Section I — General Provisions

§ 1 Scope of application and definitions

1. These General Terms and Conditions (hereinafter the “Terms”) apply to all business relationships between Seibert Solutions GmbH, Luisenstraße 37–39, 65185 Wiesbaden, Germany (hereinafter “we” or “Provider”) and the customer.
2. Our Terms apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if we have expressly agreed to their validity in text form. The performance of services or the acceptance of payments shall not be deemed consent to the customer’s terms.
3. Our Terms apply to entrepreneurs (§ 14 BGB), legal entities under public law, and special funds under public law. If the customer is a consumer (§ 13 BGB), the Special Terms for Consumers (Annex V) apply in addition and take precedence.
4. Section II (Services) applies to the extent that we provide services or works. Section III (License Brokerage) applies to the extent that we broker the provision of software licenses. Both Sections may apply concurrently.
5. The following order of precedence applies within these Terms:
   1. Annex V (for consumers)
   2. the special provisions of Sections II/III
   3. the General Provisions
6. Definitions:
   1. “Services” means services, works, and consulting services;
   2. “Licenses” means the brokered, time-limited provision of software;
   3. “Manufacturer” means the respective software manufacturer (e.g., Atlassian);
   4. “SOW” means the individual statement of work;
   5. “Order” means the individual license call-off.

§ 2 Contract conclusion

1. Our offers are binding unless expressly designated as non-binding or as a mere estimate, and are valid for 30 days (§ 145 BGB).
2. The contract is concluded upon the customer’s acceptance of the offer in text form (order/purchase order) or upon performance of the service; an order confirmation is merely declaratory.

§ 3 Prices and payment

1. All prices are net prices in euros, plus statutory value-added tax. (Gross prices apply to consumers; see Annex V.)
2. Invoices are due for payment within 14 days of receipt, without deduction.
3. In the event of default in payment, we are entitled to charge default interest at the statutory rate pursuant to § 288 BGB. The occurrence of default is governed by the statutory provisions, in particular § 286 BGB.
4. The customer is only entitled to rights of set-off or retention insofar as its counterclaim is undisputed or has been finally and non-appealably established.
5. Special billing provisions applicable to license brokerage (including USD/EUR conversion) are set out in § 25.

§ 4 Confidentiality

1. The parties shall keep confidential all confidential information of the respective other party received in the course of the business relationship, use it only for the purpose of performing the contract, and not disclose it to third parties. Confidential information means all information marked as confidential or confidential by its nature, in particular technical, economic, and business data, concepts, prices, and know-how.
2. Excluded are information that (a) is or becomes publicly known without a breach of duty, (b) was already lawfully known to the receiving party without any obligation of confidentiality, (c) was developed independently and without use of the confidential information, or (d) was lawfully provided by an authorized third party without any obligation of confidentiality.
3. Disclosures required by law or ordered by an authority remain permissible; the affected party shall inform the other party in advance to the extent legally permissible.
4. Disclosure to employees, subcontractors, and advisors is permitted insofar as it is necessary for the performance of the contract and such persons are subject to corresponding confidentiality obligations.
5. The confidentiality obligations shall continue to apply beyond the end of the contract for a period of three years; for information subject to statutory secrecy protection (in particular trade secrets within the meaning of the German Trade Secrets Act (Geschäftsgeheimnisgesetz – GeschGehG)), they shall apply for as long as such protection exists.
6. If the parties have entered into a separate non-disclosure agreement (NDA), it shall take precedence over the foregoing provisions.

§ 5 Data protection

1. Insofar as we process personal data on behalf of the customer, the data processing agreement (DPA) pursuant to Art. 28 GDPR concluded between the parties shall apply; it shall take precedence on matters of data protection.
2. Information on our processing as controller is provided in our privacy policy.

§ 6 Liability

1. We shall be liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, limb, or health, under the Product Liability Act, for fraudulently concealed defects, and to the extent of any guarantee assumed by us.
2. In cases of simple negligence, we shall only be liable for the breach of an essential contractual obligation (cardinal obligation) — i.e., an obligation whose fulfillment is essential for the proper performance of the contract in the first place and on whose observance the customer regularly relies — and, in terms of amount, limited to the foreseeable damage typical for this type of contract.
3. In all other respects, liability is excluded. This applies in particular to indirect damages and loss of profit outside the scope set out above.
4. We shall be liable for the loss of data only to the extent that the damage would also have occurred if the customer had carried out proper and regular data backups.
5. Insofar as our liability is excluded or limited under the preceding paragraphs, this shall also apply to the personal liability of our employees, staff, legal representatives, officers, and vicarious agents.
6. The foregoing limitations do not apply insofar as mandatory consumer law provides otherwise (see Annex V).

§ 7 Force majeure

1. Neither party shall be liable for the non-performance or delayed performance of its obligations to the extent that such non-performance or delay is due to force majeure. Force majeure means an event outside the reasonable sphere of influence of the affected party that was unforeseeable at the time the contract was concluded, that renders performance impossible or significantly more difficult, and that cannot be averted despite the exercise of reasonable care. This includes, in particular, natural disasters, fire, flood, war, terrorism, civil unrest, pandemics and epidemics, as well as sovereign or official orders based thereon, labor disputes (strikes, lockouts), including at suppliers, failures of the energy supply or communication networks, failures of third-party infrastructure beyond our control (including cloud and data center services), and cyberattacks (such as large-scale DDoS attacks), insofar as they cannot be averted despite reasonable protective measures.
2. The affected performance obligations shall be suspended for the duration and to the extent of the force majeure event. Agreed deadlines and dates shall be extended by the duration of the disruption plus a reasonable ramp-up period. Purely monetary obligations shall remain unaffected.
3. The affected party shall notify the other party without undue delay, in text form, of the occurrence, expected duration, and effects of the force majeure event, and shall make reasonable efforts to limit the effects and resume performance as soon as possible.
4. If the force majeure event continues for longer than three months, either party shall be entitled to terminate the affected contract or the affected offer or SOW for cause, subject to a reasonable notice period. Services already rendered in accordance with the contract shall be remunerated on a pro rata basis.

§ 8 Contract term and termination

1. The term and ordinary termination are governed by the special provisions of the respective Section or the individual SOW/Order.
2. The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected.
3. Upon termination of the contract, irrespective of the reason for termination, the parties shall return to each other, within 30 days, all data and documents provided to them by the other party. Statutory retention obligations and the data processing agreement (DPA) remain unaffected.

§ 9 Choice of law and place of jurisdiction

1. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes is Wiesbaden, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law.

§ 10 Final provisions

1. Individual agreements take precedence over these Terms (§ 305b BGB).
2. Amendments and supplements must be made in text form. This also applies to any waiver of this text-form requirement.
3. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. The same applies to any gaps in these Terms.

Section II — Special Provisions for Services

§ 11 Subject matter and type of service

1. The subject matter is consulting, training, and support services in connection with software development, implementation, configuration, migration, and comparable projects of the customer.
2. Our services are provided as a service contract (§ 611 BGB); what is owed is diligent performance, not a particular result. A contract for work (§ 631 BGB) with an owed result and acceptance is only concluded insofar as this is expressly agreed in an SOW.

§ 12 Description of services and contract conclusion

The specific scope of services, deliverables, remuneration model, and schedule are set out in the respective offer or SOW. For simple or standardized services (e.g., fixed-price training courses), the offer is sufficient; for more complex projects, we use a separate statement of work (SOW).

§ 13 Performance of services

1. Services are provided on-site, remotely, or in hybrid form. Unless otherwise agreed, services are provided on business days between 8:00 a.m. and 5:00 p.m. (CET).
2. We select the personnel deployed and may replace them with personnel of equal qualification.

§ 14 Customer’s duties to cooperate

1. The customer shall provide, in good time, all information, access (including system and cloud access), systems, decisions, and points of contact required for the performance of the services. The cooperation required in the individual case is set out in the respective offer or SOW.
2. Delays caused by a failure to cooperate shall postpone deadlines and the budget accordingly; the customer shall bear any additional expenses thereby caused. Liability for delays resulting therefrom is excluded.

§ 15 Remuneration

1. Billing is based on time and expense (time & material), unless a fixed price is agreed in the offer or SOW. There is no general price list; the rates are set out in the respective offer or SOW.
2. Travel expenses and outlays are reimbursed in accordance with the respective offer or SOW. In all other respects, § 3 applies.

§ 16 Special provisions for contracts for work

1. This provision applies only insofar as a contract for work has been agreed.
2. Acceptance takes place in accordance with the acceptance criteria set out in the SOW. If the customer does not accept the work within 14 business days, does not notify any material defects, or puts the work into productive use, the service shall be deemed accepted. Warranty claims are governed by the statutory law on contracts for work in conjunction with this acceptance; § 6 applies to liability.

§ 17 Rights of use in work results

1. Upon full payment, we grant the customer a simple (non-exclusive), temporally and territorially unrestricted right to use, for its own business purposes, the work results created individually for the customer, including the right to modify them for its own purposes. The grant of rights is subject to full payment.
2. Transfer to companies affiliated with the customer, as well as in connection with the sale of the business, is permitted; in all other respects, transfer and sublicensing to third parties require our prior consent in text form.
3. We retain all rights to pre-existing know-how, methods, concepts, tools, and reusable components (Background IP); in this respect, the customer only receives a simple right of use insofar as this is necessary to use the work result. We are free to continue using the general knowledge, experience, skills, and general methods acquired in the course of performing the services.
4. An exclusive right of use or a more extensive grant of rights requires a separate agreement in the offer or SOW and separate remuneration.
5. If we use AI-based tools in the performance of the services, the following shall additionally apply: The prompts, AI configurations, and AI tools used by us are Background IP and remain with us, unless expressly agreed as a deliverable in the offer or SOW. Insofar as work results are generated, wholly or in part, by AI without creative human contribution and therefore are not subject to statutory protection rights (in particular copyright), the grant of rights under paragraph 1 shall only relate to the components that are actually capable of protection; we cannot guarantee an exclusive legal position or the capability of protection in this respect. The use of AI-based tools shall be subject to confidentiality (§ 4) and data protection (§ 5); the offer or SOW may provide for deviating provisions or restrictions.

§ 18 Subcontractors

We are entitled to engage subcontractors, freelancers, and external service providers to perform the services. We shall be responsible for their performance as if it were our own; confidentiality and data protection obligations shall be passed on to them.

§ 19 Warranty

1. Under the service contract, we owe diligent performance in accordance with the statutory law governing service contracts; no particular result is owed.

§ 20 Naming as a reference customer

We are entitled to name the customer as a reference customer and to present the project in general terms. The customer may object to this at any time with effect for the future.

Section III — Special Provisions for the Brokerage of Software Licenses

§ 21 Subject matter of the brokerage

1. The subject matter is the brokerage of the time-limited provision of software of the respective manufacturer. We are not the seller or licensor.
2. The license agreement is concluded directly between the customer and the manufacturer, on the manufacturer’s terms. Intellectual property rights remain with the manufacturer.

§ 22 Manufacturer’s terms and conditions

1. The brokered software is subject exclusively to the terms and conditions of the respective manufacturer, to which the customer agrees directly, in particular:
   1. Atlassian: the Atlassian Customer Agreement, the Atlassian SLA, and the support offerings.
   2. Atlassian Marketplace Vendors: the respective vendor’s terms and conditions, in particular its end user license agreement (EULA) and privacy policy, which the customer concludes or accepts directly with the vendor upon ordering, installing, or activating the app; the Atlassian Marketplace Terms of Use apply in addition. Atlassian’s privacy policy does not apply to these apps.
2. We do not assume any obligations of the manufacturer. The passing-on of the manufacturer’s terms applies irrespective of the specific manufacturer; additional manufacturers will be added by way of supplement. For Marketplace apps, the respective vendor (Atlassian Marketplace Vendor) alone is responsible; this also applies to the availability, support, data protection, and security of the app. The customer decides, on its own responsibility, on the use of such apps and the release of data to them. Our liability is governed by § 24.

§ 23 Warranty and support

1. Warranty and support claims exist exclusively against the manufacturer in accordance with the manufacturer’s terms/SLA. For Atlassian, the SLA can be viewed at https://www.atlassian.com/legal/sla, and the support services at https://confluence.atlassian.com/support/atlassian-support-offerings-193299636.html.
2. We do not owe any product warranty. Support services separately agreed with us are services under Section II and are not part of the license.

§ 24 Liability in the brokerage relationship

1. Our liability is limited to our own conduct as broker (in particular the proper processing of orders and the passing-on of the terms) in accordance with § 6. We are not liable for the product itself, the manufacturer’s performance, price changes, the discontinuation of products, or the manufacturer’s breaches of the SLA.
2. In cases of simple negligence, our liability under § 6(2) is additionally limited, in terms of amount, to the total net license fees for all licenses procured through us in the 12 months preceding the arising of the claim.

§ 25 Billing, prices and payment

1. The manufacturer’s pricing applies. License costs are charged in US dollars and converted into euros at the current daily rate when the offer is prepared; the ECB reference exchange rate is decisive. If an exchange-rate-related deviation of more than 3% arises between the date of the offer and the date of the order, the euro amount of our invoice will be adjusted to the current daily rate.
2. Price changes made by the manufacturer are passed on; we are not the party setting the price.
3. We invoice the customer; the manufacturer invoices us. Net EUR prices apply, plus the value-added tax applicable from time to time; § 3 applies in all other respects. If the customer is not resident in Germany, no value-added tax will be shown; the reverse charge mechanism applies, under which the recipient of the service is liable for the tax.
4. If the customer does not pay the license invoice by the due date, we are entitled to cancel the affected licenses with the manufacturer or to refrain from providing or renewing them. Further statutory rights remain unaffected.

§ 26 Term, renewal and termination

1. The term of the license is governed by the manufacturer’s subscription cycle. Renewal and termination of the license are governed by the manufacturer’s terms.
2. We may point out renewal/termination deadlines, but we do not monitor the manufacturer’s deadlines. We are not liable for missed manufacturer deadlines.

§ 27 Product types and special provisions

1. Changes to the Cloud (number of users, app status, editions) between the preparation of the offer and the booking must be avoided; they delete the underlying Atlassian quote and render the offer invalid.
2. Atlassian Cloud: Unless marked as “Monthly”, there is no automatic renewal. Atlassian Data Center: As this is a subscription, the software can no longer be used without active renewal.
3. For Data Center licenses, a flat transaction surcharge of 2% is included, due to the manufacturer’s pricing and transaction structure. This accounts for the processing through us as an Atlassian Solution Partner as well as the associated administrative costs and the payment, currency, and pre-financing risks involved.
4. In accordance with the Atlassian Customer Agreement, refunds for upgrades or renewals are not possible after the order has been placed.
5. Further special provisions apply to individual product types (including deviating terms, provisioning, and migration).

Annex V — Special Terms for Consumers

V 1 Scope of application

This Annex applies where the purchaser is a natural person who enters into the transaction for purposes that are predominantly outside their trade, business, or profession. It takes precedence over the provisions of the main body insofar as consumer law so requires.

V 2 Right of withdrawal

In the case of contracts concluded at a distance, the consumer has a 14-day right of withdrawal pursuant to §§ 312g, 355 BGB. Prior to conclusion of the contract, the consumer will be informed of the right of withdrawal by way of a proper withdrawal notice together with a model withdrawal form.

V 3 Early commencement of performance

If the consumer wishes the training to begin before the expiry of the withdrawal period, we will obtain the consumer’s express consent, together with an acknowledgment that the right of withdrawal expires upon full performance of the service. In the event of withdrawal after partial performance, the consumer owes compensation in value on a pro rata basis (§ 357 BGB).

V 4 Prices

Gross prices including statutory value-added tax apply to consumers (German Price Indication Ordinance – PAngV).

V 5 Pre-contractual information

We provide the consumer information required by law (Art. 246a of the Introductory Act to the German Civil Code – EGBGB), in particular our identity, the essential characteristics, the total price including VAT, the date/format, and details of the right of withdrawal.

V 6 Cancellation

Any lump-sum cancellation fees may not exceed the damage typically expected to occur; the consumer remains free to prove that lower damage, or no damage at all, was incurred (§ 309 no. 5 BGB).

V 7 Liability

The limitations of liability under § 6 do not apply insofar as mandatory consumer law provides otherwise.

V 8 Dispute resolution

We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board and do not participate in such proceedings (§ 36 of the German Consumer Dispute Resolution Act – VSBG).