1. Provider and scope
1.1 These General Terms and Conditions apply to contracts between:
MetaReq GmbH
Bergener Str. 23
30625 Hannover
Germany
— hereinafter “Metareq” —
and its clients for consulting, analysis, conceptual design, training, development and implementation services.
Contact:
Email: mehrshad.ansari@metareq.com
Telephone: +49 176 56769849
1.2 Metareq’s services are offered exclusively to persons acting in the course of their trade, business or profession within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. These Terms and Conditions are not intended for contracts with consumers.
1.3 They cover, in particular, services in the following areas:
- Digital Check and assessment of digital maturity;
- Process Excellence and process optimisation;
- AI & Automation;
- requirements analysis, business analysis and requirements engineering;
- software design, software architecture and custom software development;
- implementation, systems integration and technical project support;
- project management, workshops, training and knowledge transfer.
1.4 Software subscriptions, SaaS offerings, hosting, ongoing operations and standalone software products may require supplementary contractual terms. Such services are owed only where expressly agreed.
1.5 Any conflicting terms and conditions of the client apply only if Metareq expressly agrees to them. Mere knowledge of such terms or performance of an order without reservation does not constitute acceptance.
1.6 Individually negotiated agreements take precedence over these Terms and Conditions. Unless otherwise agreed, conflicts between the remaining contractual documents are resolved in the following order of precedence:
- project-specific contractual provisions and agreed changes;
- the agreed statement of work, including its appendices;
- these Terms and Conditions.
2. Offers and formation of contracts
2.1 Descriptions of services on the website constitute an invitation to contact Metareq and do not constitute a binding contractual offer.
2.2 A contract is formed by acceptance of a binding offer or another corresponding agreement between the parties. Acceptance may be communicated by email.
2.3 Where an offer specifies an acceptance period, that period applies. Offers identified as non-binding require subsequent order confirmation.
2.4 Submitting an enquiry or arranging an introductory consultation does not, in itself, create a paid project engagement. Any charges for a consultation or workshop will be expressly agreed in advance.
3. Scope of services and contractual classification
3.1 The offer and the agreed statement of work determine the services owed. They specify, in particular, the objectives, scope, deliverables, responsibilities, technical requirements and, where applicable, acceptance criteria.
3.2 For consulting, support and training services, Metareq owes the professional performance of the agreed activities. A particular commercial outcome, specific cost saving, increase in revenue or grant approval is owed only where expressly agreed.
3.3 Where a specific, verifiable result is owed, such as software with agreed functions or a defined technical integration, the applicable German rules governing contracts for work and services (“Werkverträge”) apply. The legal classification depends on the actual contractual content.
3.4 For projects combining different types of services, consulting activities and obligations to deliver a specific result should be distinguished in the statement of work.
3.5 A Digital Check comprises the assessment, evaluation and recommendations agreed in the engagement. It does not constitute a comprehensive IT security audit, certification, legal review or guarantee that all business risks have been identified, unless such services are expressly agreed.
3.6 Business cases, effort estimates and forecasts are based on the information available and the documented assumptions. Metareq explains material assumptions and identifiable uncertainties in a comprehensible manner.
3.7 Legal advice, tax advice and other services reserved by law to authorised professionals are not included unless expressly agreed and provided under the necessary authorisation.
4. Independence and cooperation
4.1 Metareq develops recommendations based on the client’s agreed objectives, requirements and circumstances. The client is required to purchase products from a particular vendor only where expressly agreed.
4.2 Metareq discloses commercial relationships or remuneration from recommended providers that may influence a specific recommendation before the client makes its decision.
4.3 Metareq takes the client’s business and technical requirements into account. Business decisions and approval of material changes remain with the client unless separate decision-making authority has been agreed.
4.4 Where necessary, both parties appoint contact persons to coordinate project information and facilitate decisions within their respective authority.
5. Client cooperation
5.1 The client provides the information, documents, personnel, access rights and technical prerequisites necessary for performance in a timely manner.
5.2 The client informs Metareq of relevant requirements, particularly internal security policies, regulatory requirements, necessary approvals and known limitations of the systems concerned.
5.3 The client is responsible for ensuring that it is entitled to make the data, content and systems it supplies available for the agreed purposes. Metareq informs the client of identifiable legal or technical concerns.
5.4 The client makes decisions and carries out reviews and approvals within agreed periods or periods that are reasonable in the circumstances. Silence does not constitute consent unless expressly provided otherwise by law.
5.5 Before changes are made to production systems, the parties agree on necessary safeguards, access rights and approvals. Unless Metareq expressly undertakes responsibility for backups, the client ensures that suitable backups and recovery capabilities are available.
5.6 If Metareq identifies missing cooperation, it informs the client of the anticipated consequences. Deadlines are adjusted only to the extent that the missing cooperation actually affects performance.
5.7 Additional work resulting from missing cooperation does not automatically become chargeable. Its remuneration must be agreed before it is incurred or is governed by statutory provisions where their requirements are met.
6. Personnel and implementation partners
6.1 Metareq may use suitably qualified employees and subcontractors unless personal performance or another arrangement has been agreed.
6.2 Metareq remains responsible to the client for the services of its subcontractors within the scope of its contractual obligations.
6.3 Where personal data or confidential information is involved, the applicable data protection, confidentiality and security requirements are observed.
6.4 If the client directly engages an implementation partner recommended by Metareq, the contract for that partner’s services is concluded between the client and the partner. Responsibilities are clearly allocated before engagement. Metareq’s own advisory and selection obligations remain unaffected.
6.5 Metareq is responsible for organising and staffing the services. Project coordination and the client’s technical and business requirements remain permissible. The supply of temporary agency workers is not covered by these Terms and Conditions.
7. Deadlines and place of performance
7.1 Services are performed remotely or at the agreed location.
7.2 Dates and milestones are binding where agreed as such. Information identified as a plan or estimate serves as project guidance.
7.3 If either party becomes aware of circumstances that jeopardise agreed deadlines, it promptly informs the other party. The parties coordinate necessary corrective measures and their effects on the project schedule.
7.4 A change to a deadline does not automatically change the remuneration.
8. Changes to the scope of services
8.1 Either party may propose changes to the agreed scope.
8.2 Metareq assesses the effects on effort, remuneration, deadlines, technical dependencies and work already performed. If the assessment itself requires substantial effort, its remuneration is agreed in advance.
8.3 Changes are agreed and documented before implementation. Until agreement is reached, the existing scope remains applicable to the extent that continuing it is possible and reasonable.
8.4 Remedying a defect within the agreed scope does not constitute a chargeable change.
8.5 For agile projects, the engagement specifies, in particular, the budget, prioritisation, binding requirements and change management process. Agreeing to use an agile approach does not, by itself, determine the contractual classification or the result owed.
9. Remuneration and invoicing
9.1 Remuneration is specified in the relevant engagement. It may be agreed as a fixed price, on a time-and-materials basis or as recurring remuneration for a defined allocation of services.
9.2 All prices are exclusive of statutory VAT, where applicable.
9.3 For time-based billing, Metareq provides a comprehensible record of the services performed and time spent. One working hour consists of 60 minutes; any other billing unit must be agreed.
9.4 Unless otherwise agreed, time-based services are invoiced monthly in arrears.
9.5 Fixed prices apply to the agreed scope. Progress payments and milestone payments are governed by the engagement or the applicable statutory requirements.
9.6 Travel expenses, travel time, accommodation and other expenses are charged separately only where arrangements have been agreed in advance.
9.7 Licence fees, cloud costs and other third-party services are included only where specified in the engagement. Additional costs that Metareq is to incur in the client’s name or at the client’s expense require the client’s prior approval.
9.8 Unless otherwise agreed, invoices are payable without deduction within 14 calendar days of receipt, but not before the relevant remuneration becomes due under applicable law.
9.9 The consequences of late payment are governed by statutory provisions.
9.10 The client may set off claims that are undisputed or established by a final judgment, as well as claims closely legally connected with the remuneration claim. Statutory rights to withhold performance and rights of retention remain unaffected.
10. Acceptance of deliverables
10.1 Where a deliverable requiring acceptance is owed under a contract for work and services, Metareq notifies the client of its completion and makes it available for review.
10.2 Review is based on the agreed requirements and acceptance criteria. The client declares acceptance where the deliverable conforms to the contract. Acceptance may not be refused because of minor defects.
10.3 Identified defects must be described so that Metareq can understand and investigate them. Metareq assists the client in identifying the issue where necessary.
10.4 Minor defects are documented and remedied within a reasonable period. The client’s statutory rights remain unaffected.
10.5 Partial acceptance takes place only where expressly agreed.
10.6 Acceptance by expiry of a deadline is governed exclusively by statutory requirements, particularly Section 640(2) BGB.
10.7 Acceptance is not required for services that do not involve an obligation to deliver a specific result. Receipt of activity reports does not constitute a waiver of existing rights.
11. Defects and performance issues
11.1 For obligations to deliver a specific result, rights relating to defects are governed by statutory provisions unless a valid alternative arrangement has been agreed.
11.2 The client has, in particular, statutory rights to remedial performance and, where the relevant requirements are met, to remedy defects itself, reduce the price, withdraw from the contract or claim damages.
11.3 The client informs Metareq of identified issues and provides information reasonably necessary for their investigation.
11.4 Changes made by the client or third parties do not automatically exclude rights relating to defects. Where an issue is caused by such changes and is not attributable to Metareq, remedying it is not included in remedial performance provided free of charge.
11.5 Breaches of obligations in relation to services are governed by statutory provisions.
11.6 Statutory limitation periods apply.
12. Rights of use and work results
12.1 Pre-existing rights in methods, templates, tools, libraries and other components remain with their respective rights holders.
12.2 Unless otherwise agreed in the engagement, upon full payment of the remuneration for the relevant work result, the client receives a non-exclusive right to use that result, unlimited in time and territory, to the extent necessary for the agreed contractual purpose.
12.3 For custom-developed software, this right includes use in accordance with the contract and the modification and further development necessary for that purpose by the client or service providers engaged by it. Rights in third-party components remain unaffected.
12.4 Source code developed specifically for the client is delivered together with the agreed development documentation. For fixed-price engagements, final delivery takes place no later than after full payment of the remuneration owed for it. Different delivery dates may be agreed in the engagement.
12.5 Pre-existing tools, internal development environments and components outside the agreed deliverables do not have to be supplied separately. Their use must not impair the agreed usability of the work results.
12.6 Exclusive rights of use, redistribution rights, provision as a standalone product to third parties or use beyond the agreed contractual purpose require a separate agreement. Use for the client’s own customers remains permitted where expressly contemplated by the engagement.
12.7 Until the final grant of rights, Metareq permits use to the extent necessary for testing, acceptance and any agreed provisional operation.
12.8 Metareq may reuse general experience and non-confidential methods. Personal data, trade secrets and client-specific confidential content must not be disclosed in doing so.
13. Third-party software and open source
13.1 Third-party software, cloud services and open-source components may be used where required for the agreed solution.
13.2 Before committing to their use, Metareq informs the client of material licence terms, additional costs and identifiable restrictions affecting the intended use.
13.3 Components whose licence terms would require disclosure or licensing of client-specific source code are used only after prior agreement.
13.4 Third-party components are subject to their respective licence terms. Metareq documents dependencies and licence notices material to use within the agreed deliverables.
13.5 Where the client directly engages third-party services, their provision and operation are governed by the relevant third-party contract. Metareq’s own selection, integration, information and performance obligations remain unaffected.
14. AI and automation
14.1 Where AI-supported or automated functions form part of the engagement, the project defines their purpose, data sources, technical limitations and necessary controls.
14.2 AI outputs may be incorrect, incomplete or non-reproducible. Metareq takes this into account when designing, implementing and documenting the agreed solution. Agreed functions, quality requirements and review obligations remain unaffected.
14.3 Before production use, the parties determine which results require professional review, which approvals are necessary and who is responsible for them. Responsibility for business decisions remains with the client unless another legally permissible allocation of responsibilities has been agreed.
14.4 The client’s confidential information and personal data may be transmitted to external AI services only where approved in advance and the necessary legal, contractual and technical requirements have been met.
14.5 The project engagement does not authorise the use of client data to train general-purpose AI models. Such use would require a separate, legally permissible agreement.
14.6 Metareq informs the client of identifiable limitations concerning rights in AI-generated content. Agreed rights clearance obligations and responsibility for services supplied by Metareq remain unaffected.
15. Data protection and information security
15.1 Both parties comply with the data protection laws applicable to them.
15.2 Where Metareq processes personal data on the client’s behalf, the parties enter into a data processing agreement under Article 28 GDPR before processing begins. Necessary arrangements concerning subprocessors, technical and organisational measures and international data transfers are set out in that agreement.
15.3 The client provides personal data only to the extent necessary for performance. Wherever possible and appropriate, test data is anonymised or pseudonymised.
15.4 Access to the client’s systems is restricted to the permissions and periods required. The client’s security requirements are agreed before access is granted.
15.5 The parties inform each other without undue delay of security incidents of which they become aware, insofar as these affect the other party’s data or systems. Statutory notification obligations and provisions of a data processing agreement remain unaffected.
15.6 On termination, the return and deletion of personal data are governed by the applicable data processing agreement and statutory requirements.
16. Confidentiality and references
16.1 Both parties keep the other party’s confidential information confidential and use it only to perform the contract.
16.2 Confidential information includes, in particular, trade secrets, internal processes, access credentials, non-public technical documents, source code, calculations and information whose confidential nature is apparent.
16.3 This obligation does not apply to information demonstrably and lawfully in the public domain, independently developed or lawfully obtained from third parties without a confidentiality obligation.
16.4 Disclosure required by law remains permissible. Where legally permitted, the other party is informed in advance.
16.5 Employees and subcontractors receive confidential information only to the extent necessary for their duties and where appropriate confidentiality obligations are in place.
16.6 Confidentiality obligations continue after termination for as long as a legitimate interest in confidentiality exists.
16.7 Use of the client’s name, trademarks, logos or project details as a reference requires the client’s prior consent.
17. Maintenance and ongoing operations
17.1 Maintenance, support, monitoring, hosting and ongoing operations are owed only where expressly commissioned.
17.2 Scope, service hours, response times, availability, security updates, backups and recovery are specified in a separate statement of work or service agreement.
17.3 Without such an agreement, there is no obligation to provide ongoing adaptation to subsequent changes in operating systems, interfaces or third-party services. Statutory rights relating to defects and expressly agreed update obligations remain unaffected.
17.4 If Metareq identifies material security or operational risks in its own solution while performing the services, it informs the client.
18. Liability
18.1 Metareq’s liability is unlimited:
- in cases of intent or gross negligence;
- for culpable injury to life, body or health;
- for fraudulent concealment of a defect;
- within the scope of an expressly assumed guarantee;
- under the German Product Liability Act and other mandatory statutory liability provisions.
18.2 In cases of ordinary negligence, Metareq is otherwise liable only for breach of an essential contractual obligation. An essential contractual obligation is one whose fulfilment enables proper performance of the contract and on whose observance the client may ordinarily rely. In such cases, liability is limited to the foreseeable loss typical of the contract at the time it was concluded.
18.3 Liability for ordinary negligence is otherwise excluded.
18.4 Statutory provisions concerning the client’s contributory fault remain unaffected. This applies in particular where failure to carry out agreed and reasonable backups contributed to the occurrence or extent of a loss. Backup obligations undertaken by Metareq remain unaffected.
18.5 These liability provisions also apply for the benefit of Metareq’s legal representatives, employees and persons engaged to perform its obligations.
19. Term and termination
19.1 The term and agreed notice periods are specified in the relevant engagement. Where no provision has been agreed, statutory provisions apply.
19.2 For contracts for work and services, the client’s termination right under Section 648 BGB, including the statutory consequences for remuneration, remains unaffected.
19.3 Both parties’ rights to terminate for good cause and other statutory termination rights remain unaffected.
19.4 Rescheduling and cancellation terms for workshops and reserved appointments should be specified in the relevant offer. Without such an agreement, no flat-rate cancellation charges apply; statutory claims remain unaffected.
19.5 Following termination, the parties coordinate handover of the project’s current status, return of client-owned documents and termination of access rights. Existing rights to delivery, use and retention remain unaffected.
19.6 Additional handover or migration services are remunerated separately where they are not already owed and have been commissioned in advance.
20. Exceptional impediments to performance
20.1 If a party is prevented from performing by an event beyond its reasonable control that could not have been avoided even with appropriate precautions, it promptly informs the other party of the cause, anticipated duration and consequences.
20.2 The parties take reasonable measures to limit the consequences. Performance deadlines are extended only to the extent of the actual disruption and a reasonable restart period.
20.3 Ordinary staffing shortages, avoidable technical failures and a lack of financial resources do not, in themselves, qualify as such events.
20.4 Statutory rights relating to impossibility, delay, material changes in circumstances or the unreasonableness of continuing the contract remain unaffected.
21. Final provisions
21.1 The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.
21.2 Hannover is the exclusive place of jurisdiction where the client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. Mandatory exclusive jurisdictions remain unaffected. In all other cases, statutory jurisdiction rules apply.
21.3 For clarity and traceability, contractual amendments and additions should be documented in text form, for example by email. The precedence of individually negotiated agreements under Section 305b BGB remains unaffected.
21.4 Amendments to these Terms and Conditions do not automatically apply to existing contracts. A valid agreement is required for that purpose.
21.5 If any provision of these Terms and Conditions is or becomes invalid, the remainder of the contract remains effective unless otherwise provided by law. Invalid provisions are replaced by the applicable statutory provisions.