General Terms and Conditions Germany

Here you will find the general terms and conditions (GTC) of catworkx GmbH Germany.

Scope

The following terms and conditions apply between us (catworkx GmbH, Schellerdamm 16, D-21079 Hamburg, info@catworkx.

1. com; hereinafter referred to as “we/contractor”) and our customers (hereinafter referred to as “client”) for all orders relating to consulting, planning, organization, and programming work as well as similar services, unless otherwise agreed in writing.
2. Any conflicting terms and conditions of the client shall not apply.

Subject matter

The subject matter of the contract is the agreed service (activity), which shall be performed by our qualified employees in accordance with the principles of proper professional practice within the agreed period. We provide IT services for installations and applications, customer-specific developments, and consulting for Atlassian products. This includes, among other things, consulting on business processes and implementation within the tools. We also distribute Atlassian products in the form of license sales. We also conduct various types of training courses for Atlassian products. We provide our services with employees whose selection and replacement we reserve for urgent operational reasons.

Scope of services

The specific tasks, the procedure and the type of products or working documents to be delivered shall be regulated in the written agreements between the contracting parties. Changes, additions, or extensions to the tasks or the type of work documents require a special written agreement.

Conclusion of the contract

1. The contract is concluded upon signing, but no later than upon delivery of the products or commencement of work at the client's premises on the basis of an offer made by us and available to the client.
2. We are bound by our contract offer for four weeks, unless it is expressly marked as non-binding.

Special obligations of the contractor

1. We are obliged to treat information about the client's trade and business secrets as confidential and, upon request, to have our employees sign a corresponding declaration of commitment.
2. We are obliged to observe the provisions of data protection laws and regulations and to have our employees sign a corresponding declaration of commitment.

Obligations of the client

1. The client undertakes to support the contractor's activities. In particular, the client shall, free of charge, create all conditions within its sphere of operation that are necessary for the proper execution of the order. These conditions include, among other things, that the client
   • provides sufficient workspace for the contractor's employees, including all necessary work and communication equipment as required
   • appoints a contact person who is available to the contractor's employees during the agreed working hours; the contact person is authorized to make statements that are necessary as interim decisions within the scope of the continuation of the order
   • provide the contractor's employees with access to the information necessary for their work at all times and supply them with all necessary documents in good time
   • in the case of programming work, provide computer time (including operating time), test data, and data collection capacities in good time and to a sufficient extent.
2. The client guarantees that the (partial) services provided by the contractor within the scope of the order will only be used for its own purposes. The contractor's work results to which copyrights have been created remain with the contractor, unless expressly agreed otherwise.
3. The client is obliged to inspect all delivery items from us immediately upon delivery or upon making them available in accordance with commercial law (§ 377 HGB) and to report any defects found in writing with a detailed description of the fault. The customer shall thoroughly test each module of the software delivered by us for usability in the specific situation before commencing productive use. This also applies to programs that the customer receives within the scope of the warranty and a maintenance contract.
4. The customer shall take appropriate precautions in the event that the program does not function properly in whole or in part (e.g., by backing up data, documenting software use, diagnosing faults, regularly checking results, and planning for emergencies). It is the customer's responsibility to ensure that the program's working environment is functional.

Other obligations

1. Both parties undertake to disclose information about the content and/or results of the services provided to third parties only by mutual agreement.

Liability and compensation

1. Unless otherwise specified in these General Terms and Conditions, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. We shall be liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs),
   1. a) for damages resulting from injury to life, limb, or health,
   2. b) for damage resulting from the non-negligible breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
3. The limitations of liability resulting from paragraph 2 shall also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for according to statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the software and for claims of the buyer under the Product Liability Act.
4. We reserve the right to raise the defense of contributory negligence. The customer is especially responsible for backing up data and protecting against malware using the latest technology.
5. The buyer can only back out or cancel because of a breach of duty that isn't a defect if we're responsible for the breach. The buyer doesn't have a free right to cancel (especially under §§ 651, 649 BGB). In all other respects, the statutory requirements and legal consequences shall apply.
6. The contractor's liability for data loss shall be limited to the typical restoration costs that would have been incurred if regular data backups had been made.

Delays in performance

1. Events of force majeure that significantly impede or render impossible the provision of the service, as well as the non-fulfillment of the client's obligations to cooperate, entitle the contractor to postpone the fulfillment of its obligations by the duration of the hindrance and by a reasonable start-up period. The contractor shall inform the client of this immediately and at the same time notify the client of the expected new duration/time of completion. Strike, lockout, and similar circumstances that directly or indirectly affect the contractor shall be deemed equivalent to force majeure.
2. If the contractor is in default with the performance of its services, the client may terminate the contract after setting a reasonable grace period in writing. If the contractor is not responsible for the delay, the assertion of damages for delay shall be excluded.

Delay in acceptance

1. If the client is in default of acceptance of the services or if the client fails to provide or delays the cooperation required of it under § 6 (1) or otherwise, the contractor may demand the agreed remuneration (excluding ancillary costs) for the services not performed as a result, without being obliged to provide subsequent performance.
2. The contractor's claims for compensation for additional expenses incurred shall remain unaffected.

Contract term and termination

The contract shall end upon expiry of the agreed term. However, it may be terminated in writing at an earlier date with 8 weeks' notice if the client's operational reasons so require. In this case, the contractor's remuneration shall be regulated as follows:

• The full remuneration (excluding ancillary costs) shall be paid for the services performed by the contractor up to the end of the contract. The remuneration for services no longer to be performed as a result of the premature termination shall be waived to the extent that the contractor has saved expenses as a result and/or has earned income through other use of the resources thus freed up or has maliciously failed to do so.

Fees, incidental costs, offsetting, right of retention

1. The remuneration for the services of the contractor or its employees shall be calculated according to the time spent by the contractor and its employees on their activities, including travel time (time-based fees), unless otherwise specified in special cases.
2. The fee rates are based on the contractor's fee schedules valid at the time the order is placed, which will be provided upon request.
3. The due dates shall be agreed separately. All invoices are payable immediately and without deduction.
4. Fees and other amounts invoiced (e.g., travel expenses, expenses, incidental costs, etc.) are exclusive of value-added tax.
5. The client may not assert a right of retention based on another contractual relationship with the contractor.
6. Offsetting is only permitted with claims that have been established by a court of law or are undisputed.

Miscellaneous

1. These General Terms and Conditions and the contractual relationship between us and the buyer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. If provisions of the general terms and conditions are invalid, this shall not affect the remaining provisions. The parties undertake to replace the invalid provisions with economically equivalent provisions.
3. Amendments and supplements to the contract must be made in writing and must be expressly identified as such.
4. The place of jurisdiction for both parties is the principal place of business of the contractor.

catworkx GmbH Germany As of: August 3, 2018