Please review the following Terms of Service ("Terms") attentively prior to utilizing the https://qualityhive.com website (the "Service") which is operated by QualityHive Limited ("us", "we", or "our").
Your usage of and access to the Service is contingent upon your acceptance of and adherence to these Terms. These Terms are applicable to all users, visitors, and anyone else who accesses or uses the Service.
This SaaS Services Agreement ("Agreement") is executed between QualityHive Limited, a corporation established and functioning under UK law, with its main office at Seven Grange Lane, Pitsford, Northampton, United Kingdom, NN6 9AP, and registered in the UK with company number 14995691 ("QualityHive Limited"), and the entity subscribing to the services offered by QualityHive Limited ("Customer").
Our UK VAT registration number is GB445358185.
By accessing or using the Service, you consent to be bound by these Terms. Should you disagree with any part of these terms, you are not authorised to access the Service.
Article 1. Definitions
In this Agreement, the terms listed below are defined as follows when capitalised:
Authorised Users: Refers to all employees, consultants, and other persons authorised by the Customer to use the services provided by QualityHive Limited.
Defaulting Party: As described in Article 12.
Documentation: Includes all documentation related to the services in various formats that are made available online and clearly describe the functionalities of the services.
Effective Date: The date when the Customer subscribes to the services of QualityHive Limited.
Equipment: As described in Article 4.
Intellectual Property Rights: Encompasses all intellectual property rights including, but not limited to, trademarks, copyrights, patents, and similar rights, along with any applications related to these rights.
Licence: The non-exclusive, non-transferable right to utilise the software globally in accordance with the provisions of this Agreement.
Maintenance Services: As described in Article 3.
Price: The fixed amount payable by the Customer for the services.
SaaS Services: The internet-based service developed and owned by QualityHive Limited which enables the Customer to report and manage bugs, issues, and ideas through their existing task tracking systems.
Services: Defined broadly in Article 2.
Software: The version of the software provided to the Customer as part of the Services, including any updates and new versions.
Support Services: Described in Exhibit I.
Term: The duration of this Agreement as determined by the subscription plan chosen by the Customer.
Third Party Products: Refers to products and services not produced by QualityHive Limited, which may include certain hardware components.
Trial Period: A fifteen (10) calendar day period during which the Customer can access the SaaS Services without payment.
Article 2. Scope of the Agreement
This Agreement stipulates the conditions under which QualityHive Limited will provide the Customer with the following services:
SaaS Services;
Support and Maintenance Services;
Additional necessary services for proper software usage including customization, user identification, password management, technical support, user training, data backup and recovery, and managing updates as further described in service documents.
Article 3. Description of Services
QualityHive Limited provides a detailed suite of services intended to enhance the bug reporting, issue tracking, and overall software quality management, including:
Bug Reporting: Allows users to document and report bugs directly within the app or website environment with tools to annotate and provide detailed context.
Issue Tracking: A central system for organising and tracking reported issues and feedback.
Collaboration and Communication: Enables team collaboration within the platform through integrated commenting features.
Integrations: Links with various project management and tracking tools for seamless workflow integration.
Customization and Branding: Customization options to align the reporting interface with the company's branding.
Analytics and Insights: Offers analytics to monitor and improve the bug reporting process.
Article 4. Usage of Services
The Customer is granted the right to access and use the Services solely for its internal business operations. The Customer agrees to use the Services in compliance with applicable laws, the terms of this Agreement, and the rights granted herein. The Customer must not:
Modify, copy, or create derivative works based on the Services.
Frame or mirror any content forming part of the Services, other than on the Customer's own intranets or otherwise for its own internal business purposes.
Reverse engineer the Services, or access the Services in order to build a competitive product or service or copy any features, functions, or graphics of the Services.
Transfer, sell, lease, syndicate, outsource, or sublicense the Services to third parties.
The Customer also agrees to provide suitable Equipment, as defined, to access the Services and is responsible for all fees incurred through access to the internet, as well as for providing an environment suitable for the proper use of the Services.
Article 5. Pricing and Payment
The Customer agrees to pay the Price according to the terms specified in the chosen subscription plan. The Price encompasses the License to use the Services, access to Support Services, and any other services outlined in the subscription plan. Pricing is based on the number of Authorised Users, the level of access granted, and any additional services or customizations requested by the Customer. All payments are due on the dates specified in the invoicing schedule, and late payments may incur additional charges or result in suspension of the Services.
These revised articles aim to add the necessary level of detail to each section, similar to the detail in Article 3, ensuring that the entire agreement is consistent and comprehensive.
Article 6. Intellectual Property
QualityHive Limited retains all ownership and intellectual property rights in and to the Services, including the Software and any updates, enhancements, or modifications thereto. The Customer acknowledges that it does not acquire any ownership rights by subscribing to or using the Services. The Customer is granted a limited Licence to use the Services in accordance with the terms of this Agreement. All rights not expressly granted to the Customer are reserved by QualityHive Limited. The Customer shall not:
Copy, alter, modify, or create derivative works of the Software or Documentation without prior written permission from QualityHive Limited.
Use the Intellectual Property Rights of QualityHive Limited to create any service, software, documentation, or data that is similar to any aspect of the Services.
Remove any proprietary notices or labels from the Services.
Additionally, the Customer grants QualityHive Limited a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the Customer or its users.
Article 7. Promotional Rights
Both parties may use the other's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Branding") in presentations, marketing materials, customer lists, financial reports, website listings of customers, search results pages, and referral letters, provided that such use is in accordance with the other party's brand standards and written guidelines. Any use of a party’s Branding will be subject to prior written consent by the party whose Branding is to be used.
Article 8. Confidentiality and Data Protection
Each party agrees to retain in confidence all information disclosed by the other party pursuant to this Agreement which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). This includes, but is not limited to, business and marketing plans, technology and technical information, product plans, and designs, and business processes. However, Confidential Information shall not include any information that:
Was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
Becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
Is in the possession of the receiving party, without confidentiality restrictions, at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure.
The receiving party shall not at any time disclose, use, transmit, or disseminate the Confidential Information to any third party without the prior written consent of the disclosing party. Furthermore, both parties agree to comply with all applicable privacy and data protection regulations. The parties agree to implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure.
Article 9. Limitation of Liability
Except as expressly provided in this Agreement, neither party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including but not limited to, loss of profits, data, revenue, business opportunities, or business advantages, regardless of the theory of liability, arising out of the execution or performance of this Agreement, even if the party has been advised of the possibility of such damages. Notwithstanding any other provisions of this Agreement, QualityHive Limited's liability to the Customer for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid by the Customer for the Services during the term of this Agreement.
Article 10. Warranties and Disclaimers
QualityHive Limited represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online QualityHive Limited help documentation under normal use and circumstances. However, QualityHive Limited does not warrant that the services will be error-free or that the services will meet the customer's requirements. The foregoing warranties shall not apply to performance issues or defects in the Services (i) caused by factors outside of QualityHive Limited's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer's equipment or any third-party equipment not within the sole control of QualityHive Limited. Except as expressly provided herein, QualityHive Limited disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.
Article 11. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond its control (including, without limitation, inability to access data or to communicate with customers), or the acts or omissions of third parties.
Article 12. Termination and Renewal
This Agreement commences on the Effective Date and will continue in effect until terminated by either party as provided herein. Either party may terminate this Agreement upon notice to the other party if the other party materially breaches any of its terms and fails to cure the breach within thirty (30) days after being given written notice thereof. Upon termination, the Customer must cease all use of the Services and return or destroy all copies of the Software and Documentation.
Article 13. General Terms
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements between them regarding such subject matter. This Agreement may be amended only by a written agreement signed by authorised representatives of both parties. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced.
