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End User License Agreement (EULA)

Teams Work Ltd – Date of issue: 06 February 2025

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IMPORTANT: THESE TERMS AND CONDITIONS CONTAIN EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY.

This Agreement is between you and Teams Work Ltd. If you are accepting this Agreement on behalf of your company, then “Customer,” “Licensee,” “your,” or “you” refers to your company, and you are binding your company to this Agreement. Teams Work may modify this Agreement periodically, subject to the terms in the “Changes to this Agreement” section below.

Terms specific to certain Teams Work Products may be defined in an annex or appendix to this EULA. These appendices or annexes will incorporate the terms of this EULA, and their terms will take precedence over the terms outlined in this EULA.

By clicking on the “I agree” (or similar button) at the time of your Order, or by ordering, using, or accessing Teams Work Products (as defined below), you indicate your agreement to be bound by the terms of this Agreement and any document referenced herein. If you do not agree to the terms of this Agreement, you may not install, copy, download, or otherwise use the software.

1. Definitions

Affiliate: An entity that, directly or indirectly, owns, controls, is owned by, or is under common ownership or control with a party. “Control” refers to the power to direct the management or affairs of an entity, and “ownership” means having beneficial ownership of 50% or more of the voting equity securities or equivalent voting interests of the entity, or the maximum amount permitted under applicable law if 50% is not allowed.

Licensed Content: A range of digital content and media, such as images, audio, and video, provided by Teams Work and other content providers for use in our Products.

Definitions for Products, Software, and Hosted Services are provided below in section 3.

2. Scope of the Agreement

This Agreement governs your downloads, initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement applies to Teams Work Products that you purchase or access from channels which include, without limitation:

3. Types of Teams Work Products

This Agreement covers Teams Work’s commercially available software products and services (“Software”), including those that are downloadable, as well as cloud-based products and services (“Hosted Services”). It also applies to any related support or maintenance services provided by Teams Work.

Both Software and Hosted Services (as detailed below) are collectively referred to as “Products.”

Please note that some elements of Software may be available through Hosted Services and vice versa. In such cases, all relevant terms in this Agreement will still apply to those elements.

3.1 Software

Software includes products that can be fully downloaded or have downloadable components or applications. It also encompasses computer software and source code, as well as associated media, icons, images, text files, PDFs, and other static non-code assets contained within any form of software, printed materials, online and electronic documentation, and internet-based services.

In the Atlassian context, Software includes (without limitation) various categories of Teams Work products (including add-ons) for Atlassian’s Data Center applications, available under a subscription license.

3.2 Hosted Services

Hosted Services consist of products and services that are commercially available via a cloud-based platform (or SaaS mechanism). In the Atlassian context, this includes Cloud variants of products available through Atlassian Cloud platforms.

4. Orders

“Order” refers to an online order form, invoice, or other ordering document provided by Teams Work or a third-party partner or marketplace (such as Atlassian’s Marketplace) that details the Products, licenses, and services you are purchasing. It may also specify the permitted scope of use for these items.

An Order typically includes: (i) a description of the Products, (ii) the number of Authorized Users, Subscription Term or License Term, any associated domain(s), and other usage parameters, (iii) for paid Orders, details such as the charge amount or rate, billing and renewal terms, applicable currency, and payment method.

Additionally, Orders may describe extra services like support and No-Charge Products.

5. Account Registration

5.1 You may need to register for one or more of the following, so that you may place Orders, or access or receive any Products:

6. Authorized Users, Integrated Partner’s EULAs, and third party services terms

Unless otherwise agreed in writing with us, only the individuals for whom you have paid the necessary fees and who are designated through the applicable Product (“Authorized Users”) may access and use the Products. Authorized Users may include yourself, your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties acting on your behalf. You are responsible for paying the appropriate fee for any additional Authorized Users and ensuring that all Authorized Users comply with this Agreement. All use of the Products by you and your Authorized Users must fall within the agreed scope and be solely for the benefit of you or your Affiliates.

6.1 Integrated Partner Terms

Certain Products may be add-ons or otherwise deeply integrated with third-party applications and platforms (“Integrated Partners”), such as Atlassian or Slack. For these Products, the number, rights, and scope of Authorized Users must not exceed or conflict with the terms outlined in the Integrated Partner’s EULA or other applicable terms and conditions. This Agreement will be limited, as needed, to align with the Integrated Partner’s EULA or terms and conditions.

6.2 Third-Party Service Terms

Products may include features that integrate with third-party services, as outlined in our Privacy Policy and DPA. The terms of this Agreement will be adjusted, as necessary, to ensure consistency with the EULA or terms and conditions of these third-party service providers.

7. Software Terms

The following terms, unless otherwise stated, apply to Software (and not Hosting Services).

7.1 Your License Rights

7.2 Number of Instances

Unless otherwise stated in your Order, each Software license allows for one production instance on your systems (or those of your service providers, for which you remain responsible).

7.3 Attribution

7.4 Evaluation Licenses

Refer to the section on No-Charge Products for details.

7.5 System Requirements

You must ensure your systems meet the necessary hardware, software, and other requirements for the Software. It’s your responsibility to check that your systems are suitable for the Software you use.

7.6 Private Blockchain Functionality

7.6.1 The Software may include a private blockchain mechanism for storing audit data. This process may require additional computational resources.

7.6.2 No audit data is sent to any public or third-party blockchain and retained within the instance. All blockchain functionality is self-contained and designed to make tampering more difficult.

7.6.3 You acknowledge that any modification to historical audit entries beyond the Software, even if performed by qualified personnel, will be detectable and will create an immutable record of such changes, potentially affecting the entire audit chain.

7.6.4 Teams Work Ltd makes no representation that the private blockchain is fully immune to tampering, nor that it guarantees absolute data immutability. This mechanism relies on generating unique digital identifiers (e.g., a nonce and a matching hash) for each record, thus binding new records to all previous ones. Any attempt to alter a past record requires recalculating the hashes for all subsequent records, creating significant computational complexity. While the increasing number of audits strengthens confidence in the chain’s integrity, it does not eliminate the possibility of tampering entirely. By using the system, you acknowledge and accept that, although robust, the private blockchain may still be vulnerable to highly complex or advanced modification attempts.

7.6.5 Alterations to Historical Data

7.6.6 Disaster Recovery and Data Loss

8. Responsibility for Your Data

8.1 We retain none of your data. Your data is your responsibility — ensure it complies with local laws and standards.

9. Support and Maintenance

Teams Work will offer Support and Maintenance for the Products as described, but only for the period covered by your payment. You need to give Teams Work reasonable access to your materials, systems, personnel, or other resources, including your instances of the Software, as needed for them to provide Support and Maintenance.

10. Financial Terms

10.1 Atlassian Apps Delivery and Payment

We will send you license keys (for Software) or login instructions (for Hosted Services) to the email addresses listed in your Order once we’ve received your payment. All deliveries will be electronic. You’re responsible for installing any Software, and neither Teams Work nor Atlassian will have further delivery obligations after providing the license keys. License keys will be delivered by Atlassian through the Atlassian Marketplace for Teams Work unless otherwise arranged.

You can request a refund or an exchange/upgrade for your commercial or academic server license within 30 days of purchase, or as specified in your Order. After 30 days, upgrades will follow standard pricing, and refunds or exchanges won’t be available.

When you make payments, you understand that you’re not relying on the availability of Products beyond the current License or Subscription Term, or on future upgrades or features. If you add Authorized Users during your License or Subscription Term, you’ll be billed for them in the next billing cycle at the current rates. You agree that the Atlassian Marketplace may charge your credit card for renewals, additional users, and any unpaid fees.

11. Taxes

Your payments under this Agreement do not include any taxes or duties that might apply in the location where the payment is made or received. If any taxes or duties are due, you must pay these amounts to Teams Work on top of any fees you owe. However, if you have a tax or duty exemption, you can provide proof of this to Teams Work. We will then make reasonable efforts to issue the necessary invoices so you can try to get a refund or credit from the relevant tax authority if one is available.

12. Malicious Use

12.1 You must not use the Products for any harmful purposes. Harmful purposes include, but are not limited to:

You must protect and compensate Teams Work for any claims, damages, or costs resulting from your use of the Products for harmful purposes.

If Teams Work believes, reasonably and at its sole discretion, that you are using the Products for harmful purposes, we can immediately suspend or terminate your access. No refund will be provided in such cases.

13. No-Charge Products and Beta Versions

We may, at our discretion, offer certain Products for free or with limited functionality, such as free accounts, for evaluation, trial use, or access to Beta Versions (“No-Charge Products”). Your use of No-Charge Products is governed by this EULA and any additional terms we provide, and is only allowed for the period we specify (or 30 days if not specified).

No-Charge Products might not have full functionality. If a No-Charge Product is provided for evaluation, it is only for the Evaluation Period, during which you can use the Product with limited temporary access. After the Evaluation Period ends, the Product will stop working, and you must delete all copies. If not specified, the Evaluation Period is 30 days.

You cannot use No-Charge Products for competitive analysis or similar activities. We may terminate your use of No-Charge Products at any time for any reason without liability. Beta Versions, which are still in development, may have more errors and are not guaranteed to be released as full products. We might charge for access to Beta Versions, but they will still be subject to the terms for No-Charge Products. All information about Beta Versions is confidential. We disclaim all obligations related to No-Charge Products, including support, warranties, and indemnities.

14. Restrictions

14.1 Except as allowed in this Agreement, you must not:

14.2 If we ask, you agree to provide a signed statement confirming that you are using the Products according to this Agreement.

14.3 You also agree to cover any costs (including legal fees), claims, and damages that come from breaking these rules.

14.4 License Manipulation

14.5 Enforcement for Manipulation

14.5.1 If we detect license manipulation or misuse, we may immediately suspend or terminate your access in accordance with Section 17 (Term and Termination), without refund.

15. Ownership and Feedback

Products are provided to you under a limited license or access, and you do not own them, regardless of terms like “purchase” or “sale.” Teams Work and its licensors retain all rights, including intellectual property rights, in the Products (including No-Charge Products) and any related technology.

If you send us comments, questions, ideas, or other feedback (“Feedback”), Teams Work can use, copy, share, license, and exploit that Feedback freely, without any obligation to you. Your Feedback will not be treated as confidential, and Teams Work can use and develop products based on your Feedback or independently.

16. Confidentiality

16.1 Except as stated otherwise in this Agreement, both parties agree that any code, inventions, business details, technical data, or financial information shared by one party (“Disclosing Party”) with the other party (“Receiving Party”) is confidential (“Confidential Information”). The Receiving Party must keep this information confidential and not use or share it without permission.

16.2 The Receiving Party’s obligation to keep information confidential does not apply if the information can be shown to:

16.3 The Receiving Party understands that unauthorized disclosure of Confidential Information could cause significant harm. Therefore, the Disclosing Party is entitled to seek legal remedies, including equitable relief.

16.4 Both parties can disclose Confidential Information if required by law. If this happens, the Receiving Party will make reasonable efforts to notify the Disclosing Party as soon as legally possible.

17. Term and Termination

Either party can end this Agreement before the end of the Term if the other party significantly breaks any terms of this Agreement, including failing to pay, provided:

Either party can also terminate the Agreement if the other party stops operating, goes bankrupt, or cannot meet its financial obligations.

Either party may end the Agreement at any time for convenience with 30 days’ written notice. However, if you end it for convenience, you won’t get any credits or refunds for unused Software, and any unpaid fees before termination are still due.

After termination, you and your Authorised Users must stop using or accessing the Products, delete all copies from your systems, and provide written confirmation, though you can keep minimal copies for legal reasons.

18. Warranty and Disclaimer

18.1 Authority to Enter Agreement

Each party confirms that they have the legal authority to enter into this Agreement.

18.2 Disclaimer of Warranties

All Products are provided “as is.” Teams Work and its suppliers do not offer any warranties or guarantees, including fitness for a specific purpose, functionality, merchantability, reliability, timeliness, quality, or accuracy of the Products.

18.3 Virus Warranty

Teams Work will make reasonable efforts to ensure that the Software is free of viruses, malware, or harmful code when provided to you. If the Software breaches this warranty, your sole remedy is either (i) a replacement copy of the Software or (ii) a refund of the purchase price, at Teams Work’s choice.

19. Limitation of Liability and Exclusion of Consequential Loss

19.1 Limitation of Liability

Neither party (nor its suppliers) will be liable for any indirect, special, incidental, or consequential damages, including loss of profits, data, or business interruption, even if warned in advance.

19.2 Caps on Liability

The total liability of either party will not exceed the amount you actually paid for Products and support in the 12 months before the claim. For No-Charge Products, our maximum liability is USD $30.

19.3 Exceptions

The limits on liability do not apply to amounts owed under Orders, indemnification obligations, breach of usage restrictions, or liability that cannot be excluded by law.

20. Intellectual Property

Teams Work’s liability for infringing third-party intellectual property rights is capped at USD $1,000,000. Teams Work is not liable for such infringement if: the Product has been modified by anyone other than Teams Work; the Product is used with any non-Teams Work product causing infringement; or the claim arises from Your Data or unauthorized use.

21. Improving Our Products

21.1 Usage Analytics

22. Dispute Resolution

22.1 Dispute Resolution; Arbitration

In the event of any controversy or claim arising out of or relating to this Agreement, the parties shall attempt to reach a solution through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation procedure. No party may commence court or arbitration proceedings until it has attempted mediation. If the parties do not reach settlement within 60 days, arbitration proceedings may commence only in London, England. The laws of England and Wales apply.

22.2 Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of England and Wales and shall be submitted to the exclusive jurisdiction of the English courts.

22.3 Injunctive Relief

Nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations.

22.4 Exclusion of UN Convention and UCITA

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. UCITA shall not apply to this Agreement regardless of when or where adopted.

23. Export Restrictions

You agree not to export, re-export, or provide Products in violation of any applicable Export Laws or to any country or person under Sanctions.

24. Changes to this Agreement

We may update or change this Agreement from time to time. By continuing to use the Products, you agree to the updated terms. It is your responsibility to review these changes.

25. General Provisions

25.1 Notices

Notices under this Agreement must be in writing. You can send us notices by mail to: FAO Teams Work Ltd, Unit 884 Moat House, 54 Bloomfield Avenue, Belfast, United Kingdom, BT5 5AD.

25.2 Force Majeure

Neither party is responsible for delays or failures caused by unforeseen events beyond their control, including strikes, wars, natural disasters, epidemics, or government actions.

25.3 Entire Agreement

This Agreement is the complete agreement between you and Teams Work about the Products. It replaces all previous communications and agreements.

25.4 Waiver

If either party doesn’t enforce their rights immediately, it doesn’t mean they’ve waived those rights.

25.5 Interpretation

The parties are independent and not partners or agents of each other.

25.6 Contact Us

If you have questions about this document or data handling, email us at help@teams-work.co.uk.