General Terms and Conditions

Seibert Solutions GmbH – Terms and Conditions for Licenses from the Atlassian Ecosystem

§ 1 Application of the Terms and Conditions

1. Unless otherwise agreed and if you are a business (Section 14 BGB [Bürgerliches Gesetzbuch – German Civil Code]), a legal entity under public law or a special fund under public law, these Terms and Conditions apply exclusively to the procurement of software licenses.
2. Our Terms and Conditions apply exclusively and without exception. Any deviating, conflicting or supplementary Terms and Conditions will only be accepted and become part of the contract insofar as we have expressly agreed to their validity. This requirement of consent applies in any case, for example even if you refer to your Terms and Conditions in the context of the order and we do not explicitly reject them.
3. In case of doubt, individual agreements and information in our order confirmation prevail  over these Terms and Conditions.
4. We reserve the right to modify these Terms and Conditions.

§ 2 Contract closure

1. Our offer is valid until the specified date.
2. You can accept the offer in the most convenient way for you. If a confirmation by e-mail is sufficient for your processes, simply send a short message with reference to the quote number to the e-mail address order@seibert.group. Of course you can also use the order form attached to the offer and send it completed to the above e-mail address. You can also send orders form your inventory management system to the above e-mail address.
3. For deliveries and services of different types (e.g. software operation and hosting, consulting and training) you will receive separate offers form us. These are not part of this offer.

§ 3 Rights of use and ownership

1. The scope of this offer is the procurement of the software from the Atlassian ecosystem for the term of the quote. The granting of the rights required for the contractual use thereof shall be made by the respective Vendor with clause 3.
2. Please note that a license agreement or cloud contract is concluded directly between you and the vendor with regard to the products provided in accordance with this offer and that we only act as licensor or cloud service provider for our own software products. With regard to the license agreements or cloud contracts that you enter into directly with the respective vendor, these contracts prevail.
3. The software products, rights of use to the software products and the required space for data (cloud) are provided exclusively via the respective vendor, and Seibert Solutions acts neither as a licensor nor as a provider of the cloud services. The respective vendor is exclusively responsible for the content of the license and usage conditions. The terms of use of the vendor Atlassian in their current version can be viewed online at https://www.atlassian.com/de/legal/atlassian-customer-agreement.
4. Unless otherwise specifically agreed in our offer, contract or the license terms of the respective vendor, you are neither directly nor indirectly permitted to copy, modify, adapt, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of the software in whole or in part. Your rights according to Section 69d UrhG (Urheberrechtsgesetz – German copyright law) remain unaffected.
5. If you infringes any of the above provisions, all rights of use provided under this agreement become immediately invalid. In this case, you have to stop the use of the software immediately and completely.
6. All intellectual property rights to the software remain with the respective vendor.

§ 4 Billing and Terms of payment

1. The costs for licenses are charged in U.S. dollars and are converted and offered in Euro on a daily basis as a part of the quote. Our invoicing is based on this value. Should there be a change in the exchange rate fluctuations in the period between the date of the offer and the date of your order, which is more than 6 %, the daily updated Euro-value of our invoicing will be used. All prices are exclusive of the applicable  value added tax. If your company is not located in Germany, no sales tax will be included and you will be liable for any applicable taxes that must be paid.
2. After purchasing the licenses or accepting services rendered, you will receive an invoice according to German tax regulations. All payments shall be payable within 14 days.

§ 5 Warranty and support

1. Your warranty rights with regard to defects of the software, availability of the cloud or other warranty rights exist exclusively against the respective vendor in accordance specified under section 3 (1). Seibert Solutions as a Reseller is not responsible for the liability for defects of software front the vendor Atlassian or from third parties.
2. With regard to availability, the Service Level Agreement of the respective vendor applies. For the vendor Atlassian, this can be viewed at: https://www.atlassian.com/legal/sla.
3. The support services of the vendor Atlassian can be viewed at: https://confluence.atlassian.com/support/atlassian-support-offerings-193299636.html.

§ 6 Liability

1. We are liable without limitation for intent and gross negligence. .
2. For minor negligence, we are liable – except in the case of injury to life, body, or health – only insofar as essential contractual responsibilities (cardinal responsibilities) are violated. The liability is limited to the contract-typical and foreseeable damage, however, at maximum up to the amount of the net license fee of all licenses purchased through Seibert Solutions related to a period of the last 12 months before the claim arises.
3. Liability for indirect and unforeseeable damages, loss of production and use, loss of profit, loss of savings and financial losses due to claims by third parties, is excluded in the case of minor negligence – except in the case of injury to life, limb or health.
4. Any further liability than provided for in this Agreement is excluded – regardless of the legal nature of the enforced claim. However, the above limitations or exclusions of liability shall not apply to strict liability prescribed by law (e.g. under the Produkthaftungsgesetz – German Product Liability Act) or liability under a strict warranty.
5. Insofar as liability is excluded or limited according to Section 6 (2) and (3), this also applies to the personal liability of our employees, representatives, organs and assistants.

§ 7 Applicable law and place of jurisdiction

1. These Terms and Conditions and the contractual relationship between you and us are governed by the law of the Federal Republic of Germany to the exclusion of international common law, especially the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of jurisdiction for all disputes between you and us arising from or in connection with these terms and conditions or a contract between you and us or concerning their validity is Wiesbaden, Germany.