T&CTerms & Conditions
for the provision of services by neonotu GmbH, Grünsinker Str. 5b, 82234 Munich, e-mail: securebox@neonotu.com (hereinafter “Provider”) to its customers (hereinafter “Client”)
1 General Information
1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Provider subject to these GTC.
1.2 The Provider shall not conclude any contracts with consumers or private individuals.
1.3 The Provider shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. The Provider shall remain the sole contractual partner of the Client. Subcontractors shall not be used if it is apparent to the Provider that their use is contrary to the legitimate interests of the Client.
1.4 Insofar as other contractual documents or other terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a conflict.
1.5 Unless expressly agreed otherwise, the Provider does not recognize any general terms and conditions of business used by the Client that deviate from these General Terms and Conditions.
2 Subject Matter of the Contract and Scope of Services
2.1 The Provider shall provide the following services to the Client as an independent contractor:
The Provider offers cybersecurity services exclusively for companies and organizations (b2b). These are services in the area of consulting, the development of (security) concepts, the implementation of training courses, forensic investigations and analyses as well as other services that are offered in the company's service area.
2.2 The specific scope of services shall be the subject of individual agreements between the Provider and the Client.
2.3 The Provider shall provide the contractual services with the greatest possible care and diligence in accordance with the latest standards, rules and knowledge.
2.4 The Provider is obliged to provide the services owed under the contract. However, in the performance of its activities, it shall not be subject to any instructions with regard to the type of performance of its services, the place of performance or the time of performance. However, the Contractor shall determine the work days and the time allocation on these days itself in such a way that optimum efficiency is achieved in its activities and in the realization of the subject matter of the contract. The provision of services by the Provider shall only take place in consultation and coordination with the Client.
3 Obligations of the Client to Cooperate
It is the Client's responsibility to provide complete and correct information, data and other content to be made available by the Client for the purpose of service fulfillment. The Provider shall not be liable to the Customer in any way for delays and delays in the provision of services caused by late and necessary cooperation or input by the Customer; the provisions under the heading “Liability/exemption” shall remain unaffected by this.
4 Remuneration
4.1 The remuneration shall be agreed in individual contracts.
4.2 The remuneration shall be paid after the services have been rendered. If the remuneration is calculated according to time periods, it shall be paid after the expiry of the individual time periods (Section 614 BGB). In the case of time-based billing, the Provider shall be entitled to invoice the services rendered on a monthly basis, unless otherwise agreed.
4.3 The Provider shall send the Client an invoice by post or email (e.g. as a PDF) after the services have been provided. Payment is due within 14 days of receipt of the invoice.
5 Liability / Indemnity
5.1 The Provider shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability. If the Provider negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless unlimited liability applies in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on the provider according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. Any further liability of the provider is excluded. The above liability provisions shall also apply with regard to the liability of the Provider for its vicarious agents and legal representatives.
5.2 The Client shall indemnify the Provider against any third-party claims asserted against the Provider due to violations of these contractual terms and conditions or applicable law by the Client.
6 Contract Duration and Termination
6.1 The duration of the contract and the deadlines for ordinary termination shall be agreed individually by the parties.
6.2 The right of both parties to terminate the contract without notice for good cause remains unaffected.
6.3 The Provider shall return or destroy all documents and other contents provided to it immediately after termination of the contract at the Customer's discretion. The assertion of a right of retention is excluded. Electronic data must be deleted completely. Exceptions to this are documents and data for which there is a longer statutory retention obligation, but only until the end of the respective retention period. The Provider shall confirm the deletion in writing to the Company at the latter's request.
7 Confidentiality and Data Privacy
7.1 The Provider shall treat all processes of which it becomes aware in connection with the order as strictly confidential. The Provider undertakes to impose this confidentiality obligation on all employees and/or third parties who have access to the information that is the subject of the contract. The confidentiality obligation shall apply indefinitely beyond the term of this contract.
7.2 The provider undertakes to comply with all data protection regulations - in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act - when carrying out the order.
8 Final Provisions
8.1 The law of the Federal Republic of Germany shall apply to the exclusion of the CISG.
8.2 Should any provision of these GTC be or become invalid, this shall not affect the validity of the remainder of the GTC.
8.3 The Client shall support the Provider in the provision of its contractual services by providing reasonable cooperation where necessary. In particular, the Client shall provide the Provider with the information and data required to fulfill the order.
8.4 If the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the Provider's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected by this.
8.5 The Provider is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not come into force; in this case, the provider shall be entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object.
(as of October 1, 2024)
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