Terms and conditions
General Terms and Conditions of neonotu GmbH for Valar: sale of appliances, software licences and managed services. For business customers only. Last updated: September 2026. This English version is provided for convenience; in case of doubt, the German version prevails.
1. Scope
(1) These General Terms and Conditions (“Terms”) apply to all contracts of neonotu GmbH, Edelsbergstraße 8, 80686 Munich, Germany, registered with the commercial register of the Munich Local Court under HRB 313206 (“neonotu”, “we”), relating to products and services under the Valar brand. These are the sale of Valar appliances (“Hardware”), the grant of rights to use the Valar software (“Licence”) and the operation of Valar appliances by neonotu (“Managed Services”).
(2) Our offers are directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Customer”). We do not enter into contracts with consumers.
(3) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract, even if we do not expressly object to them. Individual agreements in text form take precedence over these Terms.
(4) If the Customer purchases Valar through a sales partner (e.g. an IT reseller), purchase, price and payment are governed by the contract with that partner. The use of the software (Section 6) is nevertheless governed by these Terms directly between the Customer and neonotu.
2. Conclusion of contract
(1) Information on our website and in our documents is non-binding and does not constitute an offer in the legal sense. Quotes from neonotu are valid for 30 days unless stated otherwise.
(2) A contract is concluded by our order confirmation in text form, at the latest upon delivery of the Hardware, provision of the Licence or start of the Managed Services.
(3) Pilot units are provided on the basis of a separate agreement. In the absence of such an agreement, pilot units are lent free of charge for the agreed test period; they remain the property of neonotu and must be returned in proper condition at the end of that period.
3. Scope of services
(1) The scope of our services is set out in the order confirmation, the quote and the data sheet of the respective model. Performance figures such as throughput or number of users are guide values determined under test conditions. Actual performance depends on configuration, enabled features and the type of traffic.
(2) We only assume a guarantee in the legal sense if it is expressly designated as such in text form.
(3) Protection features, updates and detection data require a valid Licence (Section 6).
(4) No firewall provides complete protection. Valar reduces risks but cannot prevent every attack. The Customer remains responsible for its overall security concept, in particular for data backups and for keeping other systems up to date.
4. Prices and payment
(1) The prices stated in the quote or order confirmation apply. All prices are net prices plus statutory VAT. Shipping and packaging are charged separately unless agreed otherwise.
(2) Invoices for Hardware are payable without deduction within 14 days of the invoice date. Fees for Licences and Managed Services are payable in advance for the agreed term or billing period. We issue invoices electronically.
(3) In the event of late payment, the statutory provisions apply (Section 288 (2) and (5) BGB). If the Customer is more than 30 days in arrears with fees for Managed Services, we may suspend these services after giving 14 days’ notice in text form. Security updates for paid Licences remain unaffected.
(4) The Customer may only set off undisputed or legally established claims.
5. Delivery, passing of risk and retention of title
(1) Delivery dates are non-binding unless expressly agreed as binding. Partial deliveries are permitted where reasonable for the Customer.
(2) Risk passes to the Customer when the Hardware is handed over to the carrier or, in case of collection, when it is handed over to the Customer.
(3) The Customer inspects the delivery immediately upon receipt and notifies apparent defects and transport damage without delay in text form; Section 377 of the German Commercial Code (HGB) remains unaffected.
(4) The Hardware remains the property of neonotu until paid in full. Sales partners may resell the Hardware in the ordinary course of business; they hereby assign to us the resulting claims in the amount of our invoice.
(5) Valar appliances contain encryption technology. When exporting, transferring or using them abroad, the Customer complies with applicable export control regulations, in particular the EU Dual-Use Regulation, and with sanctions provisions.
6. Software and licences
(1) The Valar software (operating system, firmware, management and the NeoI detection) is protected by copyright. The rights belong to neonotu, except for open-source components (paragraph 8). The software is not sold with the Hardware but licensed.
(2) For the term of the Licence, the Customer receives the simple, non-sublicensable right to use the software on the licensed appliance for its own business purposes. Sales partners with a managed service agreement may operate the software for the benefit of their customers.
(3) A Licence applies to one appliance of the respective model. Term and number of appliances are set out in the order confirmation. All protection features (firewall, intrusion prevention, SSL inspection, VPN, web filter and NeoI) are included in the Licence; there are no separately licensed modules.
(4) During the term, we provide updates, security updates and signature and detection data as part of product maintenance. There is no entitlement to specific new features.
(5) Licences do not renew automatically unless agreed otherwise. We remind the Customer in good time before expiry. After expiry, the appliance no longer receives updates and detection data.
(6) The Customer may not run the software on other hardware, rent it out, circumvent any licence check, or decompile or disassemble the software, except where mandatorily permitted by Section 69e of the German Copyright Act (UrhG).
(7) If the Customer sells an appliance, it may transfer the Licence for the remaining term. The transfer must be notified to us in text form; the previous Customer thereby loses its right of use.
(8) The software contains open-source components, which are governed primarily by their own licence terms. We provide an overview on request.
7. Managed Services
(1) Where neonotu operates Valar appliances, scope, service hours and response times are set out in the quote or service description. Typical services include setup, monitoring, rule maintenance, installation of updates and incident handling. We owe the careful performance of these services, not a specific result, unless agreed otherwise.
(2) The Customer names a contact person, grants the necessary access, informs us in good time about changes to its network and backs up its own data. Delays caused by a lack of cooperation are not our responsibility.
(3) Where we implement rule changes on the Customer’s instructions, the Customer is responsible for the technical correctness of its specifications.
(4) Remote access to the Customer’s appliances takes place only to provide the services and is logged.
(5) Managed Services have the minimum term stated in the quote, otherwise twelve months. They renew for a further twelve months unless terminated in text form with three months’ notice to the end of the term.
(6) Where we process personal data on behalf of the Customer as part of the Managed Services, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.
8. Claims for defects
(1) Claims for defects in Hardware become time-barred twelve months after delivery. This does not apply in cases of intent, fraudulent concealment, an assumed guarantee or damage resulting from injury to life, body or health.
(2) In the event of a defect in the Hardware, we provide supplementary performance at our discretion by repair or replacement. The Customer returns the appliance to us after receiving a return number. Advance replacement can be agreed.
(3) The software is defective if it deviates reproducibly and materially from the product description. During the licence term, we remedy defects by updates or, if this is not possible at short notice, by a reasonable workaround.
(4) In particular, the consequences of improper handling, unauthorised modifications, operation outside the specification, third-party software and natural wear and tear are not defects.
9. Liability
(1) Both parties are liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under an assumed guarantee and under the German Product Liability Act.
(2) For damage caused by slight negligence, neonotu is only liable for breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer may regularly rely. In that case, liability is limited to the foreseeable damage typical for the contract and at most to the fees paid by the Customer under the affected contract in the twelve months preceding the damaging event.
(3) For loss of data, we are only liable for the effort that would have been required to restore the data had the Customer backed it up properly.
(4) Any further liability is excluded, in particular for lost profits, indirect damage and consequential damage.
10. Confidentiality
(1) Each party treats confidential information of the other party that is marked as confidential or recognisably confidential by its nature with the care customary in business and uses it only to perform the contract. Network plans, configurations and access data of the Customer are always deemed confidential.
(2) This does not apply to information that is publicly known, was already known to the receiving party, was lawfully disclosed to it by third parties or was independently developed by it. Disclosure due to a statutory or official obligation remains permitted; the other party will be informed in advance where legally permissible.
11. Data protection and telemetry
(1) Information on the processing of personal data can be found in our privacy policy.
(2) Valar appliances may transmit technical operating and detection data to neonotu for product maintenance and to improve detection. This data is processed in the European Union. Where personal data is processed, Section 7 (6) applies accordingly.
12. Final provisions
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with contracts under these Terms is Munich, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.
(3) We may amend these Terms with effect for the future. For ongoing Licences and Managed Services, we notify changes in text form at least 30 days before they take effect. If the Customer does not object within 30 days of receipt, the changes are deemed accepted; we point out this consequence separately in the notification. If the Customer objects, the previous version applies until the end of the current term.
(4) Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.
(5) Please send legally relevant notices to: neonotu GmbH, Edelsbergstraße 8, 80686 Munich, Germany, mail@valarsecure.com.