End User Terms

Please read these terms carefully. By installing, accessing or using ImproveDesk, you agree to be bound by them. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation, and “you” means that organisation.

1. Parties and structure

1.1 These End User Terms (“Terms”) form a binding agreement between ITSM Ltd, a company registered in England and Wales under company number 17339600 whose registered office is at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF (“we”, “us”, “our”), and you, the customer identified in the applicable Atlassian Marketplace order (“you”, “your”).

1.2 The App is licensed to you by us, not by Atlassian. Atlassian is not a party to these Terms and has no obligation or liability to you in respect of the App.

1.3 The following documents are incorporated into these Terms by reference:

Document	Location
These End User Terms	https://improvedesk.itsm-ltd.com/legal/end-user-terms
Privacy Policy	https://improvedesk.itsm-ltd.com/legal/privacy-policy
Data Processing Agreement	https://improvedesk.itsm-ltd.com/legal/data-processing-agreement
Cloud Security Statement	https://improvedesk.itsm-ltd.com/legal/cloud-security-statement
Support and Maintenance Description	https://improvedesk.itsm-ltd.com/legal/support-and-maintenance

1.4 Where there is a conflict, the order of precedence is: (a) any signed order form or amendment between us; (b) the Data Processing Agreement; (c) these Terms; (d) the incorporated documents listed in clause 1.3.

1.5 These Terms are in addition to, and do not replace, your agreement with Atlassian for the underlying Atlassian product. Nothing in these Terms modifies the Atlassian Cloud Terms of Service or the Atlassian Marketplace Terms of Use.

2. Definitions

“App” means ImproveDesk, including its Forge modules, documentation and any updates we make available. “Atlassian” means Atlassian Pty Ltd, Atlassian Corporation and their affiliates. “Forge” means the Atlassian Forge application platform on which the App runs. “Your Data” means data originating from your Atlassian site that the App reads, writes or stores, together with configuration data you enter into the App. “Subscription Term” means the period for which you hold a valid licence to the App, as recorded by Atlassian.

3. Licence grant

3.1 Subject to your payment of applicable fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to install and use the App on the Atlassian site(s) covered by your licence, for your internal business purposes, for the number of users your licence tier permits.

3.2 Evaluation and trial licences issued through the Atlassian Marketplace are granted on the same basis but are provided without charge and without warranty, and may be withdrawn at any time. Support during an evaluation or trial is provided on a reasonable-endeavours basis only, without response-time targets, as set out in the Support and Maintenance Description.

3.3 We reserve all rights not expressly granted. The App is licensed, not sold. We and our licensors retain all intellectual property rights in the App.

4. Restrictions

You must not, and must not permit any person to:

• (a) copy, modify, translate or create derivative works of the App;
• (b) reverse engineer, decompile or disassemble the App, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;
• (c) rent, lease, lend, resell, sublicense, distribute or provide the App as a service bureau or on a time-share basis to any third party;
• (d) remove, obscure or alter any proprietary notice;
• (e) circumvent, disable or interfere with any security, licensing, metering or access-control feature of the App or of the Atlassian platform;
• (f) use the App to store or transmit unlawful, infringing or malicious material, or in breach of any applicable law or of the Atlassian Acceptable Use Policy;
• (g) use the App in a manner that imposes an unreasonable or disproportionate load on the Forge platform, or that is designed to defeat platform quotas or rate limits;
• (h) benchmark or publish performance results relating to the App without our prior written consent; or
• (i) use the App to develop a competing product.

5. Platform limits, quotas and availability

5.1 Forge quotas and limits. The App runs on the Atlassian Forge platform and is subject to platform quotas and limits set by Atlassian, including limits on function invocation time, memory, payload size, storage volume, storage operation rates and event throughput. These limits are set and varied by Atlassian, not by us.

5.2 Atlassian Platform rate limits. The App’s interactions with Jira, Confluence and other Atlassian products are subject to Atlassian’s REST API rate limits and, where applicable, per-app rate limits.

5.3 Effect on your use. Where a Forge quota or an Atlassian rate limit is reached, the App may operate more slowly, defer or retry operations, queue work, return an error, or temporarily decline to perform a requested operation. Large data volumes, bulk operations, high concurrency or high event rates make this more likely. You acknowledge that these behaviours arise from the Atlassian platform and that we cannot vary Atlassian’s quotas or limits. We will design the App to degrade gracefully and to surface meaningful messages where a limit is reached, and we will use reasonable endeavours to work within published limits, but we do not warrant uninterrupted operation and we are not liable for the consequences of Atlassian platform limits.

5.4 Platform dependency. Availability of the App depends entirely on the availability of the Atlassian Cloud and the Forge platform. We do not offer an availability service level for the App and give no uptime commitment. Atlassian’s own service commitments, where applicable to you, are made by Atlassian under your agreement with Atlassian.

5.5 Platform change. Atlassian may change, deprecate or withdraw Forge platform capabilities, APIs, modules or storage services at its discretion. Where such a change materially affects the App, we will notify you as set out in section 9.8 of the Support and Maintenance Description.

6. Fees, payment and refunds

6.1 Where the App is a Paid via Atlassian app, Atlassian is the merchant of record. Atlassian sets and collects the fees, issues invoices, administers renewals, and applies its own policies on trials, grace periods, tax and refunds. We do not process your payments and do not hold your payment card details.

6.2 Refunds and credits are administered by Atlassian in accordance with Atlassian’s refund policy, including its standard 30-day window for eligible purchases, and are granted at Atlassian’s discretion. Requests should be directed to Atlassian, not to us.

6.3 Nothing in these Terms conflicts with, or purports to override, Atlassian’s licensing mechanisms — including trial licences, grace periods, licence tiers, renewal handling and enforcement of licence status. Where these Terms and an Atlassian licensing policy differ in respect of a Paid via Atlassian transaction, the Atlassian policy prevails.

6.4 Where the App is licensed directly by us outside the Atlassian Marketplace, payment terms are 30 days from the date of invoice, and we may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998.

7. Your data and data protection

7.1 As between you and us, you own Your Data and are responsible for its accuracy, legality and for having the necessary rights and lawful bases to process it.

7.2 The App is hosted entirely on Atlassian Forge. Your Data is stored in Forge hosted storage within Atlassian’s infrastructure and inherits your Atlassian data residency settings. The App declares no external egress domains and does not transmit Your Data to us or to any third party. We have no routine access to Your Data.

7.3 Where we process personal data on your behalf, we do so as processor and you as controller, on the terms of the Data Processing Agreement at https://improvedesk.itsm-ltd.com/legal/data-processing-agreement, which forms part of these Terms. Our handling of personal data is further described in the Privacy Policy.

7.4 You are responsible for administering user access to your Atlassian site and to the App, and for configuring permissions appropriately.

7.5 On termination. When the App is uninstalled, Forge app data is deleted by Atlassian in accordance with its platform processes. We hold no copy of Your Data and therefore cannot restore it. If you require an export of App data, you must take it before uninstalling. Where the App has been configured to publish status onto your Jira issues, the property it wrote to each issue remains on that issue after uninstallation, as part of your own Jira data. Turning publishing off before you uninstall removes it.

8. Support and maintenance

8.1 We provide support in accordance with the Support and Maintenance Description at https://improvedesk.itsm-ltd.com/legal/support-and-maintenance. In summary, support is provided by email only, between 09:00 and 17:00 UK time on UK business days.

8.2 Support is available only in respect of the App, only to customers holding a current licence, and only for supported versions. Response-time targets apply to paid licences only; see clause 3.2 for evaluation and trial licences.

8.3 We may release updates to the App. Minor updates deploy automatically across the Forge platform; major updates, and any update that adds a permission scope, require approval by your Atlassian site administrator. Release cadence, supported versions, notice of breaking changes and end-of-life notice are set out in sections 9 of the Support and Maintenance Description, which we will comply with.

9. Warranties

9.1 We warrant that we have the right to grant the licence in clause 3, and that we will provide support with reasonable skill and care.

9.2 We warrant that the App will perform materially in accordance with its published documentation. Your exclusive remedy for breach of this warranty is that we will, at our option, correct the defect or terminate the licence and support a pro-rata refund request to Atlassian for the unused portion of your Subscription Term.

9.3 Except as expressly stated in these Terms, the App is provided “as is” and we exclude all other warranties, conditions and representations, whether express or implied by statute, common law or otherwise, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law. We do not warrant that the App will be uninterrupted, error-free, or that it will meet your particular requirements.

9.4 The App is not designed or licensed for use in high-risk environments in which failure could lead to death, personal injury or severe environmental damage.

10. Indemnity

10.1 We will defend you against any third-party claim that the App, used in accordance with these Terms, infringes that party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement, provided you notify us promptly, give us sole conduct of the defence and provide reasonable assistance.

10.2 This indemnity does not apply to claims arising from: your data or content; modification of the App by anyone other than us; combination of the App with anything not supplied by us where the claim would not have arisen otherwise; use after we have notified you to stop; or use of a free, trial or evaluation licence.

10.3 If a claim arises or is likely, we may at our option procure the right for you to continue using the App, modify or replace it so it is non-infringing, or terminate the licence and support a pro-rata refund request. This clause states our entire liability for intellectual property infringement.

11. Limitation of liability

11.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising.

11.3 Subject to clauses 11.1 and 11.2, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you paid for the App in the 12 months immediately preceding the event giving rise to the claim. Where the App was supplied free of charge or under a trial or evaluation licence, our total aggregate liability is limited to £100.

11.4 We are not liable for any failure, delay, degradation, data loss or unavailability caused by the Atlassian Cloud, the Forge platform, Atlassian platform quotas or rate limits, or any act or omission of Atlassian.

11.5 You acknowledge that these limitations are reasonable given the fees charged and the allocation of risk between us.

12. Term, changes and termination

12.1 These Terms take effect when you first install or use the App and continue for the duration of your Subscription Term.

12.2 Changes to these Terms. We may amend these Terms. We will publish the amended version and update the effective date. Where a change materially reduces your rights or increases your obligations, we will give at least 30 days’ notice before it takes effect, and the change will not apply retrospectively or materially reduce our obligations during your then-current Subscription Term. Continued use after the notice period constitutes acceptance.

12.3 Termination by you. You may terminate at any time by uninstalling the App. Fees already paid to Atlassian are refundable only under Atlassian’s refund policy.

12.4 Termination by us. We may suspend or terminate the licence immediately on written notice if you materially breach these Terms and, where the breach is capable of remedy, fail to remedy it within 14 days of notice; or immediately if you become insolvent or cease trading.

12.5 End of life. We may discontinue the App on 90 days’ written notice to the technical contact recorded on your licence. Where the App is discontinued during a paid Subscription Term, we will support a pro-rata refund request to Atlassian for the unused portion.

12.6 Effect of termination. On termination you must cease use and uninstall the App. Clauses 4, 7.5, 9.3, 10, 11, 13 and 14 survive.

13. General

13.1 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of substantially all our assets.

13.2 Publicity. We will not use your name or logo as a reference without your prior written consent.

13.3 Notices. Notices to us must be sent to support@itsm-ltd.com. Notices to you will be sent to the technical or billing contact recorded on your Atlassian licence.

13.4 Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.

13.5 Entire agreement. These Terms and the incorporated documents constitute the entire agreement between us in respect of the App and supersede all prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.

13.6 Third-party rights. No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms, save that Atlassian may enforce clause 1.2.

13.7 Severance. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force.

13.8 Waiver. No failure or delay in exercising a right constitutes a waiver of it.

13.9 Export and sanctions. You must comply with all applicable export control and sanctions laws, and confirm you are not located in, or acting on behalf of a person in, a sanctioned territory.

14. Governing law and jurisdiction

14.1 These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of England and Wales.

14.2 The courts of England and Wales have exclusive jurisdiction, save that either party may seek injunctive relief in any court of competent jurisdiction.

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Published in accordance with the Atlassian Marketplace Partner Agreement. Read alongside the Privacy Policy, Cloud Security Statement and Support and Maintenance Description for ImproveDesk.