Buuky Terms of Service
Status: April 2024
For the legal interpretation of the provisions of these Terms of Use only the German version shall prevail.
1. General
1.1 These Buuky Terms of Use (the "Terms of Use") apply to the use of the cloud-based software tool "Buuky" ("SaaS Solution") by the contractual partner (the "Customer"). The SaaS Solution is provided by viadee Unternehmensberatung AG, Anton-Bruchausen-Straße 8, 48147 Münster, Germany ("viadee").
1.2 viadee offers the SaaS Solution exclusively to entrepreneurs within the meaning of section 14 German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal personality who or which, when entering into a legal transaction, act in exercise of his/her/its trade, business or profession.
1.3 An agreement is entered into (i) via the online flow provided by viadee at www.buuky.app (all user agreements entered into in this way are referred to in the following as "Standalone User Agreement") or (ii) by booking the SaaS Solution via the Atlassian Marketplace operated by Atlassian Pty Ltd and/or affiliated companies (uniformly referred to in the following as "Atlassian") or other sales channels maintained by Atlassian (e.g. sales partners) (all user agreements entered into in this way are referred to in the following as "Atlassian Marketplace User Agreement").
1.4 Terms of use of the Customer which deviate from these Terms of Use or supplementary terms and conditions of the Customer only apply if viadee has explicitly agreed to these in writing (electronic form is not sufficient). This consent requirement applies in any event, even if, for instance, viadee provides services without reservation in full knowledge of the Customer's general terms and conditions.
1.5 Attention is drawn to the fact that the use of the Atlassian Marketplace and the purchase of the SaaS Solution under an Atlassian Marketplace User Agreement is additionally subject to the provisions included by Atlassian vis-à-vis the Customer, in particular the Atlassian Marketplace Terms of Use available at the URL https://www.atlassian.com/licensing/marketplace/termsofuse.
2. Services from viadee
2.1 The subject of these Terms of Use is the enabling of the use of the SaaS Solution (which is cloud-based and operated solely on the servers of viadee or its subcontractors). Details of the functions of the SaaS Solution provided can be found in the product descriptions given when the Standalone User Agreement or the Atlassian Marketplace User Agreement (referred to collectively in the following simply as "User Agreement") is entered into. The information in the product descriptions is not to be understood as a guarantee of the condition or quality unless it is expressly designated as such. Unless expressly agreed separately (see clause 14), viadee does not owe any further services, in particular no installation, setup, consulting, adjustment and/or training services.
2.2 The parties acknowledge that the SaaS Solution provided is subject to ongoing changes and will be continuously further developed by viadee. Further developments may also lead to individual functions of the SaaS Solution being replaced or discontinued during the term of the Agreement, subject to the provisions set out in clause 20.2.
2.3 If viadee provides standard interfaces or other technical solutions (e.g. middleware) to systems of the Customer or third parties in connection with the SaaS Solution, viadee is not obliged to adapt these to any modifications in such systems. Rather, it is the Customer's responsibility to adapt its systems to the standard interfaces of the SaaS Solution. viadee will, however, endeavor to provide appropriate resources to (re)establish interoperability in the event of changes to the standard interfaces of widely used third-party systems. If necessary, the parties may also agree separately that viadee will provide additional services required for the establishment of interoperability (e.g. individual developments, provision of middleware, etc.) in accordance with the provisions set out in clause 14 for a separate fee.
2.4 Notwithstanding the above provisions in clause 2.3, viadee will provide for compatibility of the SaaS Solution with the standard interfaces of Atlassian Confluence supported by viadee in accordance with the product descriptions (see clause 2.1). viadee will, however, be granted a reasonable period of time to react to any changes made by Atlassian and to make the necessary changes to the SaaS Solution.
2.5 As regards the email services offered by viadee, viadee is entitled but not obliged to check the contents of the emails sent and received by the Customer to determine whether they contain spam, phishing, viruses, worms or other threats. Therefore, viadee cannot guarantee that the emails re-ceived by the Customer are free of such threats. It is the Customer's responsibility to prevent any damage that may result from this by means of suitable programs and measures (such as training).
2.6 The services to be provided by viadee do not include the commissioning of third-party services that are compatible with the SaaS Solution. Rather, it is the sole responsibility of the Customer to enter into the necessary agreements with third parties and to check whether the SaaS Solution sup-ports the technical integration in the form requested by the Customer. For the avoidance of doubt, even if viadee technically enables the integration of third-party services, viadee does not provide any guarantee or make any assurances with regard to the functionality and accuracy of these services.
2.7 If viadee provides (free) beta versions, the following applies: Beta versions are only provided by viadee to test the functionality and user-friendliness and to receive feedback from the Customer. Beta versions are not fully tested and may therefore still contain errors. For this reason, they are not intended for productive use and viadee does not guarantee their functionality. Any productive use is at the Customer's own risk. viadee may withdraw beta versions at any time at its own discretion. The liability of viadee, its legal representatives, senior executives or other vicarious agents with regard to beta versions provided free of charge is, in deviation from clause 15, limited to intent and gross negligence. This will not apply in the event that viadee has assumed specific warranties, in the event of damages resulting from injury to life, limb or health and in the event of mandatory statutory provisions (e.g. pursuant to the German Product Liability Act (ProdHaftG)).
2.8 If the parties agree on additional services within the scope of the User Agreement or after its conclusion by way of a supplementary agreement, these will also be the subject of the Agreement to the extent described therein and must be provided in accordance with the provisions under clause 14.
3. Rights of use
3.1 The Customer's right to use the SaaS Solution is limited to the term of the User Agreement and the contractually agreed purposes (use for the Customer's company and for companies affiliated with the Customer within the meaning of sections 15 ff. German Stock Corporation Act (AktG)); this right of use is non-exclusive, non-sublicensable and non-transferable. The right of use is conditional on the due and proper payment of the license fees owed in accordance with clause 7.
3.2 The Customer may only use the SaaS Solution for the agreed number of named users ("Named Users"). In the case of an Atlassian Marketplace User Agreement, the number of Named Users corresponds to the number of users who are authorized to use Confluence within a specific Atlassian instance of the Customer based on the Confluence license(s) purchased by the Customer. In the case of a Standalone User Agreement, the number of licenses purchased is agreed independently (one license only entitling the Customer to use the software in one instance). If the Customer uses or wishes to use the SaaS Solution for more users than the number of Named User licenses purchased or wishes to use it in further instances, the Customer must accordingly purchase additional licenses. In the case of an Atlassian Marketplace User Agreement, the required licenses are purchased directly together with the corresponding additional purchase of or a corresponding extension to the Confluence license(s). If the Customer enters into a Standalone User Agreement, the Customer is obliged to purchase the necessary additional licenses by entering into a corresponding supplementary agreement. viadee reserves the right to assert further claims arising from use contrary to the terms of the Agreement.
3.3 If the Customer enters into a Standalone User Agreement, the Customer is entitled to exchange Named Users at any time (by changing the name stored in its account accordingly). When entering into an Atlassian Marketplace User Agreement, the exchange of Named Users will be governed by the provisions agreed between the Customer and Atlassian.
3.4 All existing rights to the SaaS Solution, including all intellectual property rights such as copyrights, trademark rights, patents and all other proper-ty rights, are exclusively owned by viadee or viadee's licensors.
3.5 With regard to the open-source solutions contained in the SaaS Solution, the Customer is granted the rights provided for in the applicable license terms in deviation from the above provisions. An overview of the open-source solutions included in the SaaS Solution and the applicable license terms is provided at https://www.buuky.app/en/open-source.
4. Customer's duties
4.1 The Customer will support viadee to a reasonable extent in providing the contractual services. This includes in particular the provision of information that is useful or necessary for viadee to provide its services. Should the Customer fail to perform the acts of cooperation incumbent upon it, viadee will be released from its obligation to provide the relevant services.
4.2 It is the sole responsibility of the Customer to ensure that the use of the SaaS Solution complies with legal requirements, e.g. with regard to labor law provisions and (other) regulatory requirements. If the SaaS Solution does not permit a legally compliant configuration or use, the Customer will inform viadee immediately.
4.3 The Customer warrants that the content it uploads to the SaaS Solution does not infringe any statutory provisions or third-party rights (see, in particular, clause 18.2 regarding data privacy requirements). If the Customer does upload such infringing content, viadee is entitled to delete it. The Customer further warrants that it will not use the SaaS Solution (and in particular the email services integrated in the SaaS Solution) to spread malware or for any other malicious or illegal purposes (this includes sending spam messages, carrying out DDoS attacks, phishing attempts and trademark and copyright infringements).
4.4 The Customer will indemnify viadee against all damages resulting from a culpable breach of the warranty set out in clause 4.3. Damages will also include the reasonable costs of a necessary legal defense. viadee will inform the Customer without undue delay if such claims are asserted against viadee.
4.5 The Customer will check the data it wishes to upload for viruses or other harmful components before uploading them to the SaaS Solution and will use state-of-the-art measures (e.g. antivirus programs) to do so.
4.6 The SaaS Solution is protected from unauthorized access. The Customer must keep its access data secret and carefully secure them and ensure that the Named Users it designates behave accordingly. It is furthermore obliged to inform viadee immediately if there are indications that its access or the access of a Named User has been misused by third parties. viadee will not pass on a Customer's or a Named User's access data to third parties and will never ask the Customer or Named User for the access data by email or telephone.
4.7 The Customer must take all necessary and reasonable steps to prevent or limit damage resulting from the use of the SaaS Solution. In particular, the Customer must – subject to viadee providing appropriate extraction options – ensure that data stored and processed by viadee for the Customer are backed up separately on a regular basis. If the Customer culpably breaches this obligation, viadee will not be liable for any consequences, particu-larly not for replacing lost or damaged data or programs.
4.8 Actions aimed at impairing the functionality of the SaaS solution (including for other users), making it more difficult to use or jeopardizing system security or integrity are prohibited. The Customer may not take any measures which may result in an unreasonable or excessive burden being placed on the SaaS Solution's infrastructure.
5. System requirements
5.1 Compliance with the system requirements necessary for using the SaaS Solution, in particular with regard to compatibility with required protocols and browsers, is the Customer's responsibility. This also applies with regard to the Named User's compliance with the system requirements. viadee is entitled to adapt the system requirements to the current state of the art at any time. viadee will inform the Customer of the applicable system requirements upon request.
5.2 Please note that it may be necessary to allow cookies to be saved and Javascript to be activated in order to use certain functions.
6. Blocking access
6.1 viadee may temporarily block the Customer's access to the SaaS Solution if there are clear indications that the Customer has breached statutory provisions or these Terms of Use or the User Agreement or is in arrears with the payment of an amount that in total exceeds at least one month's remuneration. This is without prejudice to any powers to block access in accordance with the provisions agreed between Atlassian and the Customer in the event that an Atlassian Marketplace User Agreement is entered into.
6.2 viadee will take into account the legitimate interests of the Customer concerned when deciding whether to block access, in particular whether there are indications that the Customer is not responsible for the breach.
6.3 viadee will lift the block without undue delay once the breach or the default in payment has ended.
7. Remuneration and invoicing
7.1 The Customer will pay the agreed remuneration per Named User for the respective billing period (monthly or annually).
7.2 If a Standalone User Agreement is entered into, the Customer will be invoiced at the earliest 14 days before the start of the respective billing period. viadee will issue an electronic invoice to the Customer in this case and send it to the email address provided by the Customer or upload it to any account of the Customer in the SaaS Solution provided for this purpose. The final amount shown on the invoice is due immediately and must be paid to viadee either by direct bank transfer or via a payment service provider instructed by viadee. The payment deadline is 10 days after receipt of the electronic invoice. If payment is not credited to viadee's account at the latest 10 days after receipt of the invoice, the Customer will be in default without receiving a reminder. In this case, viadee is entitled to charge the Customer statutory default interest and to block access to the SaaS Solution subject to the conditions set out in clause 6 of these Terms of Use.
7.3 If an Atlassian Marketplace User Agreement is entered into, Atlassian will issue the invoice as agreed between the Customer and Atlassian (see clause 1.5).
7.4 The Customer may only set off claims for payment of viadee against due and/or future claims if these claims have been declared final and absolute or are undisputed.
7.5 Unless explicitly stated otherwise, all amounts are net plus VAT at the statutory rate.
8. Term and termination
8.1 User Agreements are entered into for the term stipulated in the User Agreement (and if no such term is stipulated, for an indefinite period).
8.2 If an Atlassian Marketplace User Agreement is entered into, it may be terminated by either party at any time without notice with effect from the end of the current billing period, subject to any conflicting provisions of Atlassian (which take precedence over this clause 8.2). If a Standalone User Agreement is entered into, it may be terminated by either party with 14 days' notice to the end of each billing period.
8.3 This will not affect the right of both parties to terminate the Agreement without notice for good cause.
8.4 If a Standalone User Agreement is entered into, notice of termination must be given in text form (email is sufficient). If an Atlassian Marketplace User Agreement is entered into, termination will be issued via functionalities provided by Atlassian in the Atlassian Marketplace.
8.5 It is the Customer's responsibility to back up the content uploaded to the SaaS Solution prior to termination of the User Agreement (using the functionalities provided by the SaaS Solution). viadee may continue to store the uploaded content for a transition period of two weeks after termination of the User Agreement to allow the Customer to back up the data; unless the parties have explicitly agreed to this in text form, viadee is not obliged to do so, however. As soon as the Customer has backed up its data, it will inform viadee of this. viadee will irretrievably delete the Customer's data at the end of the two-week transition period at the latest. Should the Customer delete its user account on its own initiative, the content it has uploaded will generally be irretrievably deleted immediately and can no longer be returned at a later date.
9. Test period and free use
9.1 If agreed accordingly in a Standalone User Agreement, the SaaS Solution can be tested free of charge using a trial license. Unless explicitly agreed otherwise, the right to use the SaaS Solution free of charge is limited to a trial period of 14 days. At the end of the trial period, access to the SaaS Solution will be deactivated, unless the Customer has ordered the fee-based continuation of use of the SaaS Solution under these Terms of Use after the trial license has expired (and thus outside of the trial period). For the avoidance of doubt, the fee-based continuation of use after the trial period can also be ordered when ordering the trial license (e.g. by agreeing that the fee-based use will automatically follow if the Customer does not terminate the Standalone User Agreement before the trial period expires).
9.2 If an Atlassian Marketplace User Agreement is entered into, the Customer (unless otherwise agreed) has a special right of termination in accordance with the provisions agreed between the Customer and Atlassian (as of April 2024 in accordance with clause 2.3 of the Atlassian Marketplace Terms of Use: within a period of 30 days after conclusion of the Atlassian Marketplace User Agreement). If this special right of termination is exercised, Atlassian will reimburse the Customer for any remuneration already paid in accordance with the provisions of the Atlassian Marketplace Terms of Use.
9.3 Notwithstanding clause 7, viadee may also exceptionally provide the SaaS Solution and the services listed in the respective User Agreement and these Terms of Use to selected customers (e.g. partners or customers who only wish to use the SaaS Solution for a small number of Named Users) free of charge. Such free provision requires an explicit agreement in the respective User Agreement
9.4 In the cases set out under clauses 9.1 and 9.3, viadee will only be liable in deviation from clause 14 in cases of intent and gross negligence, ex-press warranties and damages resulting from injury to life, body or health as well as in the case of mandatory statutory provisions (e.g. under the Ger-man Product Liability Act (ProdHaftG)). Further claims for damages and reimbursement of expenses by the Customer are excluded. In addition, the service levels defined under clauses 11.4 and 12.2 and the rights of reduction provided for under clause 13 will not apply in these cases.
9.5 Clause 9.4 will apply accordingly to cases covered by clause 9.2 if the use of the SaaS Solution was free of charge for the Customer (i.e. was limited to the test period in particular).
10. Warranty; force majeure
10.1 viadee warrants that the SaaS Solution is available to the Customer in accordance with the provisions of these Terms of Use and the User Agreement. viadee does not assume any further warranty or independent guarantee. In the event of any defects, viadee will take the necessary steps to remedy the defect within a reasonable period of time.
10.2 For the avoidance of doubt: viadee's sphere of influence and responsibility does not go beyond the router output of viadee's (or viadee's subcontractor's) data center, i.e. the Customer is responsible for providing a suitable internet connection. viadee is therefore not responsible for disruptions in data transmission via the internet.
10.3 In cases of force majeure, viadee will be released from its obligation to perform. All unforeseen events having an impact on the performance of the Agreement for which neither of the parties is responsible are deemed force majeure. Such events include without limitation lawful means of industrial action, including in third-party companies, official measures taken by authorities, failure of communication networks and gateways of other operators, disruptions in the area of network providers, or other technical disruptions that could not have been prevented even if viadee had taken customary and reasonable safety precautions, including when such circumstances occur in the area of subcontractors, sub-suppliers of viadee or their subcontractors. Force majeure also includes without limitation DDoS or other cyberattacks that viadee is unable to prevent even when using customary and reasonable safety precautions.
11. Maintenance and support
11.1 viadee will provide the Customer with all available bug fixes, patches, updates or other upgrades (excluding upgrades that are subject to a separate remuneration/fee) for the SaaS Solution.
11.2 viadee will provide the Customer with support in German and English via the specified contact channels (e.g. ticket systems) if it encounters any technical faults, error messages or other problems when using the SaaS Solution. While the ticket system will generally be available at all times, (non-automated) support will be available Monday to Friday (excluding public holidays in the State of North Rhine-Westphalia) from 9 a.m. 5 p.m. (CET) ("Support Times"). When handling inquiries, viadee will make every technically and economically reasonable effort to find a solution for the Customer as quickly as possible. Disruptions can be remedied by providing an appropriate and reasonable workaround solution.
11.3 The Customer will inform viadee without undue delay of any malfunctions of the SaaS Solution and provide all available information to enable viadee to remedy the malfunction within the scope of its contractual obligations. This includes in particular a description of the error in reproducible form. The Customer will also help viadee to an appropriate extent with the actual rectification of errors, for example by carrying out tests. If the Customer fails to notify viadee of malfunctions and this failure leads to further damage or malfunctions, viadee will not be responsible for such consequential damage.
11.4 The following response times apply for troubleshooting:
The response times run exclusively within the Support Times. The response time will commence as soon as the Customer has submitted a duly filed error report via the communication channels specified in clause 11.2. The response time will be deemed to have been met if viadee has created a ticket within the specified period and informed the Customer that the ticket has been created.
11.5 The priority of support cases referred to in clause 11.4 will be classified by mutual agreement between the parties based on the following criteria, with viadee having the final decision in the event of diverging views between the parties:
11.6 Maintenance and support services are covered by the remuneration agreed in the User Agreement.
12. Availability of the SaaS Solution
12.1 The right to use the SaaS Solution exists only within the framework of recognized (tried and tested) state of the art.
12.2 viadee warrants that the SaaS Solution will be available at least 99.5 % of the time on a monthly average. This does not include downtimes that are not within viadee's sphere of influence and responsibility (force majeure, fault of third parties, etc.) or maintenance work to the extent set out in clause 12.4. The SaaS Solution is considered available if Named Users can book workplaces with the SaaS Solution and the time between individual processing steps is less than ten seconds on average.
12.3 Individual functions of the SaaS Solution may be temporarily unavailable due to maintenance work. When carrying out maintenance work, viadee will take into account the legitimate interests of the Customer, in particular by giving priority to planned maintenance work during periods when there are typically few users and by informing the Customer in good time in the event of foreseeable prolonged downtimes. In the event of critical and/or security-relevant changes, viadee reserves the right to provide bug fixes, patches, updates, etc. at short notice and/or without prior notice. However, the Customer has no claim to these being provided at times of its choosing.
12.4 When calculating the actual availability achieved, downtimes caused by maintenance work can be disregarded up to a maximum of five hours per month.
13. Reimbursement in the event of non-compliance with the service levels
13.1 viadee will continuously monitor compliance with the service levels defined in clauses 11.4 and 12.2 and inform the Customer of this on request.
13.2 If viadee culpably violates one or more of the response time(s) defined in clause 11.4, the Customer will be entitled to reduce the monthly remuneration (fixed remuneration and variable remuneration) payable for the respective month (or pro rata in the case of an annual remuneration) depending on the total duration for which the response time(s) is/are exceeded as specified in the following table:
13.3 If viadee culpably violates the availability defined in clause 12.2, the Customer will be entitled to reduce the monthly remuneration (fixed remuneration and variable remuneration) payable for the respective month (or pro rata in the case of an annual remuneration) by 5 % for each (partial) percentage point of shortfall, depending on the amount of the shortfall.
13.4 Several reduction amounts must be added together, the maximum reduction amount being 100 % of the remuneration (fixed remuneration and variable remuneration) payable in the respective month (or pro rata in the case of an annual remuneration). viadee is entitled to offset any amount to be reimbursed against the remuneration payable by the Customer for subsequent billing periods or to offer the Customer a discount code to be redeemed via the Atlassian Marketplace for the use of the SaaS Solution in further billing periods. Any liability of viadee for breaches of the contractually agreed service levels beyond that provided for in this clause 13 is excluded.
14. Additional services
14.1 Unless otherwise agreed in any additional contract entered into, agreed additional services are provided on the basis of service contract law and invoiced on a time and material basis after the service has been provided (usually monthly). After prior approval, the Customer will also reimburse viadee for incidental costs incurred in connection with the services, such as expenses, travel and accommodation costs.
14.2 Unless explicitly agreed otherwise in writing, viadee will only grant the Customer a non-exclusive, non-transferable and non-sublicensable right to the results of the additional services provided under this clause 14, limited to the term of the User Agreement, to use the developed results for the purposes and to the extent set out in the User Agreement.
14.3 In addition to these Terms of Use, special conditions may also be agreed for additional services.
15. Limitation of liability
15.1 Except if essential contractual obligations are violated, viadee will be liable for damages only to the extent that viadee, its legal representatives, senior executives or other vicarious agents are culpable of having acted intentionally or with gross negligence. Should essential contractual obligations be violated, viadee will be liable for any culpable conduct of its legal representatives, senior executives or other vicarious agents, the term "essential contractual obligations" meaning such obligations the fulfilment of which makes the due performance of the Agreement possible in the first place, on the compliance with which the contractual partner may normally rely and the violation of which jeopardizes the achievement of the contractual purpose.
15.2 With the exception of intentional or grossly negligent conduct of viadee, its legal representatives, senior executives or other vicarious agents, the liability of viadee will be limited in amount to damages typically foreseeable at the time the User Agreement is entered into.
15.3 In the cases set out in clause 15.2, viadee's liability for all claims arising within a contractual year is limited to 100 % of the remuneration payable by the Customer within the same contractual year.
15.4 Liability of viadee over and above this is excluded. To the extent that viadee's liability is excluded or limited, this also applies to the personal liability of viadee's legal representatives, senior executives or other vicarious agents.
15.5 The aforementioned exclusions of liability will not apply in the event of viadee's explicit assumption of warranties, nor in the event of damages resulting from injury to life, limb, or health, or in the event of mandatory statutory provisions to the contrary.
16. Confidentiality
16.1 The parties undertake to treat all confidential information, for example of a technical, commercial or organizational nature, which becomes known to them from implementing the User Agreement as confidential and to only use it for contractually agreed purposes. The confidentiality obligation will not apply to those persons who are authorized to have knowledge of the information and who are subject to a statutory or contractual duty of confidentiality or where the other party has agreed to the disclosure of this information.
16.2 Confidential information within the meaning of this provision is information, documents, details and data that are designated as such or are to be regarded as confidential by their nature. The term "confidential information" does not include information which (i) is in the public domain or is or becomes generally accessible (unless this is as a result of a breach of this Agreement by the informed party or one of its representatives); (ii) was already lawfully at the disposal of the informed party without a confidentiality obligation before it received the information from the informing party; or (iii) was received by a third party who is entitled to disclose this information without restriction.
16.3 The existence of one of the above exceptions must be proven by the party seeking to rely on it. If one party is obliged to make confidential information of the other party in the above sense available to a public body, it is entitled to do so; the other party must be informed about this without undue delay and, where possible, before the information is disclosed to the public body.
16.4 The rights and obligations of this clause 16 will continue to exist for two years after termination of this Agreement.
17. Reference advertising
17.1 viadee is entitled to name the Customer as a reference partner in connection with its respective range of services.
17.2 For the contractual term agreed in the User Agreement, the Customer grants viadee a limited, non-exclusive, non-sublicensable and non-transferable right to use the Customer's logo or other company symbols in a customary and appropriate manner.
17.3 The Customer may revoke viadee's authorization for reference advertising as per this clause 17 at any time by email.
18. Use of data, data privacy
18.1 viadee is entitled to use and process data provided by the Customer in an anonymized and, if necessary, aggregated form for its own purposes, in particular for the further development and improvement of its own range of services and for the development and marketing of new tools itself or through commissioned third parties.
18.2 Before uploading personal data to the SaaS Solution, the Customer will enter into the agreement on data processing provided by viadee for this purpose via https://www.buuky.app/avv in accordance with Article 28 GDPR.
18.3 The Customer will also ensure (to the extent possible) that the contractual data processing is permissible and will obtain any necessary consents from Named Users and other data subjects (e.g. employees) on its own initiative and responsibility and provide viadee with evidence that these have been properly obtained upon request.
19. Choice of law, place of performance, place of jurisdiction
19.1 The application and interpretation of the User Agreement, including these Terms of Use, are governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
19.2 The parties agree that Münster (Germany) will be the place of performance and exclusive place of jurisdiction for all claims arising from and based on the use of the SaaS Solution.
20. Changes
20.1 viadee may notify the Customer of changes to these Terms of Use or other components of the User Agreement at any time. In such a case, viadee will inform the Customer of the proposed changes in text form (e.g. by email) at least four weeks before the proposed date of their entry into force. The changes proposed to the Customer will only enter into force if the Customer agrees to them as follows:
20.1.1 If the change is substantial, viadee will ask the Customer to expressly consent to this change. A material change is such a change (in particular to the provisions on the type and general scope of the agreed services or on termination) in favor of viadee that would significantly shift the previously agreed relationship between performance and consideration to the detriment of the Customer or would be equivalent to the conclusion of a new contract. However, a change based on a change in the legal situation, a final and absolute court ruling or an interim injunction does not constitute a material change.
20.1.2 If a proposed change is not a material change, the Customer's consent is deemed to have been given if the Customer has not expressly rejected the change in text form (e.g. by email) to viadee before the proposed effective date. For such changes, viadee will inform the Customer in advance of the right to reject the changes, the deadline for doing so and the consequences of missing this deadline in the communication in which viadee proposes the changes.
20.2 viadee may also restrict functionalities and services as part of the further development of the SaaS Solution if and to the extent that this is necessary for a valid reason that was not foreseeable at the time the Agreement was concluded and the relationship between performance and considera-tion is not shifted to the detriment of the Customer, meaning that the change is reasonable for the Customer. Such a reason exists if the adjustment is necessary in order to adapt the services to the state of the art, developments in the area of IT security, developments in legal and/or supervisory requirements, particularly in the areas of data privacy, telecommunications and consumer protection, as well as market developments. The latter includes, in particular, a change in user behavior and user expectations of comparable solutions.
20.3 If a Standalone User Agreement is entered into, viadee will be entitled to request an adjustment of the agreed remuneration from the Customer once a year with a notice period of at least 60 days. The adjustment will be based on the development of the output price index for IT services in Germany (Index WZ08-620) published by the Federal Statistical Office (Statisches Bundesamt) since the Agreement was entered into or since the previous price adjustment. The Customer is entitled to object to the increase within one month of receipt of the request for adjustment; in this case, however, viadee is entitled to terminate the User Agreement without notice within a further period of one month after receipt of the Customer's objection. If Index WZ08-620 has not risen but fallen since the Agreement was entered into or since the previous price adjustment, the above provisions will apply accordingly; the Customer may then request a corresponding reduction in the agreed remuneration.
20.4 If an Atlassian Marketplace User Agreement is entered into, price adjustments may be made in accordance with any price adjustment agreements between Atlassian and the Customer as per Atlassian's standard formulas and policies. In addition, viadee is entitled to adjust prices in accord-ance with the provisions in clause 20.3 (in which case any adjustments made by Atlassian will be taken into account).
20.5 For the avoidance of doubt, unless otherwise explicitly agreed between the parties in writing (electronic form is not sufficient), these Terms of Use will also apply to any adapted version of the SaaS Solution.
21. Miscellaneous
21.1 For the purpose of fulfilling the Agreement, viadee may use other service providers and companies affiliated with viadee. Insofar as this involves the processing of personal data, the agreement on data processing will take precedence.
21.2 The User Agreement and these Terms of Use represent the entire agreement and arrangement between the parties regarding the subject matter of the Agreement and replace all oral or written agreements or arrangements reached by the parties regarding the subject matter of the Agreement.
21.3 In the event of any discrepancies or contractual omissions, the provisions of the User Agreement will take precedence over these Terms of Use.
21.4 Any amendments or additions to the User Agreement or these Terms of Use – including this written form clause – and their schedules must be made in text form to be effective, subject to the procedure provided for in clause 20.
21.5 Unless expressly agreed otherwise, notifications may also be made in text form and sent by email to the email addresses to be specified by the parties for this purpose. Oral and telephone communication will not suffice, however.
21.6 If any of the provisions in these Terms of Use should be invalid or unenforceable, this will not affect the validity of the other provisions in these Terms of Use. The same applies if these Terms of Use do not contain a provision that is actually necessary. The parties will replace the invalid or unen-forceable provision with a provision which is permitted by statute and enforceable which in economic terms reflects as closely as possible the essence and purpose of the invalid or unenforceable provision. Should these Terms of Use be incomplete, the parties will reach an agreement with the content they would have agreed upon had they been aware of the omission when entering into the Agreement.