Helm Labs Ltd — website, consulting services, products & Atlassian Marketplace applications
By engaging Helm Labs, or by registering for, accessing or using any of the Services, you agree to be bound by this Agreement. If you are agreeing on behalf of an organisation, you represent that you have the authority to bind that organisation. If you do not agree, you must not use the Services.
We may update these Terms from time to time. We will notify you of material changes by email or by a notice within the relevant Service. Continued use after the effective date of changes constitutes acceptance of the revised Terms. If you do not agree to the changes, you may terminate your subscription or engagement in accordance with section 15.
Helm Labs provides:
The specific scope, features and service levels depend on your Order Form, subscription plan or in-product description. We may modify, enhance or discontinue features from time to time, provided we do not materially reduce the core functionality you have contracted for during your current subscription term without notice.
You must provide accurate and complete registration information and keep it up to date. You are responsible for all activity under your account and for maintaining the confidentiality of login credentials. You must notify us promptly of any unauthorised access or security breach.
The Services are intended for use by businesses and organisations. You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Services. By using the Services from outside the United Kingdom, you confirm that your use complies with the laws of your country.
You and your Users must use the Services only in accordance with this Agreement and applicable law. You must not:
We may suspend or terminate access where we reasonably believe there has been a breach of acceptable use, without prejudice to our other rights.
Where you install or use a Helm Labs Application from the Atlassian Marketplace, the following additional terms apply:
Data and control. You retain ownership of your Customer Data. You grant us the rights necessary to host, process and display your Customer Data in order to provide the Services, support and related operations (including backups and security). Where an Application operates under Model A, your Customer Data remains within your Atlassian environment and is not retained by Helm Labs.
Privacy. Our collection and use of personal data is described in our Privacy Policy. We process personal data in accordance with applicable data protection law, including the UK GDPR and, where relevant, the EU GDPR. Where we process Customer Data on your behalf, we do so as a processor in accordance with our Privacy Policy and any data processing agreement.
International transfer. The Services are hosted in the UK and/or other locations (including via cloud providers such as AWS and Atlassian's infrastructure). We ensure appropriate safeguards (such as standard contractual clauses or adequacy decisions) where required by law.
Sub-processors. We may use sub-processors (including cloud infrastructure and platform providers) to provide the Services. We remain responsible for our sub-processors' handling of your Customer Data in accordance with our agreements and applicable law.
We and our licensors own all right, title and interest in the Services, the software, the platform and applications, our branding and any materials we provide (other than your Customer Data). This Agreement does not grant you any rights to our intellectual property except the limited right to use the Services in accordance with these Terms during the subscription or engagement term.
You retain ownership of your Customer Data and any pre-existing intellectual property you provide. You grant us a non-exclusive, worldwide, royalty-free licence to use, store and process your Customer Data as necessary to provide and improve the Services and to perform our obligations under this Agreement. Where we create deliverables for you under a consulting engagement, ownership of those deliverables is as set out in the relevant Order Form or statement of work.
Fees are as set out in your Order Form or the pricing applicable at the time of sign-up. Subscription fees are payable in advance (e.g. monthly or annually) and are generally non-refundable unless otherwise stated or required by law. Consulting fees are charged as set out in the relevant Order Form or statement of work. Prices may be updated on renewal; we will give you reasonable notice of any increase.
You must provide valid payment details. If payment fails, we may suspend access after reasonable notice until payment is received. Late payment may attract interest at a rate permitted by law. All amounts are exclusive of VAT and other taxes unless stated otherwise; you are responsible for any applicable taxes. Where a paid Application is billed through the Atlassian Marketplace, Atlassian's billing terms apply to that transaction.
For paid Atlassian Marketplace Applications, availability commitments, incident response times, service credits and change-notification standards are set out in our Service Level Agreement, which forms part of this Agreement for those Applications. Support for other products and consulting engagements is provided as described in the relevant Order Form, plan or in-product documentation.
Each party will keep the other's confidential information (including business and technical information and, for us, the design and operation of the Services) confidential and will use it only for the purposes of this Agreement. Confidential information does not include information that is publicly known, independently developed, or rightfully received from a third party without restriction. Disclosure may be made where required by law, provided the disclosing party gives reasonable advance notice where permitted.
We warrant that we will provide the Services with reasonable skill and care. Except as expressly set out in this Agreement, and to the maximum extent permitted by law, the Services are provided "as is" and "as available" and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that the Services will be uninterrupted or error-free, except as expressly stated in the Service Level Agreement. You are responsible for determining whether the Services are appropriate for your regulatory context and for your own validation and compliance activities.
Subject to the above:
These limitations apply even if we have been advised of the possibility of such loss.
You will indemnify and hold us harmless from and against any claims, losses, damages and expenses (including reasonable legal fees) arising from: (a) your or your Users' use of the Services in breach of this Agreement or applicable law; (b) your Customer Data; or (c) any dispute between you and a third party in connection with your use of the Services, except to the extent the claim arises from our breach of this Agreement or our negligence or wilful misconduct.
A subscription runs for the initial term set out in your Order Form and, unless either party gives notice before the end of that term, will renew for successive periods (e.g. monthly or annually) on the same terms, subject to any fee changes notified in advance. Consulting engagements run for the period set out in the relevant Order Form or statement of work.
Either party may terminate: (a) at the end of the then-current term by giving written notice as specified in your plan or Order Form (e.g. 30 days); or (b) immediately if the other party is in material breach and fails to remedy within 30 days of written notice, or in the case of insolvency or similar event.
On termination or expiry, your right to access and use the Services ceases. We may retain your Customer Data for a limited period as set out in our data retention practices or as required by law; thereafter we will delete or anonymise it. For Model A Applications, your data remains in, and is managed within, your Atlassian environment. You are responsible for exporting any data you need before termination.
This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, save that we may bring proceedings in any jurisdiction where you are located or where you have assets.
Entire agreement. This Agreement (together with the Privacy Policy, any applicable Service Level Agreement and any Order Form) constitutes the entire agreement between you and us regarding the Services and supersedes any prior agreements or understandings.
Severability. If any provision is held to be invalid or unenforceable, the remaining provisions will remain in effect.
Waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, sale or restructuring.
Force majeure. Neither party will be liable for delay or failure to perform due to circumstances beyond its reasonable control (e.g. natural disaster, war, terrorism, pandemic, government action, or failure of third-party infrastructure), provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
Notices. Notices may be sent by email to the addresses used for your account or Order Form, or by post to the addresses set out in the Order Form or on our website. Notices are deemed received when sent (email) or when delivered (post).
See also our Privacy Policy and Service Level Agreement.