General Terms and Conditions (AGBs)

Scope of application

1. The following terms and conditions apply between us (catworkx GmbH, Schellerdamm 16, D-21079 Hamburg,info@catworkx.com; hereinafter: we/contractor) and our customers (hereinafter: "client") for all orders for consulting, planning, organizational and programming work and similar services, unless otherwise agreed in writing.
2. Any conflicting terms and conditions of the Client shall not apply.

Subject matter

The subject of the contract is the agreed service (activity), which is carried out by our qualified employees in accordance with the principles of proper professional practice within the agreed period. In particular, we provide IT services for installations and applications, customized developments and consulting for Atlassian products. This includes consulting on business processes and implementation within the tools. We also sell Atlassian products in the form of license sales. We also provide various types of training for Atlassian products. We provide our services with employees who we reserve the right to select and replace for urgent operational reasons.

Scope of services

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

Conclusion of the contract

1. The contract shall come into effect upon signature, but at the latest upon delivery of the products or commencement of work at the client's premises on the basis of an offer submitted by us.
2. We shall be bound by our contractual 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 business and trade secrets confidentially and to have our employees sign a corresponding declaration of commitment if requested.
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 activities of the contractor. In particular, the client shall create, free of charge, all conditions within its sphere of operations that are necessary for the proper execution of the order. These conditions include, among other things, that the client
   • provide sufficient working space for the Contractor's employees, including all necessary work and communication equipment as required
   • designate 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 an interim decision in the context of the continuation of the order
   • provides the Contractor's employees with access to the information necessary for their work at all times and provides them with all necessary documents in good time
   • in the case of programming work, provides computer time (including operating), test data and data acquisition 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. Work results of the Contractor to which copyrights have arisen shall remain with the Contractor, unless expressly agreed otherwise.
3. The Customer shall be obliged to inspect all items delivered by us immediately upon delivery or upon receipt in accordance with the provisions of commercial law (§ 377 of the German Commercial Code (HGB)) and to notify us in writing of any defects detected, giving a precise description of the defect. The customer shall thoroughly test each module of the undelivered software for usability in the specific situation before commencing productive use. This shall also apply to programs which 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 work properly in whole or in part (e.g. through data backup, documentation of software use, fault diagnosis, regular testing of results, emergency planning). It is his responsibility to ensure the functionality of the program's working environment.

Other obligations

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

Liability and compensation

1. Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions a) for damages resulting from injury to life, body or health, b) for damages resulting from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
2. We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs)
3. The limitations of liability resulting from paragraph 2 shall also apply to breaches of duty by or in favor 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. The defense of contributory negligence remains open to us. In particular, the purchaser is obliged to back up data and to defend against malware in accordance with the current state of the art.
5. The purchaser may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer (in particular in accordance with §§ 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
6. The Contractor's liability for loss of data shall be limited to the typical recovery costs that would have been incurred in the event of regular data backups.

Delays in performance

1. Events of force majeure that make the provision of the service significantly more difficult or impossible, as well as the non-fulfillment of the client's obligations to cooperate, shall entitle the contractor to postpone the fulfillment of its obligations for the duration of the hindrance and for a reasonable start-up period. The Contractor shall inform the Client of this immediately and at the same time inform the Client of the expected new duration/time of completion. Strikes, lockouts and similar circumstances directly or indirectly affecting the Contractor shall be deemed equivalent to force majeure.
2. If the Contractor is in default with the provision 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 caused by delay is excluded.

Default of acceptance

1. If the Client is in default with the acceptance of the services or if the Client fails to cooperate or delays in cooperating in accordance with § 6 para. 1 or otherwise, the Contractor may demand the agreed remuneration (excluding ancillary costs) for the services not rendered as a result, without being obliged to render subsequent performance.
2. The Contractor's claims for compensation for additional expenses incurred shall remain unaffected.

Contract duration and termination

The contract shall end at the end of the agreed period. However, it may be terminated earlier in writing with a notice period of 8 weeks if this is required for operational reasons on the part of the client. In this case, the Contractor's remuneration shall be regulated as follows:

• The full remuneration (excluding ancillary costs) shall be paid for the services rendered by the Contractor up to the end of the contract. For the services no longer to be performed as a result of the premature termination, the remuneration shall be waived to the extent that the Contractor has saved expenses as a result and/or has generated income by using the resources thus freed up elsewhere or has maliciously failed to do so.

Fees, ancillary costs, offsetting, right of retention

1. The remuneration for the services of the Contractor or its employees shall be calculated on the basis of the time spent by the Contractor and its employees on their work, including travel time (time-based fees), unless otherwise agreed in special cases.
2. The amount of the fee rates shall be based on the Contractor's fee schedule valid at the time the order is placed, which shall be made available on request.
3. The due dates shall be agreed separately. All invoices shall be payable immediately and without deduction.
4. Fees and other invoiced amounts (e.g. travel costs, expenses, ancillary costs, etc.) are exclusive of VAT.
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 or are undisputed

Miscellaneous

1. These General Terms and Conditions and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of 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 of Contract are invalid, this shall not affect the remaining provisions. The parties undertake to replace the ineffective provisions with economically equivalent ones.
3. Amendments and additions 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 Contractor's principal place of business.

catworkx GmbH Germany Status: 03.08.2018