Terms of Service

Last updated: January 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and NA IT Consulting, trading as "Neural Architects" ("Company," "we," "our," or "us"), a consulting firm registered and operating in Sandhausen, Germany. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Services Description

Neural Architects provides professional consulting services in the following areas:

Computer System Validation (CSV) services
21 CFR Part 11 compliance consulting
GxP compliance services and consulting
Data integrity consulting
Regulated AI solutions development
Enterprise software engineering

The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work (SOW) or consulting agreement.

3. Eligibility

Our services are intended for businesses and professionals in regulated industries. By engaging our services, you represent that you have the authority to enter into binding agreements on behalf of your organization and that your organization is legally established and operating in compliance with applicable laws.

4. Engagement Terms

4.1 Proposals and Agreements

All consulting engagements are subject to a written agreement or Statement of Work that specifies the scope of services, deliverables, timeline, fees, and payment terms. No engagement shall commence until such agreement is signed by both parties.

4.2 Fees and Payment

Fees for our services are as quoted in the applicable proposal or agreement. Unless otherwise specified, invoices are payable within thirty (30) days of invoice date. All fees are quoted and payable in Euros (EUR) or US Dollars (USD) as specified. Late payments may incur interest at the statutory default rate under § 288 BGB (nine percentage points above the European Central Bank base rate for B2B transactions) or the maximum rate permitted by German law.

4.3 Expenses

Reasonable travel and out-of-pocket expenses incurred in connection with providing services will be reimbursed by the client as specified in the applicable agreement.

5. Intellectual Property

5.1 Pre-existing IP

Each party retains ownership of its pre-existing intellectual property. Neural Architects retains ownership of its methodologies, frameworks, tools, and know-how developed prior to or independently of any client engagement.

5.2 Work Product

Unless otherwise agreed in writing, deliverables created specifically for the client during an engagement shall be owned by the client upon full payment. However, Neural Architects retains the right to use general knowledge, skills, and experience gained during the engagement.

5.3 Website Content

All content on this website, including text, graphics, logos, and images, is the property of NA IT Consulting (Neural Architects) and is protected by German and international copyright laws. You may not reproduce, distribute, or create derivative works without our prior written consent.

6. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. Confidential information includes, but is not limited to, business strategies, technical data, customer information, and any information marked as confidential. This obligation survives the termination of any agreement for a period of five (5) years.

7. Limitation of Liability

7.1 Advisory Nature

Our services are advisory in nature. While we provide expert guidance on regulatory compliance, validation, and technology matters, the ultimate responsibility for compliance with applicable regulations remains with the client.

7.2 Limitation

To the maximum extent permitted by German law, our total liability for any claims arising from or related to our services shall not exceed the fees paid by the client for the specific engagement giving rise to the claim. We shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) and for injury to life, body, or health, as well as liability for intent or gross negligence, remains unaffected.

7.3 No Warranty

We provide our services on an "as is" basis and make no warranties, express or implied, regarding the outcomes of regulatory inspections, audits, or submissions. Regulatory decisions are made by the applicable authorities in their sole discretion.

8. Indemnification

The client agrees to indemnify, defend, and hold harmless Neural Architects, its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from or related to: (a) the client's breach of these Terms; (b) the client's violation of applicable laws or regulations; or (c) the client's use of deliverables or implementation of recommendations.

9. Termination

Either party may terminate an engagement with thirty (30) days' written notice. Upon termination, the client shall pay for all services rendered and expenses incurred through the termination date. Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

10. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemics, or interruption of utilities or telecommunications.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and without regard to conflict of law provisions.

11.2 Dispute Resolution

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good faith negotiation. If the dispute cannot be resolved within thirty (30) days, the exclusive place of jurisdiction shall be Heidelberg, Germany, to the extent that you are a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or have no general place of jurisdiction within Germany. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.

12. Website Use

12.1 Acceptable Use

You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, this website by any third party.

12.2 Website Availability

We do not guarantee that our website will be available at all times or that it will be free from errors or viruses. We reserve the right to modify or discontinue the website at any time without notice.

13. Modifications

We reserve the right to modify these Terms at any time. Material changes will be posted on this page with an updated "Last updated" date. Your continued use of our website or services after such modifications constitutes acceptance of the revised Terms.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

15. Entire Agreement

These Terms, together with any signed Statement of Work or consulting agreement, constitute the entire agreement between you and Neural Architects regarding the subject matter herein and supersede all prior agreements and understandings.

16. Contact Information

For questions about these Terms, please contact us:

NA IT Consulting

(Trading as "Neural Architects")

Nabil Attia

Ostlandstraße 21

69207 Sandhausen

Germany

Email: contact@neuralarchitects.de