Section I — General Provisions

§ 1 Scope and Definitions

1. These Terms apply to all offers, orders, and contracts between Seibert and Customer for Services, the brokerage of Software Products, or both, unless a separately signed master agreement governs.
2. Seibert’s Terms apply exclusively. Any conflicting, additional, or differing terms of Customer are rejected and have no effect unless Seibert expressly agrees to them in writing.
3. Business customers only. Seibert’s offerings are directed exclusively at businesses, government, and other organizations acting in a commercial or professional capacity, and not at consumers.
4. Capitalized terms have the meanings assigned to them in these Terms or in the applicable offer, quote, Statement of Work, or order confirmation. Any capitalized term not expressly defined will be interpreted according to its ordinary meaning in the context in which it is used.
5. Incorporation and Acceptance. These Terms are incorporated into each offer, quote, Statement of Work, order confirmation, or other transaction document that expressly references them. Customer accepts these Terms by signing or electronically accepting the applicable transaction document, issuing a purchase order or other order in response to it, or otherwise authorizing Seibert to begin performance. If a separately signed agreement governs the applicable transaction, that agreement will control to the extent of any conflict with these Terms.
6. Definitions. In addition to terms defined elsewhere in these Terms, the following apply:
   1. “Atlassian Ecosystem” means Atlassian’s software together with the third-party applications and related services built around it, including the Software Products.
   2. “Services” means the consulting, training, support, implementation, migration, and other professional services Seibert provides relating to the Atlassian Ecosystem, as described in the applicable offer, quote, or Statement of Work.
   3. “Software Products” means Atlassian software and third-party applications that extend Atlassian software and are distributed through the Atlassian Marketplace.
   4. “Vendor” means the owner and/or developer of a Software Product, including in particular Atlassian and third-party Marketplace providers.

§ 2 Contract Formation

1. Seibert’s offers are valid for the period stated in the offer or, if no period is stated, for thirty (30) days. Offers involving Software Products remain subject to § 25 and to the applicable Software Products remaining available from the Vendor on the quoted terms.
2. A contract is formed when Seibert confirms Customer’s order in writing (including electronically) or begins performance.

§ 3 Pricing and Payment

1. Prices are net, in US Dollars, and exclusive of applicable sales, use, excise, and similar taxes, which Customer bears (other than taxes on Seibert’s income).
2. Invoices are due within thirty (30) days after receipt, without offset or deduction. Customer must notify Seibert in writing of any good-faith invoice dispute before the applicable due date and describe the basis of the dispute in reasonable detail. Customer will timely pay all undisputed amounts while the Parties work in good faith to resolve the disputed portion. Offset or withholding is permitted only for the amount disputed in good faith or for claims that are undisputed or finally adjudicated.
3. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys’ fees).

§ 4 Confidentiality

1. “Confidential Information” means non-public information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with an engagement that is identified as confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure.
2. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least reasonable care, use it only to perform or exercise rights under the engagement, and disclose it only to its affiliates, employees, contractors, professional advisers, and other representatives who have a legitimate need to know and are bound by confidentiality obligations. The Receiving Party remains responsible for its representatives’ compliance with this § 4.
3. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of an obligation; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without breach of an obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
4. The Receiving Party may disclose Confidential Information where required by law, subpoena, or court order, provided that, where legally permitted, it gives the Disclosing Party prior notice and reasonable assistance in seeking confidential treatment.
5. These confidentiality obligations survive for ten (10) years after disclosure. Obligations concerning trade secrets survive for as long as the information remains protected as a trade secret under applicable law.

§ 5 Data Protection

1. Each Party complies with applicable US data-protection laws, including, where applicable, the California Consumer Privacy Act/CPRA and comparable state laws.
2. To the extent Seibert will process personal information on Customer’s behalf in connection with an engagement and applicable law requires contractual data-processing terms, the Parties will enter into a separate Data Processing Addendum before that processing begins. Customer will notify Seibert before providing Seibert with access to personal information that requires such an addendum.
3. Seibert’s processing of personal information as a controller is governed by its Privacy Policy.

§ 6 Limitation of Liability

1. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, arising out of or related to an engagement, regardless of the legal theory and even if advised of the possibility of such damages.
2. Except as provided in paragraph (4), Seibert’s aggregate liability arising out of or related to an engagement will not exceed:
   1. for claims arising from Services, the fees paid or payable to Seibert for the affected Services during the twelve (12) months preceding the first event giving rise to liability; or
   2. for claims arising from the brokerage of a Software Product, the amounts retained by Seibert for the affected Software Product order — that is, the amount paid or payable by Customer to Seibert for that order less the amount Seibert remitted or owes to the applicable Vendor for it, excluding applicable taxes.
3. Reimbursable expenses and taxes are excluded when calculating the applicable liability cap. Claims arising from the same or related events will be treated as a single claim.
4. The limitations in this § 6 do not apply to Customer’s obligation to pay amounts due under an engagement, Customer’s breach of its confidentiality obligations, or Customer’s infringement or misappropriation of Seibert’s intellectual-property rights. They also do not apply to either Party’s liability arising from fraud, willful misconduct, gross negligence, or death or personal injury caused by its negligence. Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited.

§ 7 Force Majeure

Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, cyberattacks, infrastructure or utility failures, or government action. Affected timelines extend by the duration of the disruption plus a reasonable restart period. If a force-majeure event continues for more than three (3) months, either Party may terminate the affected engagement; work already performed is compensated pro rata.

§ 8 Term and Termination

1. Duration follows the individual engagement (SOW, order, or Vendor subscription cycle).
2. Either Party may terminate an engagement for a material breach that remains uncured thirty (30) days after written notice. To the extent permitted by applicable law, either Party may also terminate an engagement immediately if the other Party ceases substantially all business operations, makes a general assignment for the benefit of creditors, or becomes subject to an insolvency, receivership, or bankruptcy proceeding that is not dismissed within sixty (60) days. No engagement may be terminated solely because of insolvency or bankruptcy to the extent such termination is prohibited by applicable law.
3. On termination, each Party returns or destroys the other’s confidential materials within 30 days, subject to legal-retention and routine-backup carve-outs.

§ 9 Governing Law and Jurisdiction

These Terms and each engagement governed by them are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any suit, action, or proceeding arising out of or relating to these Terms or an engagement governed by them must be brought exclusively in the state courts located in New York County, New York, or the United States federal courts located in the Southern District of New York. Each Party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on improper venue or inconvenient forum.

§ 10 Final Provisions

1. Order of Precedence. If there is a conflict among the documents governing an engagement, the following order of precedence applies:
   1. any separately signed master agreement or other individual agreement between the Parties;
   2. any applicable Data Processing Addendum, solely with respect to the processing of personal information;
   3. the applicable offer, quote, Statement of Work, or order confirmation, solely with respect to that engagement; and
   4. these Terms.
2. The applicable Vendor Terms separately govern Customer’s access to and use of Software Products. Any purchase order or similar document issued by Customer is for administrative purposes only, and any additional or conflicting terms contained in it will have no effect.
3. Entire Agreement. The documents identified in paragraph (1) constitute the entire agreement between the Parties concerning the applicable engagement and supersede all prior or contemporaneous proposals, communications, understandings, and agreements between the Parties concerning that engagement, whether written or oral. The Vendor Terms govern the separate relationship between Customer and the applicable Vendor and are not part of the agreement between Seibert and Customer except where these Terms expressly refer to them.
4. Modifications and Updates. No modification of an existing engagement is effective unless expressly agreed in writing, including electronically, by authorized representatives of both Parties. Seibert may update these Terms from time to time by publishing a revised version on its Legal Center. Unless required by applicable law or expressly agreed by the Parties, an updated version applies only to offers, quotes, orders, Statements of Work, and other engagements entered into on or after the updated version’s effective date.
5. Assignment. Neither Party may assign or transfer an engagement without the other Party’s prior written consent, except that either Party may assign an engagement in its entirety without consent to an affiliate or to a successor resulting from a merger, reorganization, acquisition, or sale of all or substantially all of the assigning Party’s relevant business or assets. The assignee must agree to assume the assigning Party’s obligations. Any other attempted assignment is void.
6. Notices. Notices concerning material breach, termination, or a legal dispute must be in writing and delivered personally, by nationally recognized overnight courier, or by certified or registered mail to the recipient’s address stated in the applicable transaction document, with a copy sent by email where an email address has been provided. Such notice is effective upon receipt. Other notices and operational communications may be provided by email to the applicable business contact.
7. Independent Contractors. The Parties are independent contractors. Nothing in an engagement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the Parties. Neither Party has authority to bind the other or incur obligations on the other Party’s behalf.
8. Compliance with Laws. Each Party will comply with the laws and regulations applicable to its performance under an engagement. Customer will not request or use Services or Software Products in violation of applicable export-control, economic-sanctions, anti-corruption, or other trade-compliance laws. Seibert may decline or suspend performance to the extent reasonably necessary to comply with applicable law or a binding governmental requirement.
9. No Third-Party Beneficiaries. Except as expressly stated in an applicable agreement, no person or entity other than the Parties has any right to enforce an engagement.
10. Waiver. A waiver is effective only if made in writing by an authorized representative of the waiving Party. A failure or delay in exercising a right or remedy does not waive that or any other right or remedy.
11. Severability. If any provision of an engagement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.
12. Survival. Provisions that by their nature should survive expiration or termination will survive, including provisions concerning payment, confidentiality, data protection, intellectual property, warranty limitations, limitations of liability, governing law, dispute resolution, and these Final Provisions.
13. Electronic Contracting. Offers, quotes, Statements of Work, orders, amendments, acceptances, and other transaction documents may be executed or accepted electronically and in counterparts. Electronic signatures and electronic acceptances have the same effect as original signatures, and all counterparts together constitute one instrument.

Section II — Professional Services

§ 11 Subject Matter and Service Type

These provisions govern consulting, training, support, implementation, and migration Services relating to the Atlassian Ecosystem. Services are performed in accordance with the standard in § 19 and do not guarantee a specific outcome unless a defined deliverable is expressly agreed under § 16.

§ 12 Performance Description

The scope of the Services is defined in the applicable offer, quote, or Statement of Work (“SOW”). As a best practice, complex or project-based Services are ordinarily documented in a SOW. However, the absence of a separately titled SOW does not affect the validity of an engagement if the scope of the Services is otherwise agreed in writing.

§ 13 Service Delivery

Services are delivered on-site, remotely, or hybrid. Standard performance hours are 9:00 a.m.–5:00 p.m. Eastern Time on US business days. Seibert selects the personnel performing the Services and may substitute personnel of equivalent qualification.

§ 14 Customer Cooperation

Customer will timely provide the information, access, systems, and decisions reasonably required. Delays caused by Customer’s failure to cooperate extend timelines and may increase fees; Seibert is not liable for resulting delays.

§ 15 Compensation

Unless a fixed price is expressly agreed in the offer or SOW, Services are billed on a Time & Materials basis. Travel and out-of-pocket expenses are reimbursed as set out in the offer or SOW. Payment terms are per § 3.

§ 16 Deliverable (Work-Product) Engagements

Where a specific deliverable is expressly agreed, Customer will review the deliverable against the acceptance criteria stated in the applicable offer or Statement of Work. If no specific acceptance criteria are stated, the deliverable will be assessed for material conformity with its agreed description. Customer must accept the deliverable or provide Seibert with written notice describing each material nonconformity within fourteen (14) business days after delivery. Failure to provide such notice within that period, or use of the deliverable in a production environment, constitutes acceptance. General dissatisfaction or requests for functionality outside the agreed scope do not constitute valid rejection. If Customer validly rejects a deliverable, Seibert will have a reasonable opportunity to correct the identified nonconformities and resubmit the deliverable for acceptance under the same procedure.

§ 17 Intellectual Property and Deliverables

1. Customer retains all rights in information, content, software, documentation, data, and other materials supplied by or on behalf of Customer (“Customer Materials”). Customer grants Seibert and its subcontractors a non-exclusive right to use, reproduce, modify, and access Customer Materials solely as necessary to perform the Services. Customer represents that it has all rights and permissions necessary to provide the Customer Materials and authorize their use for that purpose.
2. Seibert retains all rights in its pre-existing and independently developed software, tools, templates, methods, processes, documentation, know-how, configurations, prompts, generic components, and other materials, together with any improvements or modifications to them (“Seibert Materials”). Seibert may use and reuse general knowledge, skills, experience, concepts, methods, and techniques developed or acquired in performing the Services, provided that it does not disclose Customer’s Confidential Information.
3. Subject to Customer’s full payment of the applicable fees, Seibert grants Customer a non-exclusive, perpetual, worldwide, royalty-free right to use, reproduce, modify, and maintain deliverables created specifically for Customer for Customer’s internal business purposes. Customer may permit its affiliates and contractors to exercise these rights solely on Customer’s behalf and subject to confidentiality obligations. Customer may not sell, license, distribute, or otherwise make the deliverables available to third parties as standalone products or services.
4. Deliverables may include third-party or open-source materials governed by their respective license terms. Those materials are not licensed under paragraph (3), and Customer’s rights in them are subject exclusively to the applicable third-party terms.
5. Where a deliverable includes AI-assisted output that may not qualify for intellectual-property protection, Seibert does not warrant that such output is protectable or subject to exclusive ownership rights.

§ 18 Subcontractors

Seibert may engage Seibert Group entities, freelancers, or other third parties at its own risk and responsibility. Confidentiality and data-protection obligations flow down to them.

§ 19 Warranty

Seibert warrants that it will perform the Services in a professional and workmanlike manner, using personnel with appropriate skills and experience. Customer must notify Seibert in writing of any material breach of this warranty within thirty (30) days after performance of the affected Services. As Customer’s exclusive remedy, Seibert will use reasonable efforts to reperform the affected Services. Except for the express warranty in this § 19, the Services and deliverables are provided “as is,” and Seibert disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Seibert does not warrant any specific business, operational, or technical result.

§ 20 Reference Use

Seibert may name Customer as a reference and identify the general nature of the engagement. Customer may opt out at any time by written notice.

Section III — Software Licensing (Brokerage)

§ 21 Role of Seibert

1. Seibert acts solely as an independent intermediary in arranging Customer’s procurement of Software Products from the applicable Vendor. Seibert does not develop, license, sublicense, host, operate, or provide the Software Products. Any license, subscription, or other right to access or use a Software Product is granted directly by the Vendor to Customer under the applicable Vendor Terms. Seibert may issue quotes and invoices, collect amounts payable in connection with the procurement, transmit Customer order information and payment to the Vendor, and perform related administrative activities. Those activities do not make Seibert the licensor or provider of the Software Product.
2. Any consulting, evaluation, recommendation, configuration, implementation, migration, training, or support provided by Seibert in connection with a Software Product constitutes a separate Service governed by Section II. The provision of such Services does not make Seibert the developer, licensor, operator, or provider of the Software Product and does not alter the applicability of the Vendor Terms.
3. By authorizing Seibert to procure a Software Product, Customer authorizes Seibert to submit the corresponding order to the Vendor on Customer’s behalf and to provide the Vendor with the Customer, contact, product, subscription, and scope-of-use information reasonably required to process and fulfill the order. Customer is responsible for ensuring that the information it provides for this purpose is complete and accurate.
4. Procurement of a Software Product is subject to the Vendor’s acceptance of the corresponding order and the continued availability of the Software Product. Seibert’s acceptance or confirmation of Customer’s order does not bind the Vendor. If the Vendor rejects the order or the Software Product becomes unavailable before fulfillment, Seibert may cancel the affected portion of the order and will refund any corresponding amount Customer has already paid to Seibert. Subject to applicable law, that refund is Customer’s exclusive remedy for the Vendor’s rejection of the order or the unavailability of the Software Product.

§ 22 Vendor Terms

1. Customer’s access to and use of Software Products are governed by the terms and conditions presented by the applicable Vendor, including any customer agreement, product-specific terms, policies, and Marketplace-app terms that Customer accepts through the Vendor’s website, software, account, ordering process, or other acceptance mechanism (“Vendor Terms”). Customer is responsible for reviewing and accepting the applicable Vendor Terms. Seibert does not control those terms and is not responsible for identifying or reproducing all Vendor Terms in its offers, quotes, or other transaction documents. Where Seibert’s quote includes a link to the Atlassian Customer Agreement, that link is provided for reference; additional Vendor Terms may also apply.
2. Seibert has no authority to bind any Vendor, modify or waive any Vendor Terms, or make any representation, warranty, or commitment on a Vendor’s behalf. No statement or communication by Seibert modifies the applicable Vendor Terms unless the Vendor expressly confirms the modification in writing.

§ 23 Warranty and Support

Warranty and support claims for Software Products lie exclusively against the Vendor under the Vendor’s terms and service levels. Seibert provides no product warranty. Any support performed by Seibert is a separate Service under Section II.

§ 24 Brokerage Liability

Seibert’s liability in connection with brokerage is limited to its own conduct in processing, submitting, and administering Customer’s order. Seibert is not liable for the Software Product, the Vendor’s acts or omissions, the Vendor’s performance or failure to perform, changes to the Vendor Terms or pricing, or the modification or discontinuation of a Software Product. The limitations of liability in § 6 apply.

§ 25 Billing, Pricing, and Payment

Prices quoted by Seibert are based on the Vendor pricing and commercial conditions applicable when the quote is issued. Unless the applicable pricing has been confirmed by the Vendor, Vendor price or program changes may require Seibert to revise or withdraw its quote before submitting the corresponding order. Amounts are net, in US Dollars, plus applicable sales and use taxes. If Customer fails to pay an amount when due, Seibert may withhold or decline to broker further orders, upgrades, or renewals.

§ 26 Duration, Renewal, and Termination

The duration, expiration, renewal, and termination of each license or subscription follow the applicable Vendor’s subscription cycle and Vendor Terms. Customer is responsible for deciding whether to renew and for authorizing Seibert to submit the renewal sufficiently in advance of the applicable Vendor deadline. Seibert will use reasonable efforts to notify Customer of upcoming renewal or cancellation deadlines, but Customer’s responsibility to act does not depend on receiving such notice. Seibert is not liable for expiration, suspension, loss of access, or other consequences resulting from Customer’s failure to provide timely renewal authorization or from deadlines or actions controlled by the Vendor.

§ 27 Product Types and Special Terms

1. Data Center Software Products are subscription-based. Customer’s right to use a Data Center Software Product after expiration of the applicable subscription term requires renewal in accordance with the applicable Vendor Terms.
2. Except as provided in § 21 (4), upgrades and renewals are non-cancellable and non-refundable once authorized by Customer, including if Customer does not use or only partially uses the applicable Software Product, upgraded capacity, or renewal term. Any cancellation or refund right applicable to an initial purchase is governed exclusively by the applicable Vendor Terms.