Legal · B2B Terms

Terms of Service

The standard commercial terms that apply to NTLi GmbH consulting and software engagements with European B2B clients.

Last updated: 23 April 2026 Terms inquiries

Placeholder notice: these Terms are published in good faith and are under final legal review. The binding terms are those countersigned in your engagement contract. This page does not constitute legal advice.

1. Scope

These Terms of Service govern all B2B engagements between NTLi GmbH (“NTLi”) and the Client. They apply in addition to any signed engagement contract or statement of work, which prevails in case of conflict.

2. Services

NTLi provides custom software development, business automation, infrastructure optimisation, and technical consulting services. The specific scope, deliverables, milestones, and acceptance criteria are defined per engagement.

3. Engagement & ordering

An engagement is formed upon countersignature of a written proposal or statement of work. Changes to scope, schedule, or fees are managed through a written change-request procedure.

4. Fees & invoicing

Fees are quoted in EUR exclusive of VAT and any applicable taxes or duties. Invoices are issued according to the milestones or schedule set in the engagement and are payable within 14 days of the invoice date, unless otherwise agreed in writing.

5. Client responsibilities

The Client agrees to provide timely access to information, systems, stakeholders, and decisions reasonably required for delivery, and to ensure that all data shared with NTLi has been collected lawfully and may be processed for the agreed purposes.

6. Intellectual property & licensing

Subject to full payment, the Client receives a perpetual, non-exclusive licence to the deliverables for its internal business use. NTLi retains rights to its pre-existing materials, generic frameworks, know-how, and any reusable components, which are licensed to the Client to the extent needed to use the deliverables.

7. Confidentiality

Each party will protect the other party’s confidential information with at least the same degree of care it uses for its own confidential information, and will use it solely for the purpose of the engagement. These obligations survive termination for a period of 5 years.

8. Warranties & disclaimers

NTLi warrants that services will be performed in a professional and workmanlike manner. To the maximum extent permitted by law, all other warranties (express or implied, including merchantability and fitness for a particular purpose) are disclaimed.

9. Limitation of liability

Except for liability that cannot be limited under applicable law (including for intent and gross negligence, personal injury, or breach of mandatory data-protection rules), each party’s aggregate liability arising out of or in connection with an engagement is capped at the fees paid by the Client for that engagement during the twelve (12) months preceding the event giving rise to the claim.

10. Termination

Either party may terminate an engagement for material breach not cured within 30 days of written notice. The Client will pay for services rendered up to the effective date of termination, and NTLi will hand over work-in-progress and cooperate in a reasonable transition.

11. Force majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of war, civil unrest, government action, large-scale internet or cloud outages, and natural disasters, provided it gives prompt notice and uses reasonable efforts to mitigate.

12. Governing law & jurisdiction

These Terms are governed by the laws of Austria, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction is Vienna, Austria, to the extent permitted by mandatory law.

Last updated: 23 April 2026 · NTLi GmbH · FN 671761 · Vienna, Austria