INNOVATION NATIVES and the third-party providers grant a cash discount, we will make every effort to obtain the cash discount and pass it on to the client.
§5 Execution of the orders
- The client shall provide INNOVATION NATIVES with all data and documents required for the execution of the project free of charge.
- INNOVATION NATIVES is entitled to engage third parties for the performance of the service and to subcontract the order in whole or in part, provided that this does not impair interests of the client that are worthy of protection.
§6 Copyrights / Rights of Use
- The works developed within the scope of a project by INNOVATION NATIVES or its service providers are protected as personal intellectual creations by copyright law. The rights of use for all services, such as strategies, concepts, workshop documents, prototypes or similar remain with INNOVATION NATIVES and may therefore not be used, edited or changed without the consent of INNOVATION NATIVES. Unless otherwise agreed, INNOVATION NATIVES transfers the rights of use to the client for the duration and scope of the cooperation. Any use of the services of INNOVATION NATIVES beyond the cooperation period requires an explicit agreement between INNOVATION NATIVES and the client.
- We retain all rights with respect to the underlying intellectual property contained in the work results. 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 our intellectual property rights, we are able to use our professional expertise for the benefit of all our clients. Although we cannot transfer full ownership of our intellectual property to you, we hereby grant you a non-transferable and non-exclusive right to. We hereby grant you a non-transferable and non-exclusive right to use, reproduce and adapt INNOVATION NATIVES’ intellectual property within your organization to the extent necessary to enable you to implement the concepts and recommendations presented by us.
- If the client terminates the contractual relationship after placing the order and before completion of the project, an explicit agreement between INNOVATION NATIVES and the client is required for the transfer of the rights of use for the services rendered by INNOVATION NATIVES up to that point beyond the cooperation period.
INNOVATION NATIVES is liable to the client for damages only in case of intent or gross negligence. This does not apply to damages resulting from injury to body, life or health and in the case of breach of main performance obligations
Both parties mutually undertake, including all employees and other third parties involved in the project who have access to information of the other party and/or the contractual performance, to maintain absolute confidentiality with respect to such information vis-à-vis third parties not involved and to protect such confidentiality without reservation. Should data and information be subject to strict confidentiality due to their nature, they shall be marked as such by the Client. Confidentiality shall not apply to information that is generally accessible, is published by the other contracting party itself or has become known from a third party. The burden of proof for such an exception shall be borne by the party invoking the exception.
§9 Final clause
The place of performance for delivery and payment as well as the place of jurisdiction for all disputes between the contracting parties shall be Hamburg, insofar as the Customer 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 just mentioned if the Contractor does not have a general place of jurisdiction in Germany, moves its place of residence and/or business outside Germany immediately after conclusion of the contract or its place of residence or business or habitual abode is not known at the time the action is brought.