Terms and Conditions

General Terms and Conditions (GTC)

These General Terms and Conditions (GTC) apply to all contracts between Metareq GmbH (hereinafter referred to as the “Contractor”) and its clients (hereinafter referred to as the “Client”) regarding the provision of IT services, consulting services, and software development.

Any differing, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract, even if known to the Contractor, unless their validity has been expressly agreed to in writing.

1. Scope of Application

These GTC apply to all business relationships between the Contractor and the Client. They shall also apply to all future transactions with the Client, provided they concern legal transactions of a related nature.

The version valid at the time of contract conclusion shall apply.

For the purposes of these GTC, a consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or independent professional activity.

2. Services

The Contractor provides the following services:

• Requirements Engineering and Business Analysis
• Project Management and Monitoring
• Workshops and Training
• Software Development and Consulting
• Provision of Specialized Personnel (Contracting)

3. Conclusion of Contract

Offers made by the Contractor are subject to change and non-binding unless explicitly designated as binding.

A contract shall only come into effect upon written order confirmation by the Contractor or upon commencement of service provision by the Contractor.

The contract shall be concluded based on the individual project agreement, proposal, or order confirmation. These documents shall take precedence over these GTC insofar as they contain specific provisions.

4. Prices and Payment

All prices are exclusive of the applicable statutory value-added tax (VAT). Prices are based on the agreed hourly rates or fixed prices specified in the individual order confirmation.

Invoices are payable within 14 days of the invoice date without deduction. In the event of late payment, default interest of 9 percentage points above the applicable base interest rate shall be charged.

For fixed-price projects, invoicing shall be carried out according to the agreed milestones. For time-and-materials projects, invoicing shall be carried out monthly based on the hours worked.

5. Delivery and Performance

Services shall be provided according to the deadlines agreed upon in the proposal or order confirmation.

Delivery dates shall only be binding if expressly confirmed in writing by the Contractor.

In the event of unforeseeable force majeure circumstances that significantly hinder or prevent the Contractor from performing its obligations, delivery and performance deadlines shall be extended by the duration of the disruption plus a reasonable restart period.

6. Client Obligations to Cooperate

The Client shall cooperate by:

• Providing all necessary information, documents, and access rights
• Designating a qualified contact person
• Timely acceptance of interim and final deliverables
• Providing the required technical infrastructure

7. Copyright and Usage Rights

All works, documents, and software developments created by the Contractor are protected by copyright law.

Upon full payment, the Client shall receive a non-exclusive, unlimited right of use in terms of time and territory for the contractually agreed deliverables.

Templates, frameworks, and reusable components introduced by the Contractor into projects shall remain the property of the Contractor. The Client shall receive a simple right of use for these components within the scope of the project.

8. Warranty

The Contractor warrants that services will be provided with due care and in accordance with generally accepted technical standards.

For software development services, the warranty period shall be 12 months from acceptance.

The Client must notify the Contractor of defects in writing without undue delay. The Contractor shall have the right to remedy defects. Only after a second unsuccessful attempt to remedy defects may the Client demand a price reduction or withdraw from the contract.

9. Liability

The Contractor shall have unlimited liability for damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty, as well as for damages covered under the German Product Liability Act.

For all other damages, the Contractor shall only be liable in cases of intent or gross negligence. Liability for slight negligence is excluded. In cases where liability for slight negligence cannot legally be excluded, liability shall be limited to foreseeable damages typical for the contract.

10. Confidentiality

Both parties undertake to treat all confidential information and trade secrets obtained within the scope of the business relationship as strictly confidential and not to disclose them to third parties.

This obligation shall remain in force even after termination of the contractual relationship.

11. Term and Termination

The contract term and notice periods shall be governed by the individual project agreement.

Unless otherwise agreed, ongoing contracts may be terminated by either party with three months' notice effective at the end of a calendar month.

The right to extraordinary termination for good cause shall remain unaffected.

Any termination must be made in writing to be valid.

12. Data Protection

The Contractor undertakes to comply with all applicable data protection laws, in particular the General Data Protection Regulation (GDPR).

Where the Contractor processes personal data in the course of providing services, a separate Data Processing Agreement (DPA) pursuant to Article 28 GDPR shall be concluded.

13. Final Provisions

The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and jurisdiction for all disputes arising from this contract shall be Hanover, Germany, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law.

Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

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Version as of: June 14, 2026