Superthread Customer Terms of Service.
Please read these Superthread Terms of Service (“Terms”) carefully before you decide to use or subscribe to the Superthread service.
These Terms (together with other documents referred to in them) set out the terms on which the Superthread issue tracking and collaboration services are made available to our customers. Together with the details of the subscription you enter into when accepting these Terms, they form a contract between us and any customer accepting them. You may not use the Superthread service unless you agree to them. The binding contract created by your acceptance of these Terms and all materials referred or linked to in them is referred to in these Terms as “this agreement”. We are Superthread IO Ltd, a limited company registered in England and Wales under company number 12667384. Our registered office is at 15 Green Close, Chelmsford, England, CM1 7SL. We are referred to as “Superthread” in these Terms.
IMPORTANT: It is vital that you choose a STRONG PASSWORD in order to minimise the likelihood of unauthorised access to your data.
You agree to these Terms on behalf of the entity or organisation whose details you enter on our website as subscribing to the Superthread service. By doing so, you are representing to us that you have the authority to do so.
We occasionally update these terms. We will let you know of any changes via an email or a notification in your Superthread account.
If you think that there is a mistake in these terms or they require any changes, or you would like to discuss any of them, please contact us at [email protected]
If not given a meaning right away when they are mentioned, capitalised terms (like “the Services”, for example) are defined at the end of these Terms of Service in section 16.
You may use the Services during the period of your Subscription solely for your internal business operations and subject to these Terms of Service. The right to use the Services applies to you only, and not anyone else (for example, if you are a company, any other company which might be affiliated with you).
You must ensure that your usage of the Services does not exceed the limits of your Subscription.
You must ensure that each of your Authorised Users shall keep a secure password for their use of the Services, and that each Authorised User shall keep their password confidential. You are responsible for maintaining the security of your account and password. Superthread will not be liable for any loss or damage from your failure to comply with this security obligation. You will be responsible for any activity undertaken using your account credentials.
You must ensure that you comply at all times with our Acceptable Use Policy (Section 17), which forms part of our agreement.
We will be entitled to suspend or disable your access to any User Data that breaches the provisions of our agreement.
Superthread may temporarily disable your account if your usage significantly exceeds the allocation specified in respect of your Subscription. Superthread will contact you before taking any such action, except in rare cases where the level of use may negatively impact the performance of the Services for other customers.
From time to time, Superthread may make Beta Services available to you at no charge. You may choose to try such Beta Services at your sole discretion. Superthread makes no warranty or representation regarding any Beta Services, and may discontinue Beta Services at any time in its sole discretion and may never make them generally available.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any of the Services, use of the Service, or access to the Services without the express written permission by Superthread.
The Services are subject to limits on the number of Authorised Users specified in respect of the different Subscriptions offered by Superthread, and comprise access to different features of the Services. For example, only our Enterprise plan comprises access to our detailed ACL (access control list) feature. These Subscription features and limits are as initially specified on the Superthread website when you accept these Terms, as subsequently updated by a notification from Superthread to you.
You may at any time upgrade your Subscription. If you wish to upgrade your Subscription, you shall pay to Superthread the relevant fees for such additions as set out on the Superthread website and, if the upgrade is purchased by you part way through a subscription period, such fees shall be pro-rated from the date of activation by Superthread for the remainder of the current subscription period. If you are upgrading from a free Subscription to a paid Subscription, we will charge your payment card immediately and your new Subscription period starts on the day of upgrade.
For downgrades in Subscription level, the new rate starts from the end of your current subscription period. There will be no prorating for downgrades made mid-Subscription period.
You are only permitted to set up one trial or free Subscription per legal entity. Any user found setting up multiple trial or free Subscriptions for any entity will be terminated and blocked from accessing the Services immediately.
You acknowledge that for free Subscriptions your usage is subject to the limit on monthly requests set out in respect of free Subscriptions on the Superthread website, and you will be unable to use the Services in excess of those limits.
You acknowledge that:
You assume sole responsibility for results obtained from the use of the Services by you, for conclusions drawn from such use, and for any use you make of the Services.
You own all of your User Data. You are responsible for the legality, reliability, integrity, accuracy and quality of all such User Data. Except as set out in our agreement, Superthread will not have any rights to use your User Data.
Without prejudice to the Data Processing Terms, in the event of any loss or damage to User Data, your sole and exclusive remedy against Superthread shall be for Superthread to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Superthread in accordance with its Back-up Policy. Superthread shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Superthread to perform services related to User Data maintenance and back-up).
To the extent that any User Data contains any Personal Data, Superthread processes the same as a ‘data processor’, as defined in Data Protection Laws, and the Data Processing Terms below (which form part of these Terms of Service) shall additionally apply.
We will be entitled to use Usage Data for our own purposes including research, analytics, product improvement. Usage Data shall not contain any personal data as defined under Data Protection Laws.
Superthread will perform the Services substantially in accordance with the Service Description. This does not apply to the extent of any non-conformance which is caused by use of the Services contrary to Superthread's instructions, or modification or alteration of the Services by any party other than Superthread or Superthread's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Superthread will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in this document.
This obligation does not apply to any Beta Services – these are provided ‘as is’ without any such commitment.
Unless you are on a free Subscription, you shall pay the Subscription Fees to Superthread for the Subscription. Superthread reserves the right to change the Subscription Fees at any time. We will post changes on the Superthread website or by e-mail to the address you have provided to us in connection with your account. The changes will be applicable from the end of the then-current Subscription period, or (if you are on a free Subscription) at any time.
You shall provide to Superthread valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise Superthread to bill such credit card for the Subscription Fees payable in respect of the Initial Subscription Term and monthly thereafter for each Renewal Period.
All amounts and fees stated or referred to in our agreement:
You agree to immediately notify Superthread of any change in your billing address or the credit card used for payment of your Subscription Fees.
All amounts due under our agreement from you to Superthread shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any such deduction or withholding of any tax is required by law, you will notify Superthread and will pay any additional amounts necessary to ensure that the net amount that Superthread receives, after deduction and withholding, equal the amount Superthread would have received if no deduction or withholding had been required.
You acknowledge and agree that Superthread and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, our agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
Superthread confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of our agreement.
You may choose to submit comments, feedback, questions, or other information (“Feedback”) to Superthread. Superthread may freely use, copy and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
You grant to Superthread a royalty-free, worldwide, irrevocable licence for Subscription Term any logo or other trade mark used by you to identify your goods and services (“User Marks”) for the purposes of (i) providing the Services; and (ii) identifying you, on Superthread’s website and its sales and marketing materials, as Superthread’s customer. Any further use of the User Marks by Superthread shall be subject to your prior consent. Superthread acknowledges that all goodwill generated through Superthread’s use of any of the User Marks will accrue to your benefit and Superthread hereby assigns and will assign to you any and all goodwill generated through Superthread’s use of any of the User Marks, without payment or other consideration of any kind to Superthread.
You shall defend, indemnify and hold harmless Superthread against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your User Data or any use by you or Authorised Users of the Services in breach of our agreement.
Superthread may at any time update and change any part or all of our agreement (but not, for avoidance of doubt the Subscription Fees, except as set out in section 8.1). In the event of such a change, Superthread shall notify you of the change by email or by means of a message by means of the Services (“Change Notice”). The updated terms will become effective and binding on the next business day in the UK after such notification (“Immediate Change”), unless the Change Notice specifies that the change applies upon the commencement of the next Renewal Period (“Renewal Change”). If an Immediate Change operates to your material detriment, and you do not agree to such a change in the terms, you may terminate this agreement on notice in writing to be sent by you within 28 days after the date of the Change Notice. In the event of a Renewal Change, the change will apply from the commencement of the next Renewal Period.
Except as expressly and specifically provided in our agreement:
Nothing in our agreement excludes the liability of Superthread:
Subject to the above (section 13):
Our agreement shall, unless otherwise terminated as provided in this section 14, commence on the date of activation of your account and shall continue for the Initial Subscription Term and, thereafter, our agreement shall be automatically renewed for successive periods of the same duration as the Initial Subscription Term (each a Renewal Period), unless either you or Superthread notifies the other party of termination, in writing, before the end of the Initial Subscription Term or any Renewal Period (in which case our agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period) or it is otherwise terminated in accordance with the provisions of our agreement. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Either you or we may terminate this agreement in the event that the other commits any material breach of our agreement and (if the breach is capable of remedy) does not remedy it within 14 days of written notification of a requirement to do so.
All of your content will be inaccessible from the Services immediately upon cancellation of a free plan. Within a reasonable period of time, all of content created through the Services will be permanently deleted from all backups and logs. This information cannot be recovered once it has been permanently deleted. Upon cancellation by you of a paid plan, you will be provided with a free Subscription and your account and the data in it will remain active until cancellation of that free Subscription by you or us.
If you cancel the Services before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
On termination of our agreement for any reason your right to use the Services will immediately terminate and you shall immediately cease all use of the Services.
We will on termination or expiry of our agreement deactivate or delete of your account or your access to your account. You will be unable to access your User Data following termination of our agreement.
Superthread shall have no liability to you under our agreement if it is prevented from or delayed in performing its obligations under our agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Superthread or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
No failure or delay by Superthread to exercise any right or remedy provided under our agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Our agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into our agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in our agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in our agreement.
No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of our agreement except to the extent that Superthread otherwise agrees in writing. Except as stated in these Terms of Service, no variation of our agreement shall be binding unless expressly agreed in writing.
Superthread may at any time assign, novate, delegate, sub-license or sub-contract any of its rights or obligations under our agreement. You shall not sub-license, assign or transfer any or all of your rights and obligations under our agreement without the prior written consent of Superthread.
Our agreement does not confer any rights on any person or party (other than the parties to our agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Our agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with our agreement or its subject matter or formation (including non-contractual disputes or claims).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to writing or written includes e-mail or other durable electronic medium. 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.
The definitions and rules of interpretation in this section apply in our agreement.
You must not access, store, distribute or transmit any viruses or malware, or any material during the course of your use of the Services that:
You must not:
These Data Processing Terms form part of our agreement. In these Data Processing Terms:
(a) references to any applicable laws (including to the Data Protection Laws and each of them) and to terms defined in such applicable laws shall be replaced with or incorporate (as the case may be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such applicable law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such applicable laws, once in force and applicable;
(b) a reference to a law includes all subordinate legislation made under that law; and
(c) references to paragraph numbers are to paragraphs of these Data Processing Terms.
The parties agree that, for the Protected Data, you shall be the Data Controller and Superthread shall be the Data Processor.
Superthread shall process Protected Data in compliance with:
You shall comply with:
You warrant, represent and undertake, that all instructions given by you to Superthread in respect of Personal Data shall at all times be in accordance with Data Protection Laws; and
You shall not withhold, delay or condition your agreement to any change to our agreement, the Platform or the Services requested by Superthread in order to promote compliance with Data Protection Laws by the Services, the Platform, Superthread and any Sub-Processor.
Insofar as Superthread processes Protected Data on behalf of you, Superthread:
The processing of Protected Data to be carried out by Superthread under our agreement shall comprise the processing set out in the Data Processing Details below, as may be updated from time to time by agreement between the parties.
Superthread shall implement and maintain, at its cost and expense, the technical and organisational measures:
Any additional technical and organisational measures shall be at your cost and expense.
You provide general written authorisation to Superthread to engage Sub-Processors to perform the Services, including Google Cloud Services, Amazon Web Services. You shall be given the opportunity to object to any new Sub-Processor and state its grounds for doing so. You acknowledge that Sub-Processors are essential in order for Superthread to provide the Services and that objecting to the use of a Sub-Processor may prevent Superthread from continuing to provide the Services to you. In the event that Superthread is unable to adequately address those objections, either party may terminate our agreement upon notice without liability to the other. For the avoidance of doubt, in such circumstances Superthread shall not be obliged to refund any subscription charges paid by you.
Superthread shall ensure that all persons authorised by it to process Protected Data are subject to an obligation to keep the Protected Data confidential (except where disclosure is required in accordance with applicable law).
Superthread shall refer all Data Subject Requests it receives to you, provided that if the number of Data Subject Requests exceeds 5 per calendar month, you shall pay Superthread’s charges calculated on a time and materials basis at Superthread’s then current rates for recording and referring the Data Subject Requests in accordance with this paragraph.
From the GDPR Date, Superthread shall provide such reasonable assistance as you reasonably requires (taking into account the nature of processing and the information available to Superthread) to you in ensuring compliance with your obligations under Data Protection Laws with respect to:
provided you shall pay Superthread’s charges for providing the assistance described in this section, such charges to be calculated on a time and materials basis at Superthread’s then-current rates for professional services.
AWS Regions. The following applies in respect of processing by Amazon Web Services as a sub-processor of Superthread: you may specify the location(s) where User Data will be processed within the AWS Network, including the EU (Dublin) Region, the EU (Frankfurt) Region, the EU (London) Region and the EU (Paris) Region (each a “Region”). Once you have made your choice, AWS will not transfer User Data from the selected Region(s) except as necessary to provide the Services initiated by you, or as necessary to comply with the law or binding order of a governmental body. If the Standard Contractual Clauses apply, nothing in this Section varies or modifies the Standard Contractual Clauses.
Subject to the above paragraph, you agree that Superthread may transfer Protected Data to countries outside the United Kingdom or to any International Organisation(s) (an “International Recipient”), provided all transfers by Superthread of Protected Data to an International Recipient shall (to the extent required under Data Protection Laws) be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of our agreement shall constitute your instructions with respect to transfers in accordance with section 2.
Superthread shall maintain, in accordance with Data Protection Laws binding on Superthread, written records of all categories of processing activities carried out on behalf of you.
Superthread shall, in accordance with Data Protection Laws, contribute and allow for audits either by (at its option): (i) making available to you upon reasonable request interviews with Superthread personnel and documents, which you must treat confidentially under the confidentiality provisions of our agreement or under a non-disclosure agreement concluded between the Parties; or (ii) responding to a written security questionnaire submitted to it by you provided that you will not exercise this right more than once per year and will hold Superthread’s responses in confidence under the confidentiality provisions of our agreement.
In respect of any Personal Data Breach involving Protected Data, Superthread shall, without undue delay:
Superthread shall, at your written request, either delete or return all the Protected Data to you in such form as you reasonably request within a reasonable time after the earlier of:
and delete existing copies (unless storage of any data is required by applicable law and, if so, Superthread shall inform you of any such requirement).