Effective Date: 7 November 2024
Welcome to GoAutomate! These Terms of Service constitute a legal agreement between the Customer (meaning the individual or business entity subscribing to use the Application ) and the Provider, meaning Workflow Science Limited (trading as GoAutomate) of 29 Wood Street, Stratford-Upon-Avon, Warwickshire, CV37 6JG, United Kingdom, the owner and provider of the Application. These Terms outline the rights, responsibilities, and obligations of both you and us in connection with your use of our Application.
"Application" means the software applications made available by the Provider through Microsoft AppSource.
"Billing Period" means each month, or any other agreed recurring period, from the start of a Subscription.
"Confidential Information" means all information (whether written, oral or in electronic form) concerning the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party which is designated as confidential or which reasonably should be considered confidential given the nature of the information and the circumstances of disclosure.
"Content" means any information input by the Customer, or the Customer's users, into the Application.
"Subscription" means the right to access and use the Application in accordance with these Terms.
"Terms" means these Terms of Service.
"Website" means goautomate.io
2.1 The Provider grants the Customer a non-exclusive, non-transferable right to access and use the Application for the duration of the Subscription.
2.2 The Subscription operates on a rolling basis according to the Billing Period, automatically renewing each Billing Period until terminated by either party under these Terms.
2.3 The Customer may cancel the Subscription at any time under clause 11.1, which will take effect at the end of the then current Billing Period. If a subscription fee is payable, the Customer shall not be entitled to any refund in the event that a Subscription is terminated part way through a Billing Period.
2.4 The Subscription is intended for business purposes rather than for consumer use. Accordingly, the Customer confirms that it is entering into the Subscription in a business capacity and not for personal use.
3.1 Use of the Application or access to certain features may require payment of a subscription fee. Subscription fees are payable in advance according to the Billing Period. Payment of fees for the Subscription will be processed by a third-party provider, and the Customer may be required to accept that third party's terms and conditions in order to make such payments.
3.2 All fees are exclusive of any value added or sales taxes, which will be added to invoices where applicable.
3.3 Where the Provider offers a free trial period, any such free trial is limited to one per Customer per Application and will automatically terminate at the end of the specified period unless the Customer opts to enter into a paid subscription.
3.3 The continuation of a Subscription is conditional upon payment being made for that Subscription. If the payment fails for any reason, for example due to an expired payment method, then the Subscription associated with that payment will by terminated automatically. It is the Customer's responsibility to ensure that it has a valid payment method set up and adequate funds in place.
3.4 The Provider reserves the right to change the Subscription fees by giving at least 30 days' notice before any price change takes effect at the commencement of the next applicable Billing Period.
4.1 The Customer's Account Owner - defined as the individual who set up the Account on behalf of the Customer, may allow other of the Customer's users to access the Subscription. In such instances, the Customer remains responsible for the activities of all other users and for ensuring their compliance with these Terms.
4.2 The Customer shall:
a) use the Application in accordance with these Terms;
b) ensure that its users comply with these Terms;
c) provide accurate account, billing and contact information; and
d) comply with the Provider's applicable policies including the Fair Usage Policy.
5.1 All intellectual property rights in the Application remain the property of the Provider and the Customer's right is solely to use the Application for the duration of the Subscription.
5.2 The Customer shall not:
a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Application;
b) attempt to reverse compile, disassemble, or reverse engineer the Application;
c) access the Application to build a product or service which competes with the Application.
6.1 The Customer grants to the Provider a licence to use the Customer's Content as needed for the provision of the Subscription for the Term.
6.2 The Customer represents and warrants that:
a) it holds all necessary rights, licenses, and consents to provide, access, use, and share the Content; and
b) the Content, and the Provider's use of it, will not violate any applicable laws or infringe upon the rights of any third party, including intellectual property, privacy, or other legal rights. The Content must also not be unlawful, offensive, defamatory, obscene, or otherwise inappropriate.
6.3 the Provider accepts no responsibility and assumes no liability for the Customer's Content. The Customer is solely responsible for the Content and for any consequences arising from its submission, publication, or use within the Application. The Customer agrees to indemnify and hold the Provider harmless from any claims, losses, or liabilities related to the Content.
6.3 anonymised and/or aggregated analytics and other data relating to how the Customer, and its users, make use of and interact with the Application(s) shall not be considered to be part of the Customer's Content and shall be owned absolutely by the Provider.
7.1 Both parties shall comply with all applicable legal terms in respect of the processing of personal data including, as applicable, the UK Data Protection Act 2018, the UK GDPR and the EU GDPR.
7.2 When acting as a data controller or a joint data controller, i.e. when processing personal data for its own purposes such as client management, billing and marketing, the Provider shall process personal data according to its Privacy Policy as available on the Website.
7.3 When acting as a data processor, i.e. when processing personal data included in the Content, the Provider shall process the Customer's personal data only in accordance with the Data Processing Terms.
8.1 Each party (the "Receiving Party") undertakes that it shall:
a) keep confidential all Confidential Information of the other party (the "Disclosing Party");
b) not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with clauses 8.2 and 8.3; and
c) only use the Confidential Information for the purpose of performing its obligations under this Agreement.
8.2 The Receiving Party may disclose Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under this Agreement. The Receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information comply with this clause 8.
8.3 The Receiving Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction.
8.4 The obligations in this clause 8 shall not apply to any Confidential Information which:
a) is or becomes generally available to the public other than as a result of a breach of this clause;
b) was known to the Receiving Party before its disclosure by the Disclosing Party;
c) was independently developed by the Receiving Party without access to the Confidential Information; or
d) is received from a third party who lawfully acquired it and is under no obligation restricting its disclosure.
8.5 The provisions of this clause 8 shall continue to apply after termination of the Subscription for a period of 2 years.
9.1 The Provider warrants that:
a) it has the right to license the Application;
b) the Application will perform substantially in accordance with any documentation provided by the Provider.
9.2 Except as expressly stated in these Terms, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.1 Neither party excludes or limits liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; or
c) any other liability which cannot be excluded by law.
10.2 Subject to clause 9.1, the Provider's total liability arising under or in connection with these Terms shall be limited to the total Subscription fees paid by the Customer in the 12 months preceding the event giving rise to the claim. This limitation of liability is cumulative and shall not apply per claim or per incident.
10.3 Subject to clause 10.1, neither party shall be liable for:
a) loss of profits, business, or revenue;
b) loss of anticipated savings;
c) loss of or damage to data; and/or
d) any indirect or consequential loss.
11.1 Either party may terminate the Subscription at any time by giving notice to the other party. In the case of the Customer, the Customer may terminate a Subscription either via the Application or by cancelling the payment due for the next Billing Period of that Subscription. In either instance, the Subscription will terminate at the end of the then current Billing Period. The Customer shall not be entitled to any refund for any prepaid sums if it terminates part way through a Billing Period as termination will only take effect at the end of that Billing Period.
11.2 Termination of one Subscription does not have the effect of terminating all Subscriptions and, if the Customer has more than one Subscription, in respect of one or more Applications, each Subscription for each Application must be cancelled to terminate all Subscriptions. If payment is made of any Subscription for a further Billing Period then that Subscription will automatically renew for that subsequent Billing Period.
11.3 Upon termination, of a Subscription, the Application to which the Subscription related will be suspended. While the Customer can still open and access the data within a suspended Application, the Customer will not be able to process any further activities until the Subscription is resumed. The Provider shall be entitled to delete all data associated with a suspended Application 90 days after suspension takes effect.
11.4 The Provider may suspend or terminate the Subscription, and/or access to the Application, at any time in the event that:
a) the Customer breaches these Terms, including the Fair Usage Policy;
b) there is any alleged or actual security breach or misuse of the Customer's account credentials;
c) it is required to do so under any legal or regulatory requirement or process; or
d) it is required in order to protect the underlying platform and/or prevent harm or legal liability to the Provider or other customers.
11.5 Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination.
11.6 The Customer may delete the data associated with an individual Application and/or the Customer's entire account via the Application.
12.1 Neither party shall be in breach of these Terms or liable for delay in performing or failure to perform if such delay or failure results from events beyond its reasonable control. In respect of the provider this includes any failure by a key infrastructure provider, such as the Provider's hosting infrastructure provider or any failure of the Microsoft ecosystem.
13.1 These Terms constitute the entire agreement between the parties.
13.2 The Provider may update these Terms at any time on 30 days notice by posting such revised version on the Website. The revised Terms will take effect at the start of the Customers next Billing Period following expiry of that 30 day period.
13.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.4 No failure or delay by a party to exercise any right shall constitute a waiver of that right.
13.5 These Terms do not create any partnership or joint venture between the parties.
14.1 If you have a complaint or are unhappy then we would like to hear from you to see if we can resolve your complaint. Please contact us via the Application or via the Website.
14.2 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
14.3 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
"Controller" means the entity that determines the purposes and means of the Processing of Personal Data.
"Personal Data" means any information relating to an identified or identifiable natural person (‘Data Subject').
"Processing" means any operation performed on Personal Data, whether or not by automated means.
"UK GDPR" means the Data Protection Act 2018, the United Kingdom General Data Protection Regulation and the retained UK law version of the EU General Data Protection Regulation.
2.1 In respect of these Data Processing Terms, the Provider shall be the Processor and the Customer shall be the Controller in respect of the Content. In other contexts, the Provider may act as a Controller in respect of data it processes in relation to account management and a joint Controller in respect of certain information passed to it by Microsoft, collectively referred to as "Customer Information".
2.2 These Data Processing Terms govern the Processing of Personal Data by the Processor on behalf of the Controller. Where the Provider acts a Controller or a joint Controller then such processing is governed by the Provider's Privacy Policy on the Website.
3.1 The Processor shall:
a) Process Personal Data only on documented instructions from the Controller including where the Customer configures and uses the Application provided by the Provider, such configuration and use shall constitute documented instructions to the Processor for the processing of Personal Data, within the meaning of Article 28(3)(a) of the GDPR;
b) Ensure that any persons authorised to Process the Personal Data have committed themselves to confidentiality;
c) Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
d) Not engage another processor other than as permitted by these Data Processing Terms;
e) Provide reasonable assistance to the Controller in responding to requests from Data Subjects;
f) Provide reasonable assistance to the Controller in ensuring compliance with security, data breach notification, data protection impact assessment, and prior consultation obligations;
g) Delete or return all Personal Data to the Controller after the end of the provision of services;
h) Make available to the Controller all information reasonably necessary to demonstrate compliance with these obligations.
4.1 The Controller authorises the use of the sub-processors in the list below and gives the Processor general written authorisation to engage additional sub-processors in accordance with these Data Processing Terms.
4.2 The Processor may appoint a sub-processor to assist with processing personal data, by updating the list of sub-processors in these Data Processing Terms on the Website. The Controller shall be deemed to have received notice of such appointments upon the update. The Controller shall have 30 days from the posting of such update to object to the appointment of the new or replacement sub-processor and may terminate its account under clause 11 of the Terms.
4.3 Where the Processor engages another processor, it shall impose the same data protection obligations as set out in these Data Processing Terms.
5.1 The Processor shall not transfer Personal Data outside the UK unless it does so in accordance with UK GDPR, for example, by ensuring that a mechanism approved by the Information Commissioner's Office is used such as an International Data Transfer Agreement or the International Data Transfer Addendum to the European Commission's standard contractual clauses for international data transfers.
6.1 The Processor shall notify the Controller without undue delay after becoming aware of a Personal Data breach.
7.1 The Processor shall provide reasonable co-operation, at the Controller's cost, in respect of audits conducted by the Controller or another auditor mandated by the Controller on reasonable notice and provided that such audits take place no more than once in each 12 month period.
8.1 These Terms shall remain in effect for the duration of the Processing of Personal Data by the Processor on behalf of the Controller.
The Provider uses the following third-party companies ("sub-processors") to support the processing and management of Customer Content and Customer Information.
9.1 Customer Content
The following sub-processors are used for the processing and storage of Customer Content:
|
Third Party |
Purpose |
Requirement |
Regions |
|
Amazon Web Services, Inc. |
Hosting and processing of all Customer Content. |
Required |
EU (United Kingdom, Ireland) |
9.2 Customer Information
The following sub-processors assist with the processing of Customer Information for purposes such as support services, analytics, and related operations:
|
Third Party |
Purpose |
Requirement |
Regions |
|
Amazon Web Services, Inc. |
Hosting and processing of all Customer Information |
Required |
EU (United Kingdom, Ireland) |
|
JetBrains s.r.o. |
Operation of YouTrack Helpdesk services. Processes Customer Information, including names, email addresses, and information submitted in support tickets. |
Optional |
EU (Ireland) |
|
Bettermode Inc. |
Operation of community platform community.goautomate.io. Processes Customer Information, including names, email addresses, and content of community posts. |
Optional |
USA |
|
Stripe |
Subscription fee payment processing. |
Optional |
USA |
