Terms and Conditions

Terms and Conditions of the company DigITup GmbH, Managing Director authorized to represent:

Sebastian Stemmer

Königsallee 27

40212 Düsseldorf

Telephone: +49 (0) 211 23855-142

E-mail: kontakt@dig-it-up.de

§ 1 Scope

(1) These Terms and Conditions (hereinafter referred to as "GTC") shall apply to all contracts concluded with us between us, company DigITup GmbH, managing director Sebastian Stemmer, Königsallee 27, 40212 Düsseldorf, Germany, telephone: + 49 (0) 211 23855-142, e-mail: kontakt@dig-it-up.de (hereinafter also referred to as "Provider"), and you (hereinafter also referred to as "Customer") as our Customer. The offer is directed exclusively to customers who are entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

(2) All agreements made between you and us in connection with the purchase contract are based in particular on these Terms and Conditions of Sale.

(3) The version of the Terms and Conditions valid at the time the contract is concluded shall apply. The Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed again.

(4) We do not accept any deviating Terms and Conditions of the customer. This shall also apply if we do not expressly object to their inclusion.

§ 2 Subject matter of the Agreement

The subject matter of the agreement is the granting of the use of the "Testmap for Jira" software (hereinafter referred to as the "Software") against payment and limited in time to the duration of the agreed term.

§ 3 Services

(1) We grant you the use of the respective current version of the Software for the agreed number of authorized users via the internet by means of access through a browser.

(2) We guarantee the functionality of the Software for the duration of the contractual relationship and will maintain it in a condition suitable for use in accordance with the contract. The functional scope of the Software as well as the conditions of use and the number of users shall be agreed upon in individual contracts. Documentation will be made available online.

(3) The availability of the Software itself via the cloud infrastructure of Atlassian is not owed by us, but by the operator Atlassian. The latter is responsible for the trouble-free use and the elimination of any disruptions.

(4) We are entitled to update and further develop the Software at any time and, in particular, to adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, we will give due consideration to your legitimate interests and inform you of any necessary updates in good time.

(5) Insofar as we and not the cloud infrastructure operator Atlassian are responsible for this, we will take measures to protect the customer data, but we shall not be subject to any custody or care obligations with regard to the data.

§ 4 Scope of use and rights

(1) The Software shall not be physically transferred to the Customer.

(2) The Customer shall be granted simple, i.e. non-sublicensable and non-transferable rights to use the Software by means of access via a browser in accordance with the contractual provisions for the respective current version of the Software for the number of users specified in the contract, which rights shall be limited in time to the term of the contract.

(3) The Customer may only use the Software within the scope of its own business activities by its own personnel and by personnel acting on behalf of the Customer. The customer is not permitted to use the software for any other purpose.

§ 5 Support 

We set up a support service for inquiries about functions of the Software. Requests can be made around the clock via the chat function on the website or in the Help Center.

§ 6 Obligations of the customer 

You will ensure that use only occurs to the contractually agreed extent. Unauthorized access must be reported to us immediately.

§ 7 Warranty 

(1) With regard to the granting of the use of the Software, the warranty provisions of tenancy law (§§ 535 et seq. BGB) shall apply.

(2) You must notify us of any defects without delay.

(3) The warranty for only insignificant reductions in the suitability of the service is excluded. The strict liability according to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.

§ 8 Liability

(1) The parties shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, limb or health.

(2) Notwithstanding the cases of unlimited liability pursuant to § 8 (1), the parties shall be liable to each other in the event of a slightly negligent breach of duty only in the event of a breach of material contractual obligations, i.e. obligations the fulfillment of which is a prerequisite for the proper performance of the contract or the breach of which jeopardizes the attainment of the purpose of the contract and on the observance of which the other party may regularly rely, but limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract. 

(3) The above limitations of liability shall not apply to liability under the German Product Liability Act (Produkthaftungsgesetz) or to guarantees assumed in writing by one of the parties.

(4)Section 8 shall also apply in favor of employees, representatives and bodies of the parties.

§ 9 Defects of title; indemnification

The Provider warrants that the Software does not infringe any third-party rights. The Provider shall indemnify the Customer against all claims of third parties due to infringements of property rights for which the Provider is responsible in connection with the contractual use of the Software upon first request and shall reimburse the Customer for the costs of an appropriate legal prosecution. The Customer shall inform the Provider without delay of any claims asserted against it by third parties on the basis of the contractual use of the Software and shall grant the Provider all necessary powers of attorney and authority to defend the claims.

§ 10 Terms of remuneration and payment 

(1) You shall pay us a monthly fee in accordance with the individual agreement.

(2) The monthly fee shall be adjusted in the event of changes in the number of users in accordance with the conditions in the individual agreement.

§ 11 Contract term and termination 

(1) The contract is concluded for an indefinite period of time and can be terminated at the end of the current calendar month via the termination button.

(2) The right to terminate without notice for good cause remains unaffected. This requires text form.

§ 12 Data protection; secrecy

(1) The Parties shall comply with the applicable provisions of data protection law applicable to them in each case.

(2) The Provider undertakes to maintain confidentiality about all confidential information (including trade secrets) which it learns in connection with this Agreement and its performance and not to disclose, pass on or otherwise use such information to third parties. Confidential information is information which is marked as confidential or the confidentiality of which is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply if the Provider is obligated to disclose the confidential information by law or by virtue of a final or legally binding decision of an authority or court. The Provider undertakes to agree with all employees and subcontractors on a provision similar to the preceding paragraphs.

§ 13 Final provisions

(1) There are no oral or written ancillary agreements to this contract. Amendments to this contract and its annexes must be made in writing.

(2) German law shall apply, excluding the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention).

(3) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Düsseldorf.

Status: 01.11.2022