§ 1 Scope of Application
These Terms & Conditions (hereinafter "T&C") apply to all business relationships between NOVARIS Consulting GmbH, Bahnhofstraße 32, 82152 Planegg (hereinafter "NOVARIS" or "Contractor") and the client (hereinafter "Client").
Deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that NOVARIS has expressly agreed to their validity in writing. This consent requirement applies in any case, for example even if NOVARIS provides the service without reservation while being aware of the Client's terms and conditions.
§ 2 Subject Matter
NOVARIS provides consulting services in the area of the R&D Tax Credit under the German Research Allowance Act (FZulG). The exact scope of services is determined by the individual proposal or service description.
The services include in particular:
- Analysis and identification of eligible research and development projects
- Preparation and submission of the certification application to the Certification Body for Research Allowance (BSFZ)
- Support with the application to the responsible tax office
- Guidance and communication during the certification process
- Documentation of R&D activities in accordance with FZulG requirements
NOVARIS does not owe any specific outcome (in particular not the approval of the R&D Tax Credit), but rather the professional delivery of the agreed consulting services.
§ 3 Fees and Payment Terms
3.1 Success-Based Fee
Unless otherwise agreed in the individual contract, NOVARIS's fee is success-based. The fee only becomes due when the Client has received a positive certification from the BSFZ and/or an R&D Tax Credit notice from the tax office.
3.2 Fee Amount
The exact fee amount (percentage of the approved R&D Tax Credit or fixed price) is specified in the individual proposal.
3.3 Due Date
Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.
3.4 Value Added Tax
All prices are quoted exclusive of the applicable statutory value added tax.
§ 4 Client Cooperation Duties
The Client is obligated to provide NOVARIS with all documents, information, and data required for the execution of the engagement in a timely, complete, and truthful manner. This includes in particular:
- Project descriptions and technical documentation of the R&D projects
- Personnel cost and material cost statements
- Existing funding decisions or rejections
- Contact persons for queries on technical and commercial details
Delays caused by untimely or incomplete cooperation by the Client shall not be attributable to NOVARIS. Additional costs arising from incorrect or incomplete information provided by the Client may be charged separately.
§ 5 Vertraulichkeit und Privacy Policy
Both parties undertake to treat all confidential information of the other party obtained during the collaboration as strictly confidential and to use it only for the purposes of the contractual collaboration.
NOVARIS processes personal data of the Client exclusively in accordance with applicable data protection regulations (GDPR, BDSG). Further details are set out in our Privacy Policy.
The confidentiality obligation shall continue to apply after termination of the contractual relationship.
§ 6 Liability
6.1 Limitation of Liability
NOVARIS shall not be liable for slightly negligent breaches of non-essential contractual obligations. In the case of slightly negligent breaches of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical of the contract.
6.2 No Guarantee of Funding Approval
NOVARIS does not guarantee the approval of the R&D Tax Credit by the BSFZ or the responsible tax office. The decision on granting the R&D Tax Credit rests solely with the relevant authorities.
6.3 Unaffected Liability
The foregoing limitations of liability shall not apply to damages resulting from injury to life, body or health, in cases of intentional or grossly negligent conduct, or to claims under the Product Liability Act.
§ 7 Term and Termination
7.1 Contract Commencement
The contract is concluded upon acceptance of the NOVARIS proposal by the Client (in writing, by email, or by signing the consulting agreement).
7.2 Term
The contract applies for the duration of the project specified in the proposal. It ends automatically upon completion of the agreed services and full payment of fees.
7.3 Ordinary Termination
Either party may terminate the contract in writing with 4 weeks' notice to the end of the month. In the event of termination by the Client after the application has already been submitted, NOVARIS shall be entitled to compensation for services rendered up to that point.
7.4 Extraordinary Termination
The right to extraordinary termination for good cause is reserved by both parties.
§ 8 Intellectual Property
All documents, analyses, applications, and documentation produced by NOVARIS in the course of fulfilling the engagement are protected by copyright. The Client receives a simple, non-transferable right of use for the contractually agreed purpose.
Transfer to third parties requires the prior written consent of NOVARIS, unless the transfer is made to the relevant authorities as part of the application process.
§ 9 Final Provisions
9.1 Written Form
Amendments and supplements to these T&C must be made in writing. This also applies to the waiver of this written form requirement.
9.2 Applicable Law
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.3 Place of Jurisdiction
If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Munich.
9.4 Severability Clause
Should any provision of these T&C be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid or unenforceable provision with a provision that most closely approximates the economic purpose of the invalid or unenforceable provision.