Terms and Conditions
The terms you agree to when you use Uppcoder: what the service is, what you may do with it, what we are responsible for, and how either side ends the agreement.
TERMS AND CONDITIONS
Uppcoder — a service of WEBSSON d.o.o.
Effective Date: 17 May 2024
Version: 2.0
1. Introduction and definitions
1.1 We are WEBSSON d.o.o., a Croatian company trading as Uppcoder. Our company information is at the end of this document.
1.2 These terms and conditions set out the agreement between us and the individual or organization applying for the provision of our Services. By registering with us, you offer to enter a legal contract with us. We will send you a confirmation email after you register. This is our acceptance of your offer and the point at which a legally binding contract is formed. If you subscribe for a paid account in future, that will be under this same contract and subject to the then-current version of these terms and conditions.
1.3 Please print or save these terms for future use. These terms and conditions are available in the English language only.
1.4 We explain in the headings what each clause covers. These headings are for guidance only and are not legally binding. When we say "including", we mean "including without limitation".
1.5 The following have particular meanings in these terms and conditions:
| Term | Meaning |
|---|---|
| "Consumer" | an individual acting for purposes which are wholly or mainly outside that person's trade, business, craft or profession |
| "Content" | information, documents, text, software, source code, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form |
| "Data Protection Laws" | all applicable data protection and privacy laws, regulations and guidance including Regulation (EU) 2016/679 (the "General Data Protection Regulation" or "GDPR"), the Croatian Act on the Implementation of the General Data Protection Regulation, and guidance or codes of practice issued by the competent supervisory authority from time to time |
| "Educational Institution" | a school, university, training provider or other organization which subscribes to the Services in order to make them available to its students or trainees |
| "Exceptional Circumstances" | where: (a) we have reason to believe that this contract has been breached, or that it is necessary or appropriate to protect us or others, or that a criminal offence may have been committed, or to respond to claims of breaches of third party rights; (b) we are required by law, or are requested by the police or other appropriate authorities, to take certain steps; or (c) your account has become the target of denial of service, hacking or other malicious activity |
| "Regulation" | all applicable laws, statutes, regulations, standards or codes of conduct, whether or not compulsory |
| "Services" | any services which we supply to you, including the Software, the Workspaces and the AI Features |
| "Software" | any software which we supply or make available to you in connection with the Services |
| "Workspace" | a cloud development environment provisioned for you through the Services, including its IDE, terminal, database and related components |
| "AI Features" | those parts of the Services which process Content through an artificial-intelligence model in order to return a result to you |
| "Your Content" | Content which you (a) run on the Services, (b) cause to interface with the Services, (c) upload to the Services, or (d) otherwise transfer, process, use or store (or permit others to) in connection with the Services |
2. Changes to the terms and conditions
2.1 We may need to change these terms and conditions. If so, we will post notice on our website for a reasonable period before the change takes effect, and where the change is material we will also notify you by email or in-platform notification at least 30 days before it takes effect. If you continue to use our Services after the effective date of the revised terms and conditions, you will be bound by them.
2.2 If you are a Consumer and you do not agree to the changes (provided that they are neither minor nor required by applicable law or regulation), you can end your subscription by giving us notice by email to support@uppcoder.com before the effective date of the revised terms and conditions. If so, we will refund any advance payments referable to the period after your termination.
3. The Services
3.1 The Services provide cloud-based development environments, including provisioned Workspaces, IDE and terminal access, database services, collaboration and messaging features, AI Features, and related tooling for software development, education and enterprise use.
3.2 We do not promise:
a) that the Services will be uninterrupted, secure or error-free;
b) that any Content generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, or received or delivered correctly or at all; or
c) that particular results will be achieved, or that any results will be accurate or reliable.
3.3 You acknowledge that we may have to suspend the Services for repair, maintenance or improvement. If so, we will use reasonable endeavours to restore them as quickly as is reasonably possible, and to give advance notice of planned maintenance where practicable.
3.4 We may change or discontinue any part of the Services at any time. Where we discontinue a material part of the Services for which you have paid in advance, we will refund the fees referable to the period after discontinuation.
4. AI Features
The AI we supply
4.1 The Services include AI Features which we operate ourselves. Content you submit to them — which may include source code, prompts and file contents — is processed on our own inference infrastructure, hosted in the Netherlands, within the European Economic Area.
4.2 Content submitted to the AI Features we supply is not sent to any third party model provider, and is not transferred outside the European Economic Area.
4.3 Output produced by the AI Features is generated automatically. We do not promise that it is accurate, original, free of third party rights, or fit for any purpose, and you remain responsible for reviewing it before use. Clause 3.2 applies to it in full.
4.4 Where your subscription includes an AI usage allowance, we may suspend the AI Features once that allowance is exhausted, without affecting the rest of the Services.
AI you supply
4.5 Your Workspace includes a full development environment with an extension marketplace, a terminal and network access. You may install and run whatever you choose in it — including editor extensions, coding agents, command-line tools and model integrations of any kind — and you may supply your own credentials for third party model providers. You may do this in addition to, or instead of, the AI Features we supply. Nothing in this agreement prevents you from doing so, and we do not restrict, vet or monitor what you install.
4.6 Where you do so, you choose and instruct that tool or provider, not us. You acknowledge and agree that:
a) Content sent to a tool or provider you have installed or configured leaves our infrastructure, and we have no control over where it is processed or stored, how long it is retained, or whether it is used to train models;
b) we cannot and do not guarantee that such Content remains within the European Economic Area, and any transfer outside it is a transfer made by you, not by us;
c) you are responsible for your own compliance in respect of that processing, including establishing a lawful basis, providing any required notice, and putting in place any transfer safeguards; and
d) we are not a data processor in respect of that processing, and Appendix 1 does not apply to it.
4.7 Where you store credentials for a third party provider with us in order to make such an integration work, we hold them solely to operate that integration on your instruction. You may remove them at any time, and you remain responsible for their scope, their permissions and their rotation.
4.8 You must not submit to any AI Feature — ours or your own — Content which you are not permitted to disclose to a third party, including Content subject to an obligation of confidentiality owed to someone else.
5. Support
5.1 The Services include support only insofar as specified on our website. Where support is specified, we will use reasonable endeavours to meet any stated response times and to rectify stated faults or problems, but do not guarantee that response times or rectification will be achieved.
5.2 We shall not in any event be obliged to supply support:
5.2.1 in respect of faults or problems arising directly or indirectly from:
a) incorrect use of the Services;
b) products or services not supplied by us; or
c) any cause external to the Services;
5.2.2 where you are using anything other than the most recent version of any relevant software;
5.2.3 where you, or any third party not authorized by us, has modified the relevant software or attempted to resolve the problem; or
5.2.4 if any fees due to us are unpaid.
5.3 Any support which we agree to supply in addition to that covered by the agreement between us shall be charged at our then-current standard rates, and such fees shall be payable within 14 days of invoice.
6. Your obligations and promises
6.1 You promise that you have power and authority to enter into this agreement.
6.2 You promise that you are at least of the legal age to form a binding contract with us. Where the Services are made available to you by an Educational Institution, clause 7 applies instead.
6.3 You must comply with the current technical documentation applicable to the Services, including the applicable developer guides, as posted and updated from time to time on our website. If you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service. You must comply with our reasonable instructions, requests and guidelines concerning the Services.
6.4 You will provide information or other materials related to Your Content, including copies of any client-side applications, as reasonably requested by us to verify your compliance with this agreement. We may monitor the external interfaces (for example, ports) of Your Content to verify your compliance. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content.
6.5 You promise that all information, including contact and payment information, which you provide in connection with the Services is accurate, complete and not misleading, and that you will update it so that it remains so. We rely on this information for various purposes including the transmission of renewal notices and other important information concerning the Services.
6.6 You acknowledge that there is a risk that Your Content may be damaged or lost if there is a Service fault, or on suspension or termination. We may make our own back-ups, but we do not guarantee that we will do so, or that any back-up will be made with the frequency you require or will successfully recover Your Content. It is therefore your responsibility to make appropriate back-ups of all of Your Content that you wish to keep. We are not legally responsible for any loss or damage to Your Content which could have been prevented if you had made your own back-ups.
6.7 In the case of third party goods or services which we supply, you undertake to comply with any third party licences or end user agreements which we bring to your attention.
6.8 You promise that you have sufficient technical knowledge to use and configure the Services, and that your systems comply with any minimum technical specifications which we specify as necessary in order to use the relevant Services.
6.9 You bear sole legal and other responsibility for the development, content, operation, maintenance and use of Your Content. We do not, and are not obliged to, check Your Content, without prejudice to our rights to remove Content and take other steps in relation to it.
6.10 You promise that you or your licensors own all right, title and interest in and to Your Content, and that Your Content will not infringe any third party intellectual or other rights.
6.11 You must comply with Regulation in relation to the Services, including Data Protection Laws.
6.12 You must observe the storage, CPU, memory, bandwidth, AI usage and other limitations specified when you ordered. If such limits are exceeded, we are entitled to suspend or end some or all of the relevant Services, or to impose extra charges, having first given you notice where it is reasonable to do so.
7. Acceptable use
7.1 You agree not to:
a) use the Services for any unlawful purpose or in violation of applicable law;
b) attempt to gain unauthorized access to another user's Workspace, account or data;
c) use the Services to distribute malware, to conduct attacks against any system, or to mine cryptocurrency;
d) circumvent, or attempt to circumvent, the resource limits applicable to your subscription;
e) resell or sublicense access to the Services without our written permission; or
f) use the Services to store or transmit Content which is unlawful, defamatory, or which infringes the rights of others.
7.2 We may access, copy, preserve, disclose, remove, suspend or delete any Content in the event of Exceptional Circumstances concerning that Content, or insofar as otherwise permitted under this agreement. If we remove, suspend or delete Your Content, you must not attempt to re-publish or re-send it using the Services.
8. Educational Institutions and students
8.1 Where an Educational Institution subscribes to the Services and makes them available to its students or trainees, the Educational Institution is our customer and is a party to this agreement. Its students are permitted users, not separate contracting parties.
8.2 The Educational Institution promises that it has obtained any consent, and given any notice, required under Data Protection Laws or otherwise in order to make the Services available to its students, including where any of them is a minor.
8.3 The Services are not directed to children under 16. We do not knowingly enter into a contract with, or collect personal data directly from, a child under 16. An account for a person under 16 must be created and administered by an authorized member of staff of an Educational Institution.
8.4 The Educational Institution is responsible for the conduct of its students in relation to the Services, and for ensuring that they are made aware of clause 7.
9. Payment
9.1 Prices are set out on our website. We may change our prices on giving at least 30 days' notice by email. A price change takes effect on your next renewal date after the notice period expires.
9.2 Our fees are exclusive of value added tax or equivalent sales tax. Where such tax is chargeable, it must be paid in addition at the appropriate rate.
9.2.1 We are not within the Croatian VAT system, and we do not charge Croatian VAT on our fees.
9.2.2 Where you are a business established in another EU member state and you provide us with a valid VAT identification number, our services to you are supplied under the reverse charge mechanism (Article 17(1) of the Croatian VAT Act), and you are responsible for accounting for VAT in your own member state.
9.3 You must make all payments without any set-off, counterclaim or other deduction.
9.4 You must contact us and give us a reasonable opportunity to resolve the issue before making a chargeback.
9.5 If any amount due to us is unpaid, including following an unjustified chargeback, we may:
9.5.1 charge reasonable additional administration costs;
9.5.2 charge interest, both before and after judgment, at the statutory rate applicable from time to time;
9.5.3 suspend the Services; and/or
9.5.4 end this agreement.
9.6 You authorise us to take recurring automated payments, whether by charging your payment card, taking payment via our payment processor, or otherwise, in accordance with the billing period you selected.
10. Right to cancel ("cooling off")
10.1 If you are a Consumer living in the European Economic Area, you have the right to cancel this contract subject to the provisions set out below. This is separate from any money-back guarantee that we may offer; please see our website for details.
Right to cancel
10.2 You have the right to cancel this contract within 14 days without giving any reason.
10.3 The cancellation period will expire 14 days after the day of the conclusion of the contract.
10.4 To exercise the right to cancel, you must inform us — WEBSSON d.o.o., Voltićeva ulica 9, 52100 Pula, Croatia, or support@uppcoder.com — of your decision to cancel this contract by a clear statement, for example a letter sent by post or by email. You may use the model cancellation form at the end of this document, but it is not obligatory.
10.5 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation
10.6 If you cancel this contract, we will reimburse to you all payments received from you.
10.7 We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed of your decision to cancel.
10.8 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. You will not incur any fees as a result of the reimbursement.
10.9 If you asked us to begin the performance of the Services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed up to the point at which you communicated your cancellation, in comparison with the full coverage of the contract.
11. Security
11.1 You promise:
11.1.1 to keep any login details confidential, and you acknowledge that we may change these at any time for good reason;
11.1.2 to take reasonable steps, in respect of matters within your control, to minimise the risk of security breaches in connection with the Services, for example by promptly applying updates and security patches, except to the extent that you subscribe for Services which include such features;
11.1.3 to notify us immediately of any actual or suspected security breach in connection with the Services; and
11.1.4 to comply with our reasonable security checks.
11.2 You acknowledge that you are responsible for all persons who use your password or other log-in details to access the Services, whether authorised or not, unless we are at fault.
11.3 You are responsible for taking your own steps to maintain appropriate security of Your Content, which may include the use of encryption and routine archiving.
12. Privacy and data protection
12.1 We act as data controller in relation to your account, billing and usage data. Our processing of that data is described in our Privacy Policy, which is available on our website and which forms part of this agreement.
12.2 We act as data processor in relation to any personal data contained within Your Content. Appendix 1 sets out the terms on which we do so, and binds both parties.
12.3 You must not place personal data within Your Content unless you have a lawful basis for doing so and have complied with your own obligations under Data Protection Laws as controller of that data.
13. Intellectual property rights
13.1 We or our suppliers, including where applicable the authors of open-source software, retain ownership of all intellectual property rights in any material relating to the development or supply of the Services and to our website. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use such material solely in accordance with this agreement. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or reverse engineer such material, except to the extent permitted by applicable law, without our specific prior written consent. You may not transfer any of our Software outside the Services.
13.2 As between you and us, you or your licensors own all right, title and interest in and to Your Content. Except as provided in this clause, we obtain no rights under this agreement to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services. We may disclose Your Content to provide the Services, or to comply with any binding request of a governmental or regulatory body, including subpoenas or court orders.
13.3 All licences granted to you in this agreement are conditional on your continued compliance with it, and will end immediately and automatically if you do not comply with any term or condition.
14. Use of our website
14.1 Any Content which we make available on our website is intended for general guidance only, and we cannot guarantee that it is accurate or up to date. Before acting on such information you must make your own appropriate enquiries, including as to its accuracy and suitability for your purposes, and take appropriate professional advice. You rely on such information at your own risk.
14.2 Our website may link to third party websites. We do not recommend or endorse those sites or the products or services which they offer, nor are we legally responsible for them, as they are outside our reasonable control. You use such third party sites at your own risk.
15. Liability and indemnity
15.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury, for fraudulent misrepresentation, or for anything which may not legally be excluded or limited.
15.2 We are not responsible for any loss or damage which results from your failure to comply with this agreement.
15.3 If you are a Consumer:
15.3.1 we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
a) there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;
b) such loss or damage is not reasonably foreseeable, meaning that it was not an obvious consequence of our breach and was not contemplated by you and us at the time we entered into this contract;
c) such loss or damage is caused by you, for example by not complying with this agreement; or
d) such loss or damage relates to a business of yours; and
15.3.2 you will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of the Services, subject to our obligation to mitigate our losses.
15.4 If you are not a Consumer:
15.4.1 Our liability of any kind, including our own negligence, for any event or series of connected events with respect to the Services is limited to €100 or the total fees payable by you to us in the 12 months before the event or events complained of, whichever is higher.
15.4.2 In no event, including our own negligence, will we be liable for any:
a) economic loss, including loss of revenue, profits, contracts, business or anticipated savings;
b) loss of goodwill or reputation;
c) special, indirect or consequential loss; or
d) damage to or loss of Your Content, even if we have been advised of the possibility of such loss.
15.4.3 Neither we nor any of our affiliates or suppliers will be responsible for:
a) your inability to use the Services, including as a result of any termination or suspension of this agreement or of your access, our discontinuation of any or all of the Services, or any unanticipated or unscheduled downtime for any reason, including power outages, system failures or other interruptions;
b) the cost of procurement of substitute goods or services;
c) any investment, expenditure or commitment by you in connection with this agreement or your use of the Services; or
d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store, any of Your Content.
15.4.4 To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement, including the implied warranties of satisfactory quality and fitness for a particular purpose.
15.4.5 You will indemnify us against all losses, damages, claims, liabilities and expenses, including reasonable legal fees, directly or indirectly arising out of (i) your use of the Services, (ii) Your Content, or (iii) your breach of this agreement. We shall have the sole right to control the defence and settlement of any such claim, save that we shall consult with you prior to any settlement. You agree to provide reasonable assistance to us, at your expense, in that defence.
15.5 If we or our affiliates or suppliers are obliged to respond to a third party subpoena or other compulsory legal order or process concerning you or Your Content, you will reimburse our reasonable legal fees and our employees' and contractors' time and materials spent responding, at our then-current rates.
15.6 We have no liability for any third party goods or services.
15.7 This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statement. Liability for misrepresentation, excluding fraudulent misrepresentation, relating to the terms of this agreement is excluded.
16. Ending or suspending this agreement
16.1 You may end this agreement at any time by deleting your account in accordance with the instructions on our website. Termination takes effect at the end of the period for which you have paid in advance, and there will be no refund — but this does not affect any Consumer cooling-off rights under clause 10.
16.2 We may at any time, without refund, suspend or end this agreement as regards some or all of the Services, with or without notice, in the event of Exceptional Circumstances. We may decline to reinstate suspended Services unless we have received assurances from you which, acting reasonably, we consider satisfactory.
16.3 We may end this agreement at any time without cause by giving you notice by email. If so, we will refund any fees already paid which relate to the period after termination.
16.4 The consequences of this agreement ending for any reason are:
16.4.1 we will stop supplying, and will terminate your access to, the relevant Services;
16.4.2 we will retain Your Content for 30 days following termination, during which you may request an export of it. After that period we may delete it permanently. This is subject to Appendix 1 where we hold Your Content as processor;
16.4.3 all licences granted by us terminate;
16.4.4 any fees due remain payable; and
16.4.5 accrued rights and liabilities are unaffected.
16.5 If your account is inactive for six months, we may delete Your Content. We will give you at least 30 days' notice by email before doing so.
16.6 Those clauses of this agreement which are expressed or intended to survive termination shall survive.
17. Confidentiality
17.1 We both agree that during the period of this agreement, and for five years afterwards, we will not use for any purpose apart from this agreement, or disclose, any Confidential Data received from the other party. "Confidential Data" means Content identified as, or which clearly is intended to be, confidential.
17.2 This clause does not apply to Content which:
17.2.1 enters the public domain other than through breach of this clause;
17.2.2 is or becomes independently known to the receiving party free from any confidentiality restriction;
17.2.3 is required to be disclosed by Regulation or by a competent authority;
17.2.4 is reasonably disclosed to employees, suppliers or others for the proper performance of this agreement;
17.2.5 is reasonably disclosed to professional advisers; or
17.2.6 we are otherwise permitted to disclose in accordance with this agreement.
17.3 You will not misrepresent or embellish the relationship between us and you, including by expressing or implying that we support, sponsor, endorse or contribute to you or your business endeavours.
18. Notices
18.1 We may send any notice in accordance with the most recent contact information which you have provided to us. After termination of this agreement we will only send you notices if legally obliged to do so, or if you expressly consent to further communication.
18.2 Any notice required by this agreement to be given in writing may be given by hand, or sent by registered post within Croatia or by international signed-for post outside Croatia, to the other party at its registered office or such other address as that party may notify for this purpose, or by email provided that the email has not been returned as undelivered.
19. General
19.1 This agreement, and any documents incorporated into it, represents the entire agreement of the parties relating to its subject matter.
19.2 If any part of this agreement is deemed void or ineffective for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
19.3 We may assign all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights are not prejudiced. As this agreement is personal to you, you may not assign any of your rights or duties under it without our prior written consent.
19.4 Neither party shall be liable for failure to perform, or delay in performing, any obligation other than payment, if the failure or delay is caused by circumstances beyond its reasonable control, including failure of any communications, telecommunications or computer system.
19.5 We and you are independent contractors, and nothing in this agreement constitutes either party as agent or representative of the other.
19.6 A failure to exercise, or delay in exercising, a right or remedy under this agreement shall not constitute a waiver of that right or remedy.
19.7 A person who is not a party to this agreement shall have no right to enforce it, except insofar as expressly stated otherwise.
20. Croatian law and jurisdiction
20.1 This agreement is governed by Croatian law, and any dispute arising out of or in connection with it will be subject to the exclusive jurisdiction of the courts of the Republic of Croatia, the competent court being that of our registered seat.
20.2 If you are a Consumer, nothing in clause 20.1 deprives you of the protection of the mandatory provisions of the law of the country in which you are habitually resident, and you may also bring proceedings in the courts of that country.
20.3 If you are a Consumer and we are unable to resolve a complaint between us, you may be entitled to refer the dispute to an alternative dispute resolution body competent for consumer disputes in your country of residence. Our email address for complaints is support@uppcoder.com.
21. Company information
| | |
|---|---|
| Company name | WEBSSON društvo s ograničenom odgovornošću za usluge |
| Short form | WEBSSON d.o.o. |
| Trading name | Uppcoder |
| Country of incorporation | Republic of Croatia |
| Registered at | Trgovački sud u Pazinu (Commercial Court in Pazin) |
| Court register number (MBS) | 130153327 |
| OIB | 13733716553 |
| Company identification number (MB) | 05952034 |
| Registered seat | Voltićeva ulica 9, 52100 Pula, Republic of Croatia |
| Member of the management board | John Andrew Bannister, director |
| VAT identification number | HR13733716553 (not within the Croatian VAT system) |
| Email | support@uppcoder.com |
Share capital, bank account and further company details appear on our invoices and business documents, as required by Article 21 of the Companies Act, rather than being repeated here.
MODEL CANCELLATION FORM
Complete and return this form only if you wish to cancel the contract.
To WEBSSON d.o.o., Voltićeva ulica 9, 52100 Pula, Croatia, or support@uppcoder.com:
- I/We [\] hereby give notice that I/We [\] cancel my/our [\] contract for the supply of the following service [\],
- Ordered on [\] / received on [\],
- Name of consumer(s),
- Address of consumer(s),
- Signature of consumer(s) (only if this form is notified on paper),
- Date
[\*] Delete as appropriate.
APPENDIX 1 — PERSONAL DATA (DATA PROCESSING TERMS)
In this Appendix, "data controller", "data processor", "data subject", "personal data" and "processing" have the same meanings as in Data Protection Laws.
These terms apply where we process personal data contained within Your Content on your behalf ("Data"). Where we process your own account, billing and usage data, we do so as controller and our Privacy Policy applies instead.
A. Details of the processing
| | |
|---|---|
| Subject matter | Any personal data included within Your Content. |
| Duration | The period of this agreement, plus the retention period in clause 16.4.2. |
| Nature and purpose | To enable you to use the Services in accordance with this agreement, including the provision of Workspaces, storage, collaboration and messaging features, and the AI Features. |
| Type of personal data | Any personal data included within Your Content. |
| Categories of data subject | Your students, employees, customers, or others who are the data subjects in respect of personal data included within Your Content. |
| Obligations and rights of the controller | As set out below and in Data Protection Laws. |
B. Our obligations
We shall:
a) process the Data in accordance with Data Protection Laws, and nothing in this agreement relieves us of our own direct responsibilities and liabilities under them;
b) process the Data only so far as is necessary for the purpose of performing our obligations under this agreement;
c) process the Data only on your written instructions, including as set out in this agreement, unless the law requires otherwise, in which case we shall inform you before processing;
d) not disclose the Data to anyone other than our employees, agents and the sub-processors listed below, and shall ensure that those persons are subject to an obligation of confidentiality in relation to the Data;
e) maintain technical and organisational security measures — including, where applicable, encryption in transit, isolation of Workspace environments, access controls, resilience of processing systems and testing — sufficient to comply with the obligations imposed on you under Data Protection Laws;
f) not subcontract any processing of the Data except to the sub-processors listed in section C, or as agreed under section D;
g) take reasonable steps to assist you in complying with your own obligations under Data Protection Laws, including:
i. responding to subject access requests;
ii. keeping the Data secure;
iii. notifying data subjects about personal data breaches;
iv. carrying out any data protection impact assessment; and
v. consulting with the relevant supervisory authority where applicable following such an assessment;
h) on termination of this agreement, at your option either delete or return all Data to you, unless we are legally required to retain it. We will assume that you want us to delete the Data unless you tell us within 30 days of termination that you want it returned;
i) make available to you all information necessary to demonstrate compliance with our obligations relating to the Data, and to submit to and contribute to audits carried out by you or an auditor appointed by you; and
j) inform you promptly if, in our opinion, an instruction of yours does not comply with Data Protection Laws.
C. Sub-processors
You consent to our appointment of the following sub-processors:
| Sub-processor | Purpose | Location of processing |
|---|---|---|
| Hetzner Online GmbH | Hosting and compute infrastructure | European Union |
| Keycloak (self-hosted by us) | Authentication and identity | European Union |
| Auth0 / Okta Inc. | Enterprise single sign-on, where a customer elects to use it | European Union / United States |
| Stripe, Inc. / Stripe Payments Europe Ltd | Payment processing and fraud prevention | European Union and United States |
| GitHub, Inc. | Source code repositories, where a customer connects a repository or uses course repositories | United States |
| Our own inference infrastructure | Provision of the AI Features we supply (clause 4.1) | Netherlands |
| Learning platform integrations — the customer's own Moodle, Canvas or other LTI platform | Delivery of the Services inside the customer's learning platform | As determined by the customer |
No third party AI provider. The AI Features we supply run on infrastructure we operate ourselves. We do not engage any third party model provider as a sub-processor for them.
Tools and providers you install yourself. Anything you install or configure in your Workspace under clause 4.5 — including AI extensions, coding agents and third party model providers for which you supply credentials — is not a sub-processor of ours. You engage it directly, it is outside our control, and this Appendix does not apply to the processing it carries out. See clause 4.6.
Transfers outside the EEA. Where a sub-processor above processes Data outside the European Economic Area, that transfer is made under the European Commission's Standard Contractual Clauses and, where the recipient participates in it, the EU–US Data Privacy Framework.
Our liability. We impose on each sub-processor the same obligations in relation to the Data as are imposed on us under this Appendix, and we remain fully liable to you for the performance of each sub-processor's obligations.
D. Changes to sub-processors
We will give you at least 14 days' notice in writing of the proposed appointment of any new sub-processor. In that case:
i. if you do not object within that period, you will be deemed to have consented to the appointment; and
ii. if you do object within that period, you are entitled, within 14 days of your objection, to terminate this agreement to the extent that it relates to Services which require the use of the proposed sub-processor.
Document version 2.0. Supersedes the Terms and Conditions dated 1 May 2024.