General Terms and Conditions

1. Scope and definitions

1.1 These General Terms and Conditions ("Terms") apply to all contracts, deliveries and other services between Rie Brn Pvt. Ltd, trading as Riebrn Engineering Solutions ("riebrn", "we", "us"), and its clients ("Client", "you"). Our full company details are set out in our Legal Notice.

1.2 These Terms apply both to businesses — natural or legal persons acting in the exercise of their trade, business or profession — and to consumers, meaning any natural person entering into the contract for purposes that are predominantly outside their trade, business or profession. Where a provision applies only to one of the two, this is stated expressly.

1.3 These Terms apply to our services across all of our fields of work, in particular software and platform development, Odoo ERP and POS implementation, embedded systems, electronics and mechanical engineering, simulation and research services, design and construction services, and the provision of engineering and specialist capacity ("on-demand talent").

1.4 Terms and conditions of the Client that conflict with, or deviate from, these Terms do not become part of the contract unless we have expressly agreed to them in writing. This applies even where we perform our services without reservation in the knowledge of the Client's terms.

1.5 Individual agreements made with the Client in a particular case — including side agreements, additions and amendments — always take precedence over these Terms. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

2. Formation of the contract

2.1 Our presentations, quotations and cost estimates are non-binding and subject to change, unless they are expressly designated as binding or contain a defined period of validity.

2.2 A contract comes into existence when we confirm the Client's order in text form, when we sign a contract or statement of work, or when we begin performing the service.

2.3 Cost estimates are prepared with care but are non-binding unless expressly agreed otherwise. If it becomes apparent that the estimated effort will be exceeded significantly, we will inform the Client without undue delay.

3. Our services

3.1 The nature and scope of our services follow from the contract, the accompanying specification, statement of work or offer. Descriptions on our website, in brochures or in presentations are illustrative and do not constitute a guarantee of particular characteristics.

3.2 Unless the parties have expressly agreed that we owe a defined result, we provide our services as a service relationship: we perform them with the professional care and skill customary in our industry, but do not owe a specific commercial outcome.

3.3 We may use subcontractors and qualified third parties to perform our services. We remain responsible to the Client for their performance.

3.4 Changes to an agreed scope require an agreement in text form. Where a requested change affects effort, timing or price, we will submit a corresponding change proposal before implementing it.

4. The Client's obligation to cooperate

4.1 The Client will provide, in good time and free of charge, the cooperation that our services require: in particular the necessary information, documents, data, specifications, access to systems, test environments and premises, and the appointment of contacts authorised to take decisions.

4.2 The Client is responsible for ensuring that materials it provides are free from third-party rights that would prevent us from using them for the agreed purpose, and for backing up its own data before we work on its systems.

4.3 Where the Client fails to provide agreed cooperation, or does so late, agreed deadlines are extended accordingly. We may charge for additional effort and for waiting time demonstrably caused by this, at the agreed rates.

5. Acceptance

5.1 Where we owe a defined result, the Client will inspect it without undue delay after we notify it as ready and will declare acceptance in text form.

5.2 The Client may not refuse acceptance on account of insignificant defects. If the Client neither declares acceptance nor notifies specific defects within 14 days of the notification of readiness, the result is deemed accepted. When the deadline begins to run, we will draw the Client's attention to this consequence. In relation to consumers, this deeming provision applies only if we have informed the consumer of it in text form, together with an express notice of the consequences of remaining silent.

5.3 Where partial results are agreed, they may be accepted separately.

6. Fees, invoicing and payment

6.1 Our fees follow from the contract. In the absence of an agreement to the contrary, services are charged on a time-and-materials basis at our rates applicable at the time the contract is concluded.

6.2 All prices are net prices and exclude any applicable value added tax or comparable turnover taxes, which are shown separately where they apply. Prices quoted to consumers include applicable taxes.

6.3 Travel time, travel costs, accommodation and other expenses that we necessarily incur in performing the contract are reimbursed at cost against evidence, unless a flat rate has been agreed.

6.4 We may invoice monthly for services performed, and on completion or acceptance for agreed results. For longer engagements we may agree instalments or milestone payments. We may require an advance payment for new client relationships and for work involving substantial third-party costs.

6.5 Invoices are payable without deduction within 14 days of the invoice date.

6.6 If the Client is in default of payment, we may charge default interest at 9 percentage points above the base rate, plus a flat charge for recovery costs, where the Client is a business. Where the Client is a consumer, the rate is 5 percentage points above the base rate. We reserve the right to claim further damage caused by the default.

6.7 The Client may only set off against claims that are undisputed or have been finally determined by a court, and may only exercise a right of retention arising from the same contractual relationship. This restriction does not apply to consumers.

7. Dates, deadlines and delay

7.1 Dates and deadlines are only binding if we have expressly confirmed them as binding in text form.

7.2 Deadlines are extended appropriately where an event outside our reasonable control prevents performance — for example industrial action, epidemics, failures of public networks or energy supply, or the unavailability of third-party services essential to the work. We will inform the Client without undue delay and, where such an event lasts longer than three months, either party may terminate the affected part of the contract.

8. Rights of use and intellectual property

8.1 Unless otherwise agreed, the Client receives, upon full payment of the agreed fee, a non-exclusive, perpetual right to use the work results we deliver for the contractual purpose, within its own business and for the territory required by that purpose.

8.2 We retain the rights to the ideas, methods, know-how, tools, libraries and generally reusable components that we bring into a project or develop in the course of it and that are not specific to the Client. We remain free to use these for other clients. The Client's rights under clause 8.1 are unaffected.

8.3 Where our work results contain third-party or open-source components, the licence terms of those components apply. We will inform the Client about material components of this kind and their terms.

8.4 Until the agreed fee has been paid in full, any rights of use granted are revocable.

8.5 We may name the Client as a reference and describe the project in general terms, unless the Client objects. Use of the Client's logo and publication of project details require the Client's prior consent.

9. Confidentiality and data protection

9.1 Each party will treat as confidential all information of the other party designated as confidential or evidently confidential by its nature, will use it only for the purposes of the contract, and will not make it available to third parties without consent. This obligation continues for three years after the end of the contract.

9.2 The obligation does not apply to information that is publicly known without breach of this clause, that was already lawfully known to the receiving party, that it developed independently, or that it is required to disclose by law or by order of a court or authority.

9.3 Each party complies with the applicable data protection law. Where we process personal data on the Client's behalf in the course of our services, the parties will conclude a data processing agreement meeting the requirements of Art. 28 GDPR before that processing begins. How we handle personal data in our own right is described in our Privacy Notice.

10. Defects

10.1 Where we owe a defined result, we will remedy defects notified within the warranty period by rectification or by producing a new result, at our choice. Where rectification fails twice, or is refused or unreasonable, the Client may reduce the fee or, in the case of a material defect, withdraw from the affected part of the contract, and may claim damages within the limits of clause 11.

10.2 There is no defect where a deviation results from a change made by the Client or a third party, from use outside the agreed environment or contrary to the documentation, or from materials or specifications supplied by the Client.

10.3 Businesses: the Client will inspect our results without undue delay and notify obvious defects in text form within ten working days, and other defects without undue delay after discovery. Claims for defects become time-barred twelve months after acceptance or, in the absence of acceptance, after delivery of the result.

10.4 Consumers: the statutory rights in respect of defects apply without restriction, including the statutory limitation period of two years. Nothing in these Terms restricts those rights.

10.5 The limitations in clauses 10.3 do not apply where we have fraudulently concealed a defect, where we have given a guarantee, or in cases of injury to life, body or health, or of intent or gross negligence.

11. Liability

11.1 We are liable without limitation for damage arising from injury to life, body or health caused by a breach of duty on our part; for damage caused intentionally or by gross negligence; for the fraudulent concealment of a defect; within the scope of a guarantee we have given; and under mandatory product liability law.

11.2 In the case of a slightly negligent breach of a material contractual obligation — an obligation whose fulfilment makes the proper performance of the contract possible in the first place, and on whose observance the Client may regularly rely — our liability is limited to the damage that is foreseeable and typical for this type of contract.

11.3 Any liability beyond that is excluded. In particular, we are not liable for lost profit, for loss of production, or for indirect or consequential damage that is not typical for this type of contract.

11.4 Where the Client's data is lost or damaged, our liability is limited to the effort required to restore it from properly maintained backups. The Client remains responsible for maintaining such backups.

11.5 The above limitations also apply in favour of our employees, representatives and subcontractors, and apply to all claims regardless of their legal basis.

12. Term and termination

12.1 Contracts for a defined result end when that result has been delivered and accepted.

12.2 Ongoing service and support relationships run for the agreed term. Where no term has been agreed, either party may terminate at the end of a calendar month giving four weeks' notice.

12.3 The right of each party to terminate for good cause remains unaffected. Good cause exists for us in particular where the Client is in default with a substantial payment despite a reminder and a reasonable grace period, or where the Client persistently fails to provide agreed cooperation.

12.4 Terminations must be given in text form.

12.5 On termination we will invoice the services performed up to that point, and hand over the work results produced, provided the Client has settled the amounts due for them.

13. Right of withdrawal for consumers

The following applies only to consumers who conclude a contract with us at a distance or away from business premises.

Instructions on withdrawal

Right of withdrawal. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract was concluded.

To exercise your right of withdrawal, you must inform us —

Rie Brn Pvt. Ltd, Goreto Complex, Dhumbarahi ,P.O Box 1490
Kathmandu 44600 Nepal
Email: [email protected] · Phone: +977 9712065505

— of your decision to withdraw from this contract by an unequivocal statement, for example a letter sent by post or an email. You may use the model withdrawal form below, but this is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal. If you withdraw from this contract, we will reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested that the services should begin during the withdrawal period, you must pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Expiry of the right of withdrawal. In the case of a contract for the supply of services, your right of withdrawal expires once we have fully performed the service, provided that we began performance only after you gave your express consent and at the same time acknowledged that you would lose your right of withdrawal upon our complete performance of the contract. There is also no right of withdrawal for contracts for the supply of goods made to your specifications or clearly personalised.

Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

— To Rie Brn Pvt. Ltd, Goreto Complex, Dhumbarahi ,P.O Box 1490
Kathmandu 44600 Nepal

 email: [email protected]:
— I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the supply of the following service (*)
— Ordered on (*)
— Name of consumer(s)
— Address of consumer(s)
— Signature of consumer(s) (only if this form is notified on paper)
— Date

(*) Delete as appropriate.

14. Final provisions

14.1 Amendments and additions to the contract, including to this clause, must be made in text form.

14.2 The Client may only assign claims arising from the contract to a third party with our prior consent, which will not be unreasonably withheld. This does not apply to consumers.

14.3 During the term of the contract and for twelve months after its end, the Client will not actively solicit our staff or subcontractors who have worked on the project, except with our prior consent. This does not apply to consumers, nor to general public job advertisements.

14.4 Governing law: [ TO CONFIRM ] — the parties still need to determine the law applicable to these Terms. Where the Client is a consumer resident in the European Union, that choice may not deprive the consumer of the protection afforded by the mandatory provisions of the law of the consumer's country of residence.

14.5 Place of jurisdiction: [ TO CONFIRM ] — the parties still need to determine the competent courts for disputes with business clients. For consumers, the statutory places of jurisdiction apply.

14.6 Consumer dispute resolution: we are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board. If you have a complaint, please write to [email protected] — we will try to resolve it directly with you.

14.7 Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions is unaffected. The parties will replace the invalid provision with a valid one that comes closest to its commercial purpose.

14.8 These Terms exist in an English and a German version. [ TO CONFIRM ] — the parties still need to determine which version prevails in the event of a discrepancy. In relation to consumers, the language of the version in which the contract was concluded is decisive.