EULA (End-User License Agreement) and General Terms and Conditions in the context of the provision of Software via the Atlassian Marketplace platform
between ricebean.net Software UG,
represented by the managing directors Stefan Meissner and Michael Rosina,
registered in the commercial register of the district court Traunstein under HRB 28802, USt-ID: DE 310930254
– hereinafter referred to as “Seller” –
the customer designated in § 1 of the contract
– hereinafter referred to as “Customer” –
§ 1 – General
(1) These terms and conditions apply to all contracts, deliveries and other services of ricebean.net software UG, (” Seller”) to its customers. Deviating regulations of the customers do not apply, unless the seller has confirmed this in written form. Individual agreements between the seller and the customers always have priority.
(2) The business relations between the seller and the customers shall be governed by the laws of the Federal Republic of Germany. In the case of consumers, this choice of law shall only apply insofar as the protection granted by mandatory provisions under the law of the state in which the consumer has his habitual residence is not withdrawn. The validity of UN sales law is excluded.
(3) The customer can access the order data after submitting his order via Atlassian Marketplace and print it out if required. Moreover, the contractual text is not stored by the seller after the conclusion of the contract and is therefore not accessible to the customer. The contract language is English.
(4) The place of jurisdiction is Rosenheim, if the customer is a merchant or a legal entity under public law or a special fund under public law. The same applies if a customer does not have a general place of jurisdiction in Germany or if the customer’s place of residence or habitual residence are unknown at the time of filing the action.
(5) Obligation to provide information in accordance with the German Act on Alternative Dispute Resolution in Consumer Matters (§36 VSBG): The seller is neither willing nor obliged to participate in further dispute resolution proceedings with a consumer conciliation body.
§ 2 – Contents and conclusion of the contract
(1) The seller offers customers various software solutions and highly specialized AddOns for Atlassian products via Atlassian Marketplace.
(2) The products are available in the following countries: Worldwide
(3) The product displays by the seller provided on Atlassian Marketplace serve the purpose of submitting a legally binding offer by the customer. The customer may submit the offer through the Atlassian Marketplace integrated online ordering system.
When placing an order via the online order form, the customer, after entering their personal data and clicking the “Buy now” button at the final step of the ordering process, submits a legally binding contractual offer regarding the goods contained in the shopping cart. Prior to the binding submission of the order, all entries can be continuously corrected using the usual keyboard and mouse functions. In addition, all entries are displayed again in a confirmation window before the binding submission of the order and can also be corrected there using the usual keyboard and mouse functions.
(4) With the order confirmation, the seller shall provide the customer with the contractual text as well as these General Terms and Conditions and the cancellation policy.
§ 3 Availability of the Software
(1) The Provider draws the customer’s attention to the fact that restrictions or impairments of the services provided may arise that are beyond the provider’s control. This includes, in particular, actions of third parties not acting on behalf of the provider, technical conditions of the Internet that cannot be influenced by the provider, and force majeure. In particular, pandemics or epidemics are also considered as force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on the provider’s services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the provider, this shall have no effect on the contractual conformity of the services provided.
(2) The customer is obligated to notify the provider immediately and as precisely as possible of any functional failures, malfunctions or impairments of the software. If the customer fails to do so, § 536c BGB shall apply accordingly.
§ 4 Copyright protection
The Licensee acknowledges that the Software is a protectable computer program within the meaning of § 2 cl. 1 No. 1, § 69 a UrhG (“German Copyright Act”) and that the Licensor is the author within the meaning of §§ 7, 69 b UrhG.
§ 5 Extent of use
(1) The provider shall make the software available to the customer for use in its most current version for the duration of the contractual relationship. The software, the computing power required for use and the required storage and data processing space shall be provided to the customer by the provider via the internet. However, the provider shall not be responsible for establishing and maintaining the data connection between the customer’s IT systems.
(2) Access to and use of the web-based software by the customer shall take place via the Internet using an Internet browser.
(3) The quality and functionality of the software is conclusively set out in the product description, which is stored with each product on Atlassian Marketplace.
§ 6 – Special restrictions
The customer is prohibited to modify, translate or create derivative works of the software without prior consent in written form of the seller. The customer is not permitted to reverse engineer, decompile or disassemble the software or to attempt to make the source code of the software accessible in any other way. An entitlement to publication of the source code is excluded.
§ 7 – Reproduction
The software is protected by copyright. Copyright includes the program code, documentation, appearance, structure and organization of the program files, program name, logos and other forms of representation within the software. All rights are reserved and protected by international treaties and copyright laws. It is expressly forbidden to copy or reproduce the software, as well as other material, in whole or in part, in original or modified form, or in form mixed with or included in other software.
§ 8 – Transfer of the user right
The right to use the software may only be transferred to a third party with the prior consent in written form of the seller and only under the conditions of this agreement. Giving away, renting, leasing or lending the software is explicitly prohibited.
§ 9 – License Fee and Duration of Contract
(1) The license fee is based on the prices valid at the time of the order as well as the duration of use and the number of persons who are going to use the product. The price shall include all additional incurred costs.
(2) The provision of the service by the provider shall generally take place after payment of the price via the payment options deposited by the customer with Atlassian Marketplace, with the exception of the agreement of a free trial access. If a Customer defaults on its payment obligations, the Provider may claim damages and/or withdraw from the contract in accordance with the statutory provisions.
(3) The contract duration corresponds to the package booked by the customer. Here, the customer can choose between a contract term of one month or one year.
(4) The Customer can retrieve its order overview and billing data online via its user interface at Atlassian Marketplace.
(5) The availability of the individual goods is indicated in the item descriptions.
(6) The Vendor may, within its reasonable discretion, change the price of its Products to reflect the impact of changes in the total costs associated with providing the Products. Examples of cost elements that affect the price of the Products include, but are not limited to, production and licensing costs, costs of technical provision and distribution of our Service, customer service and other costs of sale (e.g., billing and payment, marketing), general administrative and other overhead costs (e.g., rent, interest and other financing costs, costs of personnel, service providers and services, IT systems, energy), and government-imposed fees, contributions, taxes and duties. All price changes shall apply at the earliest one month or one year after notification to the customer, depending on the product booked. If the customer does not agree with the price increase, he may terminate the contractual relationship in accordance with the standards set out in § 10.
§ 10 – Duration of the contract/termination
(1) The contractual relationship exists for at least one month or one year, depending on the package. The contractual relationship can be terminated at the end of the respective minimum term via the user portal on Atlassian Marketplace. If the customer does not terminate the contract or does not terminate the contract in due time, the contract term will be extended by one additional month or one additional year.
(2) In deviation from the above, the term of the license agreement at the “trial access” service level is one month from the date on which the Licensor sends the confirmation e-mail to the Licensee. The license agreement at the “trial access” level ends automatically one month after the start of the contract. It is not possible to extend the license contract at the “Trial Access” service level.
(3) The seller reserves the right to withdraw from the obligation to fulfill the contract if the goods are transferred by a third party and the transfer fails to occur in part or completely. This reservation of self-supply shall only apply if the seller is not responsible for the failure of the transfer. They are not responsible for the failure to perform provided that a so-called congruent cover transaction has been concluded with the third party in time to fulfill the contractual obligations. If the goods are not delivered, the seller will immediately inform the customer of this circumstance and refund any purchase price previously paid.
(4) The fee shall be paid in advance. If the customer defaults on its payment obligation or fails to pay, the contract shall automatically be deemed terminated.
(5) However, the Customer’s right to use the Software shall expire – even without termination – if the Customer violates any term of this Agreement.
§ 11 – Changes and updates
The seller is entitled to make updates to the software at their own discretion. The customer has no right to implement a change or update. The contract does not include any service or customer support by the licensor.
§ 12 – Liability
(1) According to the current state of the art, the occurrence of program errors in software cannot be completely excluded. Therefore, the subject of the contract is only software that is basically usable in accordance with the program description and the user manual.
(2) For the reasons stated in (1) above, the seller is not liable for the accuracy of the software. In particular, the seller does not warrant that the software meets the requirements and purposes of the customer or that it will work together with other programs selected by the customer. The customer is responsible for the correct selection and the effects of using the software as well as the results intended or achieved with it. The same applies to any other material accompanying the software. If the software is fundamentally unusable in the sense of (1), the customer has the right to withdraw from the contract. The seller has the same right if the production of usable software, as defined in (1), is not possible with reasonable effort.
(3) The seller is not liable for damages resulting from the use of this software or the inability to use this software (including, without limitation, damages for loss of profits, business interruption, loss of business information or data or other financial loss) even if the customer has been informed of the possibility of such damages. This does not apply if there is mandatory liability due to intent or gross negligence.
§ 13 – Data protection
§ 14 Final Provisions
(1) In addition to this contract, the statutory provisions of the Federal Republic of Germany apply excluding the provisions of the UN-Convention on the International Sale of Goods. There are no ancillary agreements. Changes and additions to this contract or the annexes must be made in text form.
(2) Should an existing or future provision included in the contract prove to be or become legally invalid, regardless of the legal grounds, the contracting parties agree that the validity of the remaining parts of the contract shall remain unaffected. This also applies in the event of a recognizable loophole in the contract, in the event of a change in law or a change in jurisdiction. In such a case, the contracting parties agree that a provision shall apply which comes closest to the economic purpose of the contract and to what the parties intended or would have intended according to the sense and purpose of the contract if they had considered this aspect when concluding the contract or when including the provision.
Right of cancellation for consumers
If you conclude the contract with us as a consumer (§13 BGB) under German Civil Code, you have the right to revoke this contract within fourteen days without giving any reason.
In the case of contracts for the delivery of data that is not on a physical medium and is produced and made available in digital form (digital content), the revocation period is fourteen days starting on the day the contract is concluded.
In order to practice your right of cancellation, you must inform us (ricebean.net, Wasserburger Str. 28a, 83071 Stephanskirchen, Germany, e- mail address: firstname.lastname@example.org) of your decision to withdraw from this contract using a clear declaration (e.g. a mailed letter or e-mail). You can use the attached sample cancellation form for this purpose, but it is not mandatory.
In order to comply with the withdrawal period, it is sufficient that you send the notification of the withdrawal right before the expiry of the cancellation period.
Consequences of withdrawal
If you withdraw from this contract, we must refund all payments we have received from you immediately and at the latest within fourteen days from the date on which we received notification of your cancellation of this contract. For this repayment, we will use the same payment method that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees due to this repayment. We can refuse the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
For contracts concerning the delivery of goods, you must return or transfer the goods to us immediately and in any case no later than fourteen days from the day on which you notify us of the cancellation of this contract. The deadline is met if you send the goods before the deadline of fourteen days. You will bear the direct costs of returning the goods.
You must only pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for testing the quality, characteristics and functionality of the goods.
Exclusion or premature expiration of the right of cancellation
The right of cancellation expires prematurely for contracts concerning the delivery of audio or video recordings or computer software in a sealed package, if the seal has been removed after delivery. The right of withdrawal shall also expire if a product key has been redeemed for a registration or activation of software. It should be noted here that an activation or registration of a software with the product key cannot be reversed and therefore there is no right of cancellation.
The right of cancellation does not apply to consumers who at the time of conclusion of the contract do not belong to a Member State of the European Union and whose sole place of residence and delivery address at the time of conclusion of the contract are outside the European Union.
The right of cancellation expires prematurely in the case of contracts for the delivery of digital content if we have begun executing the contract after you have expressly agreed that we begin the execution of the contract before the end of the cancellation period and you have confirmed to us your awareness that you lose your right of cancellation through your agreement with the beginning of the contract’s execution.
Sample cancellation form
If you wish to cancel the contract, please fill out this form and return it to:
Managing Director: Michael Rosina
Wasserburger Str. 28a
E-Mail address: email@example.com
– I/We (*) hereby cancel the contract concluded by me/us (*) for the
purchase of the following goods (*)/ the provision of the following service (*)
– Ordered on (*)/ received on (*): _______________________________________
– Name of consumer(s): _______________________________________
– Address of consumer(s): _______________________________________
Signature of the consumer(s) (only in case of paper communication)