End User Licence Agreement
for Our Atlassian Marketplace Apps
Who are AppFox?
AppFox is the name for our app development team here at Automation Consultants. As a team, our mission is simple – develop innovative apps that extend the functionality of the software you use (e.g. Confluence, Jira, Trello) and empower teams to collaborate in a more efficient way.
Any legal agreements you have entered into with Automation Consultants relating to our products will remain as they are. Automation Consultants are the company and legal entity for our products.
Automation Consultants Atlassian Marketplace App - Subscription Terms and End User Licence Agreement
This end user licence agreement governs the purchase and use of the App, sold in the Atlassian Marketplace and elsewhere (the “App”), which you are using. The subscription to the App is normally made via the Atlassian Marketplace. The App is made available by Automation Consultants Limited, a company registered in England under company number 04047568, with its registered office at Field Farm Barn, Sulhamstead Hill, Sulhamstead Reading, Berkshire, RG7 4DA, and VAT number 753422541 (the “Company”).
1. UNDERSTANDING THESE TERMS
1.1 When certain words and phrases are used in these subscription terms and end user licence agreement (these “Terms“), they have specific meanings (these are known as “defined terms”). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks)
1.2 In these Terms, when we refer to “we“, “us” or “our“, we mean the Company; and when we refer to “you” or “your” we mean:
1.2.1 you, the person subscribing to access and use the App;
1.2.2 if a Subscription to the App has been taken out for a company or other organisation, the organisation on whose behalf you are acting. If you are acting on behalf of your employer or another business, you represent and warrant that:
(a) you have full legal authority to bind your employer or that business; and
(b) you agree to these Terms on behalf of the business that you represent;
1.2.3 if you are a member of an organisation that has subscribed to the App and another person in your organisation has taken out a Subscription for your organisation, you the person accessing and using the App, save that clauses 3, 9, 10, 11 and 12 shall not apply to you; and
1.2.4 if you are the person taking out a Subscription on behalf of an organisation, as set out in clause 1.2.2, you the person taking out such Subscription.
1.3 These Terms set out the terms on which you can subscribe to access the App and the terms on which you may use the App.
1.4 Please note that:
1.4.2 any devices which you use to access the Services must meet the System Requirements:
1.4.3 the App is designed to work in conjunction with the Atlassian application (e.g. Jira and Confluence) for which the App is being offered. While your use of App is governed by these Terms, your access to and use of Atlassian applications is governed by the terms posted on the Atlassian website (available here for cloud: https://www.atlassian.com/legal/cloud-terms-of-service and here for on-premise software: https://www.atlassian.com/legal/software-license-agreement).
You are responsible for ensuring that your use of the Atlassian application complies with any applicable terms of service or other agreements that apply to it.
2. DEFINITIONS AND INTERPRETATION
2.1 The following definitions apply to these Terms:
“Account” has the meaning in clause 3.2;
“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its obligations or enjoyment of its rights under these Terms;
“Atlassian” means Atlassian Pty Ltd, Level 6, 342 George Street, Sydney NSW 2000, Australia, and any of its subsidiary or associated companies;
“Atlassian Marketplace” is an online marketplace accessed via the following link, https://marketplace.atlassian.com/ ,selling Apps for various Atlassian applications.
“App” means a plugin or add-on to an Atlassian application made available on the Atlassian Marketplace or elsewhere. The App is the App governed by these Terms. The App may be a Cloud App or an On-Premise App;
“Business User” means a person acting for purposes relating to their trade, business, craft or profession;
“Charges” means the price for a Subscription as set out during the Order process;
“Cloud” refers to the hosting by Atlassian of their applications and their making them accessible via the internet as software as a service;
“Cloud App” refers to an App which is an add-on to an Atlassian Cloud Application and hosted by us;
“Confirmation Email” has the meaning in clause 3.5;
“Consumer” means a person acting for purposes that are wholly or mainly outside of their trade, business, craft or profession;
“Cooling-off Period” has the meaning given to it in clause 12.1;
“Device” has the meaning in clause 4.3;
“Free Trial” has the meaning given in clause 9.7;
“Intellectual Property Rights“ means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
“Initial Term” has the meaning given to it in clause 0;
“New Service Provider” has the meaning in clause 18.2;
“On-premise” refers to a method of hosting software by which the licensee of the software controls the infrastructure on which the software runs;
“On-premise App” refers to an App which is downloaded and installed in an On-premise Atlassian application;
“Order” means an order for the Services placed by you with us in accordance with these Terms (and “Ordered” shall be construed accordingly);
“Party” means each of you and us;
“Payment Methods” has the meaning given to it in clause Error! Reference source not found.;
“Regulations” has the meaning in clause 12.1;
“Renewal Period” has the meaning given to it in clause 0;
“Services” means the provision by us of the App, features, tools, techniques, and any other services offered as part of your Subscription;
“Subscription” means your subscription for the Services which is governed by these Terms and which is formed in accordance with clause 3 (and “Subscribe” shall be construed accordingly);
“System Requirements” means the system requirements of the Atlassian application for which the App has been designed;
“User Generated Content” means any content that you supply or upload when using the App, such as pictures, text, videos and sound recordings, which can be publicly seen within the functionality of the App, where the App permits such content to be publicly visible; and
“Your Data” means any data, including User Generated Content, you upload to our infrastructure if the App is a Cloud App.
2.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.3 References to “clauses” are to the clauses of these Terms.
2.4 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. ORDERS AND FORMING YOUR SUBSCRIPTION
3.1 You must be at least 18 years old to place an Order with us via the Atlassian Marketplace.
3.2 You will need to register an account with Atlassian in order to access the App and to be able to take out a Subscription (“Account“).
3.3 In order to submit an Order via the Atlassian Marketplace you follow the procedure set out on the Atlassian Marketplace.
3.4 You are responsible for ensuring that your Order is complete and accurate.
3.5 Your Order for the Services is an offer by you to enter into a Subscription with us. These Terms will become legally binding on you and us when you install the App. Your Order will become legally binding when Atlassian sends you the Confirmation Email and each Order shall incorporate the Terms and shall be a new and separate contract between you and us.
3.6 During the Order process, you will be given the option to select the type of Subscription you require (“Subscription Type”). Your Subscription Type will determine the type of hosting, Cloud or On-premise, the basis on which the App is licensed to you and, where applicable, members of your organisation(s).
4. PROVIDING THE APP
4.1 Following conclusion of your Order in accordance with clause 3, we shall make the Services available to you.
4.2 The App provided as part of the Services, and the duration of your Subscription, is as set out in the Order process.
4.3 In order to use the App the device you use (the “Device“) must meet the System Requirements and to download the App you will need Internet access.
4.4 You are responsible for making all arrangements necessary for you to have access to the App. You are also responsible for ensuring that all persons who access the App, whether through your internet connection or because they are a member of your organisation, are aware of these Terms and that they comply with them.
4.5 In the case of an App designed for Atlassian applications hosted by Atlassian in the Cloud, we shall endeavour to provide constant, uninterrupted access to the App for exploitation of the Services. However, please note that:
4.5.1 we may suspend, withdraw, discontinue or change parts of the App without notice, provided that it does not affect the overall provision of the Services to you;
4.5.2 the Services may not be uninterrupted, timely, secure or error-free; and
4.5.3 from time to time we may need to close access to the App and suspend the Services to carry out upgrades and/or maintenance.
5. YOUR DATA
5.1 This Clause 5 applies if the App is a Cloud App.
5.2 You will retain ownership of and all intellectual property rights pertaining to Your Data.
5.3 You grant us a non-exclusive right to copy, store and process Your Data in any way necessary to provide the Services to you, but not for any other purpose.
5.4 Where the App’s functionality permits the sharing of Your Data with other users, to so share Your Data. It is your responsibility to ensure you use the functionality of the App in such a way that that only the elements of Your Data you wish to share are shared, or not to upload any data which you do not wish to be shared.
5.5 We make every effort to protect Your Data from unauthorised access and malicious attacks. You understand however that use of a Cloud App necessarily requires transmission of Your Data over networks that are not owned or controlled by us. We are not responsible for interception, alteration of loss of Your Data while in transit across those networks. We cannot guarantee that our security measures will never be breached or that that transmission of your data will always be secure.
5.6 There may be storage limits associated with the App. The limits will be set out in the App’s documentation. Use of our Cloud Apps is subject to our acceptable use policy here: https://www.appfox.io/about/acceptable-use-policy/.
5.7 You must ensure that Your Data is compliant with all applicable laws, and that you have the right to transfer Your Data to us and grant the rights referred to in clauses 5.3 and 5.4.
5.8 You must ensure that it is legal to upload Your Data into a system such as the App, and that doing so does not contravene any applicable laws governing sensitive data.
5.9 You will indemnify and hold us harmless from any losses for which we become liable arising from any claim relating to Your Data and its use in the App.
5.10 If your Subscription is terminated under Clause 9.3, we may remove Your Data from the App.
5.11 We may remove from the App or delete Your Data after a reasonable time has passed after the end of your Subscription.
6. ON-PREMISE APPS
6.1 The Terms of this clause 6 shall apply only if the App is an On-premise App.
6.2 The Services shall consist primarily of a licence to use the App.
6.3 The App may be installed on one production instance of your infrastructure and not more. A production instance is one which is used for the operational purposes of yourself or your organisation, as opposed to testing or deployment of the App.
7. SUPPORT AND MAINTENANCE
7.1 We will provide support and maintenance for the App as specified in the App documentation. Support includes patches and feature upgrades for On-Premise Apps and the ability for you to raise support requests, i.e. tickets, in our support portal.
7.2 Support will be provided for as long as the applicable Charges are paid.
8. YOUR OBLIGATIONS
8.1 You are responsible for ensuring that you have and maintain all the hardware and software necessary to access, receive and view the Services.
8.2 If your Subscription permits you to grant members of your organisation access to and use of the App, you shall ensure that only authorised members of your organisation can access the App, and each member to whom access is granted is aware of these Terms and that they comply with them.
8.3 You must ensure that the total number of user authorised to access the App does not exceed the number permitted in your Subscription.
8.4 If your Subscription permits you to grant members of your organisation access to and use of the App, you shall ensure that each member to whom access is granted accesses the App with their own credentials, and that access credentials are not shared between users.
8.5 You agree that you shall not:
8.5.1 use the Services to develop or provide an app which, directly or indirectly, competes with the App being offered by us;
8.5.2 use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights;
8.5.3 use the Services in any way that is contrary to Applicable Law;
8.5.4 archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorised in these Terms) content and information contained on or obtained from or through the Service;
8.5.5 use the Services by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services for use within a third party website or application;
8.5.6 abuse the App or use it for any unlawful or unauthorised purpose (which includes transmitting any computer viruses or other malware through the App, or using the App in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else).
8.5.7 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App;
8.5.8 collect or harvest any information or data from the App or our systems or attempt to decipher any transmission to or from the servers running the App;
8.5.9 copy, or otherwise reproduce or re-sell any part of the App unless expressly permitted to do so in these Terms;
8.5.10 except as permitted by Applicable Law, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing;
8.5.11 rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
8.5.12 make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs; and
8.5.13 other than permitted in accordance with your Subscription, provide or otherwise make available the App in whole or in part (including object and source code) in any form to any person without prior written consent from us.
8.6 You acknowledge that you have no right to have access to the App in source-code form.
8.7 You agree that you shall co-operate with us in all matters relating to the Services and shall comply with all technology control or export laws and regulations that apply to the technology used or supported by the App.
User Generated Content
8.8 If it is the case that you supply/upload any User Generated Content – you must comply with the following rules:
8.8.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
8.8.2 it must not harass or bully another person;
8.8.3 it must be true and honest so far as you know;
8.8.4 it must not be defamatory of anyone;
8.8.5 it must not be unlawful;
8.8.6 it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own);
8.8.7 it must not contain someone else’s personal details or confidential information relating to other people; and
8.8.8 it must not promote or condone terrorism, violence or illegal behaviour.
8.9 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
8.10 In addition, we may from time to time provide interactive services on the App that shall enable you to upload User Generated Content, including, without limitation:
8.10.1 comment facilities; and/or
8.10.2 bulletin boards,
(together “Interactive Services“).
8.11 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered. We will not oversee, monitor or moderate any User Generated Content or the Interactive Services. If you become aware of any User Generated Content that breaches clause 8.8 above, please contact us on firstname.lastname@example.org, providing details of: (i) the date on which it was posted and where it can be found on the public internet; (ii) the username of the person who posted it; (iii) reasons why the content should be deleted; and (vi) copies of any communication with the person who posted it (if any).
8.12 We do not guarantee that App will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the App and we recommend that you use your own virus protection software.
8.13 You must not misuse the App by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the App, the server on which the App is stored or any server, computer or database connected to the App. You must not attack the App via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit criminal offences. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the App will cease immediately.
9. TERM AND TERMINATION, TRIAL PERIODS
9.1 If the App is a Cloud App, the following terms shall apply.
9.1.1 Unless otherwise terminated or cancelled in accordance with these Terms or unless otherwise specified in your Order, your Subscription will last for a period of one month (the “Initial Term”). Your subscription will automatically renew at the end of the Initial Term for a further period of one month and shall continue to renew for successive periods of one month (each such month, a “Renewal Period”). By way of example, if you Subscribe on 25 January, the Initial Term is 25 January to 24 February (inclusive) and Renewal Periods shall run from the 25th of one month to the 24th of the next month (inclusive).
9.1.2 You may cancel your Subscription by logging into the Atlassian application in which it is installed and uninstalling it, or by sending an email to email@example.com . Your Subscription will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which you cancelled your Subscription.
9.1.3 You will continue to have access to the Services for the period between you notifying us that you wish to cancel your Subscription and the cancellation taking effect under clause 9.1.2 above, provided that you have paid the Charges for that period.
9.2 If the App is an On-Premise App, the Subscription Term shall be as set out in the Order.
Suspension and termination by us
9.3 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if:
9.3.1 Atlassian notifies us:
126.96.36.199 that your use of Atlassian products or services is not in accordance with Atlassian’s terms ; or
188.8.131.52 you are otherwise in breach of the applicable Atlassian terms.
9.3.2 you fail to pay any amount due under these Terms on the due date for payment;
9.3.3 you breach any material term of these Terms and fail to remedy such breach (if remediable) within seven days of notice by us to you, and we shall suspend access to the Services until the earlier of: (a) such breach being remedied to our reasonable satisfaction; and (b) termination of these Terms by us; or
9.3.4 we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing criminal activity in the use of the Services.
9.4 We may also suspend or terminate your Subscription at any time with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription: (i) if suspended, during such suspension period; and (ii) if terminated, remaining after termination of your Subscription occurs.
9.5 Unless clause 9.3.1 applies:
9.5.1 if the App is a Cloud App, your Atlassian Account or the the Atlassian application on which the App is installed is deactivated, your Subscription will be cancelled; and
9.5.2 we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
9.6 We may cancel your Subscription at any time by giving you at least seven days’ notice in writing. If we exercise this right, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
9.7 From time to time, we may offer free trials of Subscriptions for a specified period of time (a “Free Trial”). We may determine your eligibility for a Free Trial, and withdraw or modify a Free Trial at any time.
9.8 Where we offer Free Trials, we will require you to provide your payment details at the start of the Free Trial. By providing such details you agree that we may automatically begin charging you for the Subscription on the day after the end of the Free Trial. If you do not want to be charged for your Subscription following the end of the Free Trial, you must cancel your Subscription before the end of the Free Trial by uninstalling the App.
10. CONSEQUENCES OF TERMINATION
10.1 On expiry or termination of your Subscription for any reason:
10.1.1 save where it is contrary to these Terms, you shall immediately pay to us all outstanding unpaid Charges;
10.1.2 your access to the Services will be revoked; and
10.1.3 the licence granted in clause 15.1 will cease.
10.2 We shall pay any refund due from us to you on termination of your Subscription no later than 30 days from the date of termination.
10.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
11. CHARGES AND PAYMENT
11.1 The Charges for your Subscription are as set out during the Order process.
11.2 If the price or Charge we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price or Charge even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Subscription.
11.3 We have the right to make changes to the Charges from time to time, although we shall not make any change to the Charges applicable to you during the current Initial Term or Renewal Period (as applicable). If these changes result in an increase in the Charges payable by you, we shall inform you at least 30 days in advance of the change. If you do not agree to pay the increased Charges, you may terminate your Subscription.
12. CANCELLATION AND REFUND
This clause 12 relates to your rights to cancel your Subscription and receive a refund if you are a Consumer. If you are resident in the UK, you can obtain advice about your right to cancel your Subscription from your local Citizens’ Advice Bureau or Trading Standards Office. If you are a Business User, this clause 12 does not apply to you.
12.1 Under these Terms, you can exercise your right to cancel your Subscription under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations“) within 30 days of the date of your Subscription (the “Cooling-off Period”). Please note that if you have taken out a Free Trial, the Cooling-off Period will begin on the date that the Free Trial begins.
12.2 If you wish to exercise your right to cancel in accordance with clause 12.1, you must contact us to let us know that you are doing so. You may do this by uninstalling the App or by completing the following model cancellation form and returning it by email to us at firstname.lastname@example.org :
Model Cancellation Form
To: Automation Consultants Limited, Field Farm Barn, Sulhamstead Hill, Sulhamstead Reading, Berkshire, RG7 4DA
E-mail address: email@example.com
I/We(*) hereby give notice that I/We(*) cancel my/our(*) contract of sale for the provision of the following service:
Ordered on(*) / received on(*)
Name of consumer(s),
Address of consumer(s),
Signature of consumer (only if this form is notified on paper)
(*) Please delete if not applicable
12.3 We will send you an acknowledgement of receipt by email.
12.4 If you exercise your right of cancellation in accordance with clause 12.1, this contract will come to an end and we will reimburse to you all payments received from you for your Subscription. We will make this reimbursement no later than 14 days after the day on which we are informed about your decision to cancel your Subscription. We will make the reimbursement using the same means of payment you use to pay for your Subscription, unless you expressly agree otherwise.
12.5 If you wish to access the Services and use the App during the Cooling-off Period then you may do so but:
12.5.1 you expressly agree that we may begin to make the App available to you during the Cooling-Off Period; and
12.5.2 you expressly acknowledge and agree that your right to cancel your Order under the Regulations (as set out in clause 12.1) will be lost.
13.1 The Charges payable under these Terms are exclusive of tax. If any taxes are payable in respect of the Services in the jurisdiction where the payment is made or received, they must by paid by you in addition such that the net sum received by us is that specified in the Atlassian Marketplace for the Services.
14. OUR RIGHT TO VARY THESE TERMS
14.1 We may need to amend or add to these Terms as they apply to your Subscription from time to time, provided that:
14.1.1 save if such amendment or addition is due to a change in law or for security reasons, such amendment or addition shall only take effect on the commencement of the next following Renewal Period and we shall provide you with at least five days’ advance notice of such amendment or addition; and
14.1.2 if you are dissatisfied with such amendments or additions, you may cancel your Subscription from the end of the current Initial Term or Renewal Period by uninstalling the App or by sending an email to firstname.lastname@example.org .
15. INTELLECTUAL PROPERTY RIGHTS
15.1 We grant to you a non-transferable, non-exclusive, revocable licence to use the App in accordance with your Subscription Type, provided that you comply with these Terms and the documents referred to in them. You may download, install and use the App in accordance with your Subscription Type. We reserve all other rights. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms.
15.2 If you are a Consumer, you must not use the App (or any part of it or its content) for commercial purposes; however, you may download material from the App solely for non-commercial, personal use.
15.3 If you are a Business User, you may only use the App for your internal business purposes, or external business purposes which do not involve charging for the use of the App.
15.4 We, or our content providers, are the owners or licence holders of the Intellectual Property Rights in the Services. You acknowledge and agree that nothing in these Terms or in an Order shall be construed so as to transfer any Intellectual Property Rights in the Services to you.
15.5 No part of the App, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
15.6 The App may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website. We have no responsibility for any aspect of third party websites.
15.7 Any communications or materials (including, without limitation, any User Generated Content) you send to us by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your purchase of a Subscription through the Atlassain Marketplace). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including developing, manufacturing, advertising and marketing our products.
16. LIMITATION OF LIABILITY
16.1 Nothing in these Terms excludes or limits either Party’s liability for:
16.1.1 death or personal injury caused by its own negligence;
16.1.2 fraud or fraudulent misrepresentation; or
16.1.3 any other liability which may not be limited or excluded under Applicable Law.
16.2 We are not liable for any loss or damage suffered by you as a result of your negligence whilst using the Services.
If you are a Business User
16.3 If you are a Business User, then subject to clause 16.1:
16.3.1 in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and
16.3.2 our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall not exceed the amount of the Charges paid by you for the Initial Term or Renewal Period during which the liability arose
16.4 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.
If you are a Consumer
16.5 If you are a Consumer then, save as set out in clause 15.1, the following sub-clauses apply.
16.5.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into these Terms.
16.5.2 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.
16.5.3 We only supply the Services for domestic and private use. You agree not to use the Services, or the App, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.5.4 If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that that was caused by you failing to correctly follow installation or download instructions or to have in place the System Requirements.
16.5.5 Our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall not exceed the amount of the Charges paid by you for the Initial Term or Renewal Period during which the liability arose.
16.6 This clause 16 shall survive termination or expiry of these Terms.
17. THIRD PARTY RIGHTS
These Terms are made between you and us. No other person shall have any rights to enforce any of its terms except for Atlassian, where its terms for the use of the Atlassian Marketplace are similar or overlapping to these Terms, or any person to whom the benefit of these Terms is assigned or transferred in accordance with clause 18.
18.1 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
18.2 We may transfer our rights and obligations under these Terms in whole or in part at any time to any third party (a “New Service Provider”), save that we will comply with clauses 18.3 and 18.4 below.
18.3 In the event that we transfer our rights and obligations to a New Service Provider:
18.3.1 we shall give you advance written notice of such transfer;
18.3.2 these Terms shall remain in full force and effect as if you had entered into the Subscription with the New Service Provider as opposed to us; and
18.3.3 all your rights arising from these Terms shall be enforceable against the New Service Provider.
18.4 If you are a Consumer then in the event that we transfer our rights and obligations to a New Service Provider and your rights and obligations materially change under these Terms, you have the right to cancel your Subscription immediately by uninstalling the App or sending an e-mail to email@example.com . Upon cancellation in accordance with this clause 18.4, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
19. OTHER IMPORTANT INFORMATION
19.1 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
19.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20. GOVERNING LAW AND JURISDICTION
20.1 These Terms are governed by the laws of England and Wales. This means that your access to and use of the App, your Subscription, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
20.2 If you are a Business User, you and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
20.3 If you are a Consumer, you may bring any dispute which may arise under these Terms to the competent court of England. We may bring any dispute which may arise under these Terms to the competent court of England, or any other competent court.
21. CONTACTING US
21.1 Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by using the following details:
Address: Automation Consultants Limited, Field Farm Barn, Sulhamstead Hill, Sulhamstead Reading, Berkshire, RG7 4DA
Email address: firstname.lastname@example.org
22. MARKETING [TAKES EFFECT FROM 07/SEPT/2020]
22.1 The End User grants Automation Consultants the right to identify the End User as a customer of Automation Consultants in marketing and promotional materials (either by name and/or logo). The End User can deny this right at any time by submitting a written request to email@example.com or through a contract agreed between the End User and Automation Consultants. Requests may take up to thirty (30) calendar days to process.
22.2 The licensee agrees to allow Automation Consultants to send notifications to the Technical and Billing Contacts and/or Authorized Users providing you with information about services, features, surveys, newsletters, offers, promotions; providing other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages which may provide best practice, news, benefits and case study information to the licensee. This may include manual and automated correspondence. Any automated correspondence will contain an ‘Unsubscribe’ link to allow the recipient to cancel such engagement and correspondence can also be opted-out by sending an email to firstname.lastname@example.org. Requests may take up to thirty (30) calendar days to process.
23. IMPROVING OUR PRODUCTS [TAKES EFFECT FROM 07/SEPT/2020]
Terms and Conditions last updated 06/AUGUST/2020 – v2