Terms & Conditions
Please read these Terms and Conditions carefully before using our services or website.
Scope
Scope & Applicability
These Terms and Conditions (“Terms”) govern all business relationships between Metriklab Engineering & Automation (“we”, “us”, “Company”) and our clients (“Client”, “you”), including all services, offers, deliverables, and use of our website at metriklab-engineering.io.
These Terms apply exclusively to business clients (B2B). Deviating conditions of the Client shall not apply unless we have expressly agreed to them in writing.
Any individual agreements made with the Client (e.g. project agreements, service agreements) shall take precedence over these General Terms and Conditions.
Services
Services
Metriklab Engineering & Automation provides engineering and technical services including, but not limited to:
- Embedded Software: Real-time firmware development, sensor fusion, BMS software
- CAE & Engineering: Structural analysis, FEA, crash simulation, fatigue analysis
- Automation & Engineering: System design, industrial IoT integration, process optimisation
- Technical Publications: Technical authoring, illustration, animation, and training material
The specific scope of services for each engagement is defined in the applicable project agreement, statement of work, or written offer accepted by the Client.
Offers & Contracts
Offers & Contracts
Unless otherwise agreed in writing, the following payment terms apply:
- Invoices are payable within 15 days of the invoice date without deduction.
- Prices are stated in Euros (EUR) and are exclusive of applicable VAT.
- For longer projects, milestone-based billing may apply as specified in the project agreement.
- In the event of late payment, we reserve the right to charge statutory default interest pursuant to § 288 BGB.
We reserve the right to retain deliverables until all outstanding payments have been received in full.
Intellectual Property
Intellectual Property
Unless expressly stated otherwise in the applicable project agreement:
- All intellectual property rights in deliverables created by us remain with Metriklab Engineering & Automation until full payment has been received.
- Upon full payment, the Client receives a non-exclusive, non-transferable right to use the deliverables for their intended purpose, unless a full IP transfer has been separately agreed.
- We retain the right to reference completed projects and deliverables for portfolio, marketing, and case study purposes, unless the Client expressly requests confidentiality in writing.
- Pre-existing intellectual property, tools, methodologies, and frameworks belonging to either party remain the sole property of their respective owner.
Confidentiality
Confidentiality
Both parties agree to treat all confidential information received from the other party as strictly confidential. This includes technical data, business information, project details, and any other information designated as confidential.
Confidential information shall not be disclosed to third parties without prior written consent, except where required by law or regulation. This obligation of confidentiality survives the termination of the business relationship for a period of 5 years.
Where a separate Non-Disclosure Agreement (NDA) has been executed, its terms shall apply in addition to and, in case of conflict, prevail over these provisions.
Liability
Limitation of Liability
We shall be liable without limitation in cases of intent and gross negligence, injury to life, body, or health, and claims under the German Product Liability Act (ProdHaftG).
In cases of simple negligence, our liability shall be limited to foreseeable, typical damages, and only in the event of breach of a material contractual obligation (cardinal obligation).
We are not liable for indirect damages, loss of profit, or consequential damages, unless caused by intent or gross negligence.
Termination
Termination
Either party may terminate a project agreement:
- By mutual written consent at any time.
- With 30 days’ written notice to the end of a calendar month, unless a shorter notice period is agreed.
- Immediately for good cause (außerordentliche Kündigung), including material breach of these Terms, insolvency, or failure to pay after a grace period.
Upon termination, the Client shall pay for all services rendered and expenses incurred up to the effective date of termination. Deliverables for completed milestones will be transferred upon receipt of payment.
Governing Law
Governing Law & Jurisdiction
These Terms and all contracts governed by them shall be subject to the laws of the Federal Republic of Germany.
The exclusive place of jurisdiction for all disputes arising from or in connection with our business relationship shall be Munich, Germany.
Amendments
Amendments to These Terms
We reserve the right to amend these Terms at any time. Continued use of our services or website after notification constitutes acceptance of the revised Terms.
Should any provision of these Terms be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a legally valid provision that comes closest to the economic intent of the original.
Contact
Contact
For any questions regarding these Terms and Conditions, please contact us.
This document does not constitute legal advice. We recommend consulting a qualified legal professional for matters specific to your jurisdiction or circumstances.
