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Terms of Service

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 contact@superthread.com.

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.

1. Usage of the Services

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.

2. Subscriptions, Upgrades and Downgrades

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.

3. Disclaimers

You acknowledge that:

  1. Superthread makes no representation or warranty that the Services will be available error-free or uninterrupted;
  2. Superthread has no responsibility for maintaining any Integration;
  3. the technical processing and transmission of the Services, including User Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
  4. the Services have not been developed for your own specific purposes and that the information or results obtained by you through the Services will meet your particular requirements.

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.

4. User Data

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.

5. Integrations

You acknowledge that the Services may enable or assist you to access the content of, or correspond with, any Integrations and that you do so solely at your own risk. Superthread makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Integration, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any Integration is between you and the Integration, and not Superthread. Superthread recommends that you refer to the Integration's website terms and conditions and privacy policy prior to using the Integration. Superthread does not endorse or approve any Integration nor the products, service or content of any Integration. Superthread shall have no obligation to maintain any Integration throughout the term of our agreement and may discontinue any Integration at any time.

6. Superthread's obligations

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.

7. Your obligations

You shall:

  1. without affecting your other obligations under our agreement, comply with all applicable laws and regulations with respect to your activities under our agreement;
  2. ensure that the Authorised Users use the Services in accordance with the terms and conditions of our agreement and shall be responsible for any Authorised User's breach of our agreement;
  3. obtain and shall maintain all necessary licences, consents, and permissions necessary for Superthread, and your contractors and agents to perform their obligations under our agreement, including without limitation the Services.

8. Charges and payment

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:

  1. are, subject to section 13, non-cancellable and non-refundable;
  2. are exclusive of any value added tax, which to the extent applicable shall be added to Superthread's invoice(s) at the appropriate rate. 

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.

9. Proprietary rights

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.

10. Identifying you as a user of Superthread

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. 

11. Indemnity

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.

12. Changes

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.

13. Limitation of Liability

Except as expressly and specifically provided in our agreement:

  1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our agreement; and
  2. the Services are provided to you on an "as is" basis.

Nothing in our agreement excludes the liability of Superthread:

  1. for death or personal injury caused by Superthread's negligence; or
  2. for fraud or fraudulent misrepresentation. 

Subject to the above (section 13):

  1. Superthread shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under our agreement; and
  2. Except in relation to free Subscriptions and Beta Services, Superthread's total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement shall be limited to the greater of £100.00 (one hundred pounds sterling) and the total Subscription Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose; and
  3. In relation to free Subscriptions and any Beta Services, Superthread's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of our agreement shall be limited to £100 (one hundred pounds sterling).

14. Term and termination

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.

15. Other Important Terms

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).

16. Interpretation

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.

  1. Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the Services.
  2. Back-up Policy: Superthread’s standard schedule for backing up User Data from time to time to ensure we have redundancy and recovery capabilities within our Platform.
  3. Beta Services: any pre-release and beta features within the Services, that Superthread makes available to users in a manner clearly identified with a ‘Beta’ designation.
  4. Data Protection Laws: means as applicable:
  5. in the United Kingdom:
  6. the Data Protection Act 2018; and
  7. the GDPR, and/or any corresponding or equivalent national laws or regulations;
  8. any laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time (whether or not before or after the date of our agreement);
  9. Integration: a service provided to you by a third party, in respect of which the Services facilitate a connection or exchange of data by you.
  10. Initial Subscription Term: the period specified as the subscription period (being one month or 12 months) when you accepted these Terms starting on the activation by us of your access to the Services.
  11. Personal Data: has the meaning ascribed to in Data Protection Laws.
  12. Platform: Superthread’s online platform application by means of which the Services are provided.
  13. Service Description: means the description of the Services available at superthread.com
  14. Services: the subscription services provided by Superthread to you under our agreement via superthread.com or any other website notified to you by Superthread from time to time.
  15. Subscription: the subscription purchased by you pursuant to section 8.1 which entitle Authorised Users to access and use the Services in accordance with our agreement, including the User Subscriptions.
  16. Subscription Fees: the subscription fees payable by you to Superthread for the Subscription, as set out from time to time on the Superthread website.
  17. Subscription Term: has the meaning given in section 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  18. Usage Data: Superthread’s analytics, collected automatically by means of the Services, on User Data types and usage, how Authorised Users use the Services, as well as the performance of the Services and the Platform. 
  19. User Data: all data (i) inputted by you or Authorised Users, or (ii) imported by you into Superthread by means of an Integration, for the purpose of using the Services or facilitating your use of the Services. 
  20. User Subscriptions: the number of Authorised Users permitted to use the Services as set out in respect of your Subscription from time to time on the Superthread website.


17. Superthread Acceptable Use Policy

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:

  1. contains any information relating to an identified or identifiable natural person;
  2. impairs or attempts to impair security, integrity or availability of the Services, including their use by any other customer of Superthread;
  3. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  4. facilitates illegal activity;
  5. depicts sexually explicit images;
  6. promotes unlawful violence;
  7. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
  8. is otherwise illegal or causes damage or injury to any person or property;
  9. infringes any person’s intellectual property rights;
  10. contains branding of any commercial organisation other than your own;
  11. impersonates any business or entity;
  12. incorporates materials from a third-party web site (other than with the authority of the owner of the rights to those materials).


You must not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement us and you and except to the extent expressly permitted under this agreement:
  2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
  3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
  4. use or attempt to use the Services to breach or otherwise circumvent any security or authentication measures, or interfere with or disrupt any user, host or network associated with the Services; or
  5. access all or any part of the Services in order to build a product or service which competes with the Services; or
  6. use the Services to provide services to third parties; or
  7. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
  8. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under our agreement; or
  9. introduce or permit the introduction of, any Virus or Vulnerability into Superthread's network and information systems. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components of the Platform that when exploited, results in a negative impact to the confidentiality, integrity, or availability.


DATA PROCESSING TERMS

Definitions

These Data Processing Terms form part of our agreement. In these Data Processing Terms:

  1. Appropriate Safeguards: means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
  2. Data Controller: has the meaning given to that term (or to the term “controller”) in Data Protection Laws;
  3. Data Processor: has the meaning given to that term (or to the term “processor”) in Data Protection Laws;
  4. Data Subject: has the meaning given to that term in Data Protection Laws;
  5. Data Subject Request: means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws; 
  6. GDPR: means the General Data Protection Regulation (EU) 2016/679;
  7. International Organisation: means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries;
  8. International Recipient: has the meaning given to that term in section 6;
  9. Personal Data: has the meaning given to that term in Data Protection Laws;
  10. Personal Data Breach: means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;
  11. Processing: has the meanings given to that term in Data Protection Laws (and related terms such as process have corresponding meanings);
  12. Processing Instructions: has the meaning given to that term in section 2;
  13. Protected Data: means Personal Data received from or on behalf of You to the extent that it is processed by Superthread on Your behalf in connection with the performance of Superthread’s obligations under our agreement;
  14. Services: means the Services as defined under our agreement.
  15. Sub-processor: means another Data Processor engaged by Superthread for carrying out processing activities in respect of the Protected Data on behalf of You;
  16. Superthread: means Superthread IO Ltd.
  17. Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.

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.

1. Data Processor and Data Controller

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: 

  1. the obligations of Data Processors under Data Protection Laws in respect of the performance of its obligations under our agreement; and
  2. the terms of our agreement. 

You shall comply with: 

  1. all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of its respective rights and obligations under our agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and 
  2. the terms of our agreement. 

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.

2. Instructions and details of processing

Insofar as Superthread processes Protected Data on behalf of you, Superthread:

  1. unless required to do otherwise by applicable law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with your documented instructions as set out in this paragraph 2 and the Data Processing Details below, as updated from time to time in accordance by agreement between the parties (“Processing Instructions”);
  2. if applicable law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify you of any such requirement before processing the Protected Data (unless applicable law prohibits such information on important grounds of public interest); and
  3. shall inform you if Superthread becomes aware of a Processing Instruction that, in Superthread’s opinion, infringes Data Protection Laws, provided that this shall be without prejudice to the terms described in section 1.

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.

3. Technical and organisational measures

Superthread shall implement and maintain, at its cost and expense, the technical and organisational measures:

  1. in relation to the processing of Protected Data by Superthread, as set out in the Data Processing Details below; and
  2. taking into account the nature of the processing, to assist you insofar as is possible in the fulfilment of your obligations to respond to Data Subject Requests relating to Protected Data.

Any additional technical and organisational measures shall be at your cost and expense.

4. Using staff and other processors

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: 

  1. appoint each Sub-Processor under a written contract substantially on the standard terms of business of that Sub-Processor, or containing materially the same obligations as under these Data Processing Terms, that is enforceable by Superthread; and
  2. remain fully liable for all the acts and omissions of each Sub-Processor which constitutes a breach of these terms as if they were its own.

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).

5. Assistance with Your compliance and Data Subject rights

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:

  1. security of processing;
  2. data protection impact assessments (as such term is defined in Data Protection Laws);
  3. prior consultation with a Supervisory Authority regarding high risk processing; and
  4. notifications to the Supervisory Authority and/or communications to Data Subjects by you in response to any Personal Data Breach,

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.

6. International data transfers

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.

7. Records, information and audit

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.

8. Breach notification

In respect of any Personal Data Breach involving Protected Data, Superthread shall, without undue delay:

  1. notify you of the Personal Data Breach; and
  2. provide you with details of the Personal Data Breach.

9. Deletion or return of Protected Data and copies

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:

  1. the end of the provision of the relevant Services related to processing; or
  2. once processing by Superthread of any Protected Data is no longer required for the purpose of Superthread’s performance of its relevant obligations under our agreement,

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).


DATA PROCESSING DETAILS

  1. Subject-matter of processing: The provision of services by Superthread to the Customer as outlined in any order and/or associated documentation.
  2. Duration of the processing: For the duration of the provision of the Services (including any retention of Personal Data comprised in the Services).
  3. Nature and purpose of the processing: To provide the Superthread issue tracking and collaboration service to you.
  4. Type of Personal Data: Any personal data comprised within User Data.
  5. Categories of Data Subjects: Authorised Users; other natural persons identifiable from any User Data.
  6. Technical and Organisational Security measures applied to the Protected Data: As set out in our security practices document, which is available on request, simply contact us contact@superthread.com.