Smarthub EULA

Smarthub® END USER LICENCE AGREEMENT 

PLEASE READ CAREFULLY BEFORE ACCESSING OR USING SMARTHUB SERVICES 

This End User Licence Agreement (“Agreement”) is a legal agreement between you (the “Customer”, “you” or “your”) and PRODACTIVE LABS LTD (“Prodactive”), a company registered in England and Wales with company number 16691093, whose registered office is at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF, England (the “Licensor”, “we”, “us” or “our”) governing your access to and use of the Smarthub® services. 

BY CLICKING “ACCEPT” BELOW, OR BY ACCESSING OR USING THE SMARTHUB SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THE DATA PROCESSING ADDENDUM, AND THE ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE TO THESE TERMS, CLICK “REJECT” AND DO NOT ACCESS OR USE THE SERVICES. 

THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK “ACCEPT” OR FIRST ACCESS THE SERVICES (THE “EFFECTIVE DATE”). 

 

IMPORTANT NOTICES 

1. WHAT SMARTHUB DOES: Smarthub® is a web-based platform and marketplace designed to extend the use of Software as a Service (SaaS) platforms, such as Smartsheet, and others that may be added.    

2. THIRD-PARTYCONNECTED PLATFORM REQUIREMENTS: In order to use Smarthub® with other Third-Party Platforms, such as Smartsheet, you must maintain a valid account with that software provider.  
3. THIRD-PARTY CONNECTED PLATFORM’S ROLE: Third–party connected platforms have no obligation to provide maintenance or support for Smarthub® to you or to us, and has no obligation to fix any errors or defects in Smarthub®. We are solely responsible for the quality and support of Smarthub®. 
4. YOUR DATA: Smarthub® will process data in your Third-Party Platform account as described in this Agreement and our Data Processing Addendum. Our privacy practices are described in our Privacy Policy (available at https://www.getprodactive.com/legal/smarthub-privacy-policy/). 
5. INCORPORATED POLICIES: This Agreement incorporates by reference our Data Processing Addendum (available at https://www.getprodactive.com/legal/smarthub-data-processing-addendum/) and Acceptable Use Policy (available at https://www.getprodactive.com/legal/smarthub-acceptable-use-policy/). 
6. BUSINESS USE ONLY: This Agreement is for business-to-business transactions only. If you are a consumer, you must not accept this Agreement. 
7. AUTHORITY: By accepting this Agreement, you represent that you have authority to bind your organisation to these terms. 
8. RESELLER ACCESS: If your access to Smarthub® is provided through an authorised Smarthub® Reseller Partner, this Agreement still applies to you in full. Your billing and subscription management may be handled by the Reseller rather than directly by us. You acknowledge that if your Reseller fails to meet its payment obligations to Prodactive, we may suspend your access to the Platform in accordance with Clause 18 of this Agreement. 

You should print or save a copy of this Agreement for future reference. 

1. DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, the following terms have the following meanings: 

 

“Acceptable Use Policy” means or “AUP” means our acceptable use policy available at https://www.getprodactive.com/legal/smarthub-acceptable-use-policy/, as updated from time to time in accordance with Clause 13. 

“Account Data” means your name, email address, Third-Party Platform API credentials, account configuration settings, and other information we retain to provide you with access to the Services. 

“Applicable Law” means all applicable laws, statutes, regulations from time to time in force. 

“Authorised User” means any individual employee, agent, or independent contractor of yours, or of your subsidiaries and affiliates, whom you authorise to use the Services on your behalf in accordance with this Agreement. 

“Bolts” means the virtual non-monetary platform credits issued by Prodactive that enable End Users to access and use features and services within the Platform. Bolts are the same as “Credits” as used elsewhere in this Agreement; both terms refer to the same unit of consumption. Bolts have no independent monetary value and do not constitute electronic money, stored value, deposit, or payment instrument. 

“Business Day” means any day other than a Saturday, Sunday or public holiday in England. 

“Container” means the isolated computing environment in which Smarthub® executes automated actions triggered by events in your third-party software account. 

“Credits” means the unit of consumption used to measure your usage of the Services, with different actions consuming different numbers of Credits (also referred to as Bolts) as specified in the Documentation. 

“Customer Data” means all data, content, and information residing in your third-party software account that Smarthub® accesses and processes transiently to perform actions, but which is not retained by Smarthub® after processing is complete. 

“Data Processing Addendum” means or “DPA” means our data processing addendum available at https://www.getprodactive.com/legal/smarthub-data-processing-addendum/, as updated from time to time in accordance with Clause 13. 

“Documentation” means the user guides, help documentation, and other materials we make available via the Website or within the Services describing the functionality and use of Smarthub®. 

“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector. 

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

“Partner Software” means any software, application, integration, script, tool, or other technology developed, owned, or provided by a third-party partner and made available through, integrated with, or accessible via Smarthub®, but which is not developed, owned, or controlled by Prodactive Labs Ltd. 

“Privacy Policy” means our privacy policy available at https://www.getprodactive.com/legal/smarthub-privacy-policy/, as updated from time to time in accordance with Clause 12. 

“Reseller” means an organisation that has entered into a Smarthub® Partner Reseller Agreement with Prodactive and purchases Bolts on behalf of Named Clients (as defined in that agreement) for allocation to those clients’ use of the Platform. 

“Services” means the Smarthub® services described in Clause 2. 

“Smartsheet” means Smartsheet Inc., a third-party provider of cloud-based collaboration and project management software. 

“Sub-processor” means any third party engaged by us to process data on our behalf in connection with the provision of the Services, as identified in the DPA. 

“Subscription Fees” means the monthly fees payable by you for access to the Services under a paid Subscription Tier, as specified on the Website. 

“Subscription Period” means each monthly period during which you have access to the Services, commencing on the date you subscribe and renewing automatically each month unless terminated in accordance with this Agreement. 

“Subscription Tier” means your selected subscription level (Free, Individual, Team, or Enterprise), with Credit/Bolt allocations, pricing, and minimum Authorised User requirements as specified on the Website at the time of subscription. 

“Third-Party Platform” means any third-party software, service, system, or application (including APIs) that Smarthub® integrates with, connects to, or relies upon to provide the Services. 

“Usage Data” means metadata about your use of the Services, including Credits/Bolts consumed, actions executed, timestamps, success or failure status, and performance metrics, which we retain for billing, analytics, and service improvement purposes. 

“Website” means www.getsmarthub.co and any successor or related websites we designate. 

 

1.2  Any obligation on the Licensor to comply with any Applicable Law shall be limited to compliance only with laws within the United Kingdom as generally applicable to businesses and providers of software-as-a-service solutions. Such obligations shall not be construed to create any obligation on the Licensor to comply with laws or regulations which apply solely to specific commercial activities or sectors (such as legal, financial services, healthcare or other regulated industries) unless we have expressly agreed in writing to provide Services designed for such specific regulatory requirements. 

 

2.  SERVICE DESCRIPTION AND TECHNICAL ARCHITECTURE 

 

2.1  Smarthub® is a web-based platform and marketplace designed to extend the use of Smartsheet and other Software as a Service (SaaS) platforms that may be supported from time to time. Smarthub® is designed to process data in a secure, service-oriented architecture that emphasizes data minimization, least-privilege access, and limited retention consistent with operation of the Services. 

 

2.2  The Services require: 

• web-based access through the Smarthub® portal identified in the Documentation;  

• authentication and connection to your Third-Party Platform accounts and other supported services using credentials, tokens, keys, or other supported connection methods;  

• event-triggered and user-initiated automation capabilities as described in the Documentation;  

• containerized or otherwise isolated processing environments used to execute supported actions;  

• Credit/Bolt allocation and consumption tracking;  

• account, workspace, integration, and service configuration features; and  

• support services as specified in Clause 7. 

 

2.3  The Services require: 

• valid, active accounts, licences, or subscriptions for any Third-Party Platforms required for the relevant integration or feature;  

• valid credentials, tokens, keys, permissions, and access rights necessary to enable the relevant connection or action;  

• sufficient Credits/Bolts or other applicable service entitlements to execute desired actions; and  

• internet connectivity and a supported browser or client environment as described in the Documentation. 

 

2.4  Smarthub® is designed to process Customer Data using data minimization and least-privilege principles. Where appropriate to the relevant Service function, Customer Data may be handled transiently in containerized or otherwise isolated processing environments that are terminated after completion of the applicable action. Smarthub® does not use Customer Data as a general system of record and does not retain Customer Data longer than reasonably necessary to provide, secure, maintain, support, bill for, and improve the Services or to meet legal, regulatory, audit, fraud-prevention, or compliance requirements. 

 

Smarthub® may retain limited Customer Data and related information where reasonably necessary for operation of the Services, including account and tenant data, integration configuration, encrypted credentials or tokens, service metadata, operational logs, usage records, billing records, support records, and other data reasonably required for authentication, authorization, service reliability, security, troubleshooting, auditing, and lawful business operations. 

 

2.5  You acknowledge and agree that:  
(i) your Third-Party Platform account, and any other applicable Third-Party Platform connected by you, remains your primary and authoritative repository for your business records and source data;  
(ii) unless expressly stated otherwise in the Documentation or Order Form, Smarthub® is not a backup, archival, or disaster recovery service for your -Party Platform data;  
(iii) you remain responsible for maintaining any backup, export, retention, and recovery procedures you require for your own records and source systems; and  
(iv) while Smarthub® may retain limited information as described in Clause 2.4, it may not be able to retrieve, reconstruct, or restore your underlying source data except to the extent such data is expressly retained by the applicable Service function and made available under the Documentation.  

 

3. THIRD-PARTY PLATFORM DEPENDENCY AND RISKS

 

3.1 Critical Dependency and Limitations 

(a) Smarthub®’s functionality depends on the availability and proper operation of one or more Third-Party Platforms and their associated APIs, which are provided by third parties over which we have no control. 

(b) Smarthub® operates as an intermediary service that interacts with your Third-Party Platform accounts on your behalf and does not replace or serve as a system of record for such Third-Party Platforms. 

(c) If any Third-Party Platform modifies, suspends, rate-limits, restricts, or discontinues access to its services or APIs, Smarthub®’s functionality may be materially affected or rendered inoperable. 

(d) Third-Party Platforms may impose rate limits, usage restrictions, or other technical constraints that may limit the frequency, volume, or nature of actions Smarthub® can perform on your behalf. You acknowledge that excessive or non-compliant usage may result in throttling, suspension, or termination of access, which may affect Smarthub®’s functionality. 

 

3.2 Your Third-Party Platform Requirements and Representations 

You represent, warrant, and undertake that: 

 

(a) you have valid, active licences, subscriptions, or accounts for any Third-Party Platforms required to use the Services, including any necessary API access rights; 

(b) you have full authority to provide Smarthub® with any credentials, tokens, or permissions required to access such Third-Party Platforms on your behalf; 

(c) you will maintain such Third-Party Platform subscriptions or access rights throughout your use of the Services; 

(d) you will comply with all applicable terms, conditions, policies, and usage requirements of the relevant Third-Party Platforms; and 

(e) you will not use Smarthub® in any manner that violates the terms of service or acceptable use policies of any Third-Party Platform. 

 

3.3 Disclaimers Regarding Third-Party Platform Dependency 

We expressly disclaim all liability and make no representations or warranties regarding: 

(a) the availability, reliability, or performance of any Third-Party Platform or its APIs; 

(b) any Third-Party Platform’s compliance with its service level commitments to you; 

(c) the compatibility of Smarthub® with current or future versions of any Third-Party Platform or API; 

(d) any interruptions, errors, delays, or data loss caused by Third-Party Platform disruptions; 

(e) any rate limiting, throttling, or other restrictions imposed by Third-Party Platforms; 

(f) the accuracy, completeness, or timeliness of data retrieved from any Third-Party Platform; 

(g) any claims, disputes, or issues arising between you and any Third-Party Platform; or 

(h) any modifications, updates, or discontinuations of Third-Party Platform services or APIs. 

 

3.4 Third-Party Platform Properties 

You acknowledge and agree that: 

(a) all intellectual property rights and other proprietary rights in and to any Third-Party Platform (the “Third-Party Platform Properties”) are and remain the exclusive property of the applicable third party; 

(b) nothing in this Agreement grants you or us any ownership rights in such Third-Party Platform Properties; and 

(c) your use of any Third-Party Platform is governed by your separate agreement with the relevant third party. 

 

3.5 Effect of Third-Party Platform Termination or Unavailability 

(a) If your access to any required Third-Party Platform is suspended or terminated for any reason, Smarthub® may cease to function in whole or in part. 

(b) If a Third-Party Platform permanently discontinues access to its services or APIs, or permanently revokes our access in a manner that prevents us from providing the Services, either party may terminate this Agreement immediately by written notice. In such case, you will receive a pro-rata refund of prepaid Subscription Fees for the unused portion of the Subscription Period following termination. Neither party shall have any further liability except for obligations accrued prior to termination. 

(c) If a Third-Party Platform temporarily suspends access or introduces changes that materially impair (but do not completely eliminate) Smarthub®’s functionality for more than sixty (60) consecutive days, either party may terminate this Agreement in accordance with Clause 3.5(b). 

(d) We may utilise Sub-processors (as defined in this Agreement and further described in the Data Processing Addendum) to deliver the Services. While we take reasonable care in selecting Sub-processors, we are not liable for failures, breaches, or service disruptions caused by such Sub-processors beyond our reasonable control. 

 

3.6 Third-Party Partner Software 

Smarthub® may enable or integrate with Partner Software. Prodactive makes no representations or warranties of any kind, whether express or implied, regarding the functionality, security, reliability, or suitability of any Partner Software. 

Any security assurances or descriptions relating to Partner Software are provided for informational purposes only. Your use of Partner Software is entirely at your own discretion and risk. Certain Partner Software may be experimental or not intended for enterprise-level or production use and may contain defects or limitations. 

To the fullest extent permitted by law, Prodactive shall not be liable for any loss, damage, costs, or claims arising out of or in connection with the use, inability to use, or performance of any Partner Software. You agree that Prodactive shall have no responsibility for the acts, omissions, or software of any third-party partners. 

 

4. LICENCE GRANT AND RESTRICTIONS

4.1  Grant of Licence 

  Subject to your compliance with the terms of this Agreement and payment of applicable Subscription Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence during the Subscription Period to: 

(a)  access and use the Services via the Website for your internal business operations only; 

(b)  permit your Authorised Users to access and use the Services on your behalf; and 

(c)  receive and use the Documentation in connection with your use of the Services. 

4.2  Authorised Users 

(a)  You may designate Authorised Users up to the number permitted under your Subscription Tier. 

(b)  Each Authorised User must be an employee, agent, or independent contractor of yours or your affiliates. 

(c)  Each Authorised User must have their own unique login credentials and shall not share credentials with any other person. 

(d)  You are responsible for all acts and omissions of your Authorised Users as if they were your own acts and omissions, and you shall ensure that all Authorised Users comply with the terms of this Agreement, the AUP, and the DPA. 

4.3  Licence Restrictions 

  You shall not, and shall ensure that your Authorised Users do not: 

(a)  use the Services other than for your internal business operations, or commercially exploit the Services by selling, reselling, renting, leasing, licensing, sublicensing, distributing, or otherwise making the Services available to any third party; 

(b)  use the Services to build, develop, or provide a product or service that competes with Smarthub®; 

(c)  exceed the number of Authorised Users permitted under your Subscription Tier or use technology to enable more than one individual to access the Services under a single set of credentials; 

(d)  copy, modify, adapt, alter, create derivative works from, translate, reverse engineer, decompile, or disassemble any part of the Services or Documentation, except to the extent expressly permitted by Applicable Law; 

(e)  remove, obscure, or alter any copyright notices, trade marks, or other proprietary rights notices displayed in or on the Services; 

(f)  access the Services for purposes of monitoring availability, performance, or functionality, or for benchmarking or competitive purposes; 

(g)  access the Services to build a product using similar ideas, features, functions, or graphics; or 

(h)  use the Services in any manner that violates Applicable Law. 

 

5. ACCEPTABLE USE

5.1  You shall comply with our Acceptable Use Policy (available at https://www.getprodactive.com/legal/smarthub-acceptable-use-policy/), which is incorporated into and forms part of this Agreement. 

5.2  If we determine, acting reasonably, that you have breached the AUP, we may immediately suspend your access to the Services in accordance with Clause 17. 

5.3  If you fail to remedy a breach of the AUP within the timeframe specified in our notice, we may terminate this Agreement in accordance with Clause 14.2. 

 

6. CREDITS,BOLTS, BILLING, AND PAYMENT TERMS  

6.1  Credit and Bolt System and Subscription Tiers 

(a)  Access to and use of Smarthub® functionality is measured in Credits (also referred to as Bolts), which are consumed when Smarthub® executes actions on your behalf. Different actions consume different numbers of Credits/Bolts depending on the complexity and resources required, as specified in the Documentation. 

(b)  Credits/Bolts are only consumed when an action executes successfully; failed actions do not consume Credits/Bolts. 

(c)  Credits/Bolts are allocated on a monthly basis according to your Subscription Tier and the number of Authorised Users. Credits/Bolts expire at the end of each Subscription Period and do not roll over to subsequent periods. 

(d)  Your Subscription Tier determines your monthly Credit/Bolt allocation, Subscription Fees (if applicable), minimum Authorised User requirements, and other features. Current Subscription Tier options, Credit/Bolt allocations, pricing, and detailed terms are published on the Website and form part of your subscription terms. 

6.2  Overage and Additional Credits/Bolts 

(a)  If you exhaust your monthly Credit/Bolt allocation on a paid plan before the end of a Subscription Period, you may purchase additional Credits/Bolts or wait until your allocation renews at the start of the next Subscription Period. This does not apply to free plans as Credits/Bolts cannot be purchased on these plans. 

(b)  Free Tier users do not receive an emergency overage buffer. Once the monthly Credit/Bolt allocation is exhausted, no further actions will execute until the next Subscription Period. 

(c)  Additional Credits/Bolts purchased as a part of and during a Subscription Period expire at the end of that Subscription Period and do not roll over. Additional Credits/Bolts are non-refundable once purchased, whether used or unused. Payment for additional Credits/Bolts is due immediately upon purchase and will be charged to your payment method on file. 

6.3  Payment Terms for Paid Subscription Tiers 

(a)  Subscription Fees are billed monthly in advance at the start of each Subscription Period. 

(b)  You must provide valid payment card details and authorise us to charge such payment card for monthly Subscription Fees, overage charges, and additional Credit/Bolt purchases. 

(c)  All payments shall be made in the currency set out in the Documentation and will be processed immediately via our payment processor. 

(d)  You authorise us to charge your payment method automatically each Subscription Period for the applicable Subscription Fees. 

(e)  If any payment is declined or fails, we will attempt to notify you by email and provide you with 14 Calendar Days to update your payment method. If payment remains unsuccessful after 14 Calendar Days, your account will automatically be suspended, and we may suspend your access to features until payment is received. 

(f)  You are responsible for ensuring that your payment method details are current and that sufficient funds are available. 

6.4  Price Changes and Taxes 

(a)  We may increase Subscription Fees or modify Credit/Bolt allocations by providing you with at least 30 days’ prior written notice via email. The price change will take effect at the start of the Subscription Period following the notice period. 

(b)  If you do not accept the price increase, you may terminate your subscription in accordance with Clause 14.1 before the new pricing takes effect, and you will continue to receive the Services at the prior pricing until the end of your then-current Subscription Period. 

(c)  Continued use of the Services after the effective date of the price change constitutes your acceptance of the new pricing. 

(d)  All Subscription Fees and other charges are exclusive of taxes. You are responsible for paying all taxes, duties, levies, tariffs, and similar governmental charges (including VAT, sales tax, use tax, and withholding tax) arising from this Agreement or your use of the Services. Where VAT is applicable, we will add VAT at the prevailing rate and you shall pay such VAT in addition to the Subscription Fees. 

6.5  Refund Policy and Subscription Changes 

(a)  Subscription Fees are non-refundable except as expressly provided in this Agreement. You will not receive any refund or credit for: (i) unused Credits/Bolts at the end of any Subscription Period; (ii) Credits/Bolts remaining in your account if you downgrade or cancel your subscription; (iii) partial months of subscription; (iv) periods during which you did not use the Services; or (v) any other circumstances, except where we have materially breached this Agreement. 

(b)  You may upgrade your Subscription Tier at any time. The upgrade will take effect immediately, and you will be charged a pro-rated amount for the upgraded tier for the remainder of the current Subscription Period. 

(c)  You may downgrade your Subscription Tier by providing notice before the start of the next Subscription Period. Downgrades take effect at the start of the next Subscription Period. No refunds or credits are provided for downgrades. 

(d)  You may cancel your subscription at any time in accordance with Clause 14.1. Cancellation takes effect at the end of the then-current Subscription Period. 

6.6  Free Tier Special Terms 

  The Free Tier is provided without charge for evaluation, trial, and low-volume use purposes. We provide the Free Tier: (i) without any warranty, service level commitment, or guarantee of availability, performance, accuracy, or security; (ii) without any commitment to maintain the Free Tier or any specific Credit/Bolt allocation; (iii) with limited or no support beyond self-service Documentation; and (iv) with potential restrictions on features and functionality compared to paid tiers. We may terminate your access to the Free Tier at any time without notice or liability. 

 

7. SUPPORT SERVICES

7.1  Support Channels and Scope 

  We provide the following support: 

(a)  Documentation: Self-service user guides, help articles, and technical documentation available on the Website and within the Services. 

(b)  Email Support (Paid Tiers): You may submit support requests by email to contact@getprodactive.com. We will use reasonable efforts to respond to support requests within 2 Business Days, although response times are not guaranteed. 

 

  Support Services include assistance with: general questions about Smarthub® functionality and usage; troubleshooting issues with the Services (excluding issues caused by any Third-Party Platform, your configuration of such platforms, your internet connectivity, or your systems); questions about billing and Credit/Bolt consumption; and reporting bugs or technical issues. 

7.2  Support Exclusions and Limitations 

  Support Services do not include: custom development, consulting, or implementation services; training services beyond Documentation; on-site or telephone support; assistance with Third-Party Platforms; recovery of data deleted in accordance with our transient processing architecture; or assistance with issues caused by your breach of this Agreement. For support in relation to Partner Software (third-party tools accessible via Smarthub®), please contact the relevant partner or creator directly; Prodactive has no obligation to provide technical support for Partner Software. Consultancy support can be provided for a fee on request. 

 

  Free Tier users receive limited support via Documentation only. We may provide email support to Free Tier users in our sole discretion, but we have no obligation to do so. 

 

  We do not guarantee any specific uptime, availability, performance, or response time for the Services or Support Services. We will use commercially reasonable efforts to maintain the availability and performance of the Services, but we do not guarantee error-free or uninterrupted operation. 

 

8. INTELLECTUAL PROPERTY RIGHTS

8.1  Ownership of Services and Your Data 

(a)  As between you and us, we and our licensors own all Intellectual Property Rights in and to: (i) the Services (including all software, code, algorithms, technology, and Container architecture); (ii) the Website and all content thereon; (iii) the Documentation; (iv) all improvements, enhancements, modifications, and derivative works of the foregoing; and (v) all other materials we provide in connection with the Services. You acknowledge that the Services are licensed, not sold, to you. You acquire no ownership rights in the Services, and all rights not expressly granted under this Agreement are reserved to us. 

(b)  As between you and us, you retain all right, title, and interest in and to: (i) Customer Data residing in your Third-Party Platform accounts (ii) Account Data; and (iii) all Intellectual Property Rights in your data, content, and materials. We acquire no ownership rights in your Customer Data through the transient processing performed by Smarthub®. 

8.2  Licence Grant from You to Us 

  You hereby grant us a worldwide, non-exclusive, non-transferable, royalty-free licence during the Subscription Period to: 

(a)  access and use Customer Data solely to the extent necessary to provide the Services, including retrieving, processing within Containers, and immediately deleting Customer Data upon completion; 

(b)  store and use Account Data to provide you with access to the Services, including authentication, account management, and customer support; 

(c)  collect, store, and use Usage Data for billing, service improvement, analytics, and compliance with Applicable Law; and 

(d)  display your organisation’s name and logo on our Website and in our promotional materials to identify you as a Smarthub® customer, unless you notify us in writing that you object to such use. You may opt out of this at any time by emailing contact@prodactivesmarthub.com. We will remove your name and logo from our Website and promotional materials within thirty (30) days of receiving your opt-out notice. 

8.3  Feedback 

  If you or any Authorised User provides us with any suggestions, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), you grant us a worldwide, irrevocable, perpetual, sublicensable, transferable, royalty-free, non-exclusive licence to use, reproduce, modify, create derivative works from, and otherwise exploit such Feedback for any purpose, without any obligation of compensation to you. 

 

9. WARRANTIES AND DISCLAIMERS

9.1  Our Limited Warranty and Remedy 

(a)  We warrant that during the Subscription Period, the Services will perform substantially in accordance with the functionality described in the Documentation when used in accordance with this Agreement under normal conditions, and that we will perform the Services with reasonable care and skill in accordance with Good Industry Practice. 

(b)  If you notify us in writing of a breach of the warranty in Clause 9.1(a) within 10 Business Days of becoming aware of the breach, we will use commercially reasonable efforts to remedy the breach within 30 days. If we are unable to remedy the breach within 30 days, you may terminate the affected Services by providing written notice, and if you are on a paid Subscription Tier, we will provide a pro-rata refund of Subscription Fees paid in advance for the unused portion of the Subscription Period following termination. This Clause 9.1 constitutes your sole and exclusive remedy for any breach of the warranty in Clause 9.1(a). 

9.2  Warranty Exclusions and Disclaimers 

(a)  The warranty in Clause 9.1(a) does not apply to the extent any failure or defect in the Services arises from: (i) your use of the Services other than in accordance with this Agreement or the Documentation, or your use of the Services in combination with third-party software, hardware, or services (other than Third-Party Platforms expressly supported by the Services and our designated Sub-processors) where the Services would perform in accordance with the warranty but for such combination; (ii) modification or alteration of the Services by you or any third party without our prior written consent; (iii) failure or unavailability of any Third-Party Platform or its APIs, including interruptions, rate limiting, errors, or changes made by such third parties, or issues arising from your configuration of such platforms; (iv) failure of your internet connectivity, systems, or infrastructure, or failure or unavailability of our Sub-processors’ infrastructure, provided we have selected Sub-processors with appropriate capabilities; (v) your failure to install or implement any updates, patches, or fixes that we make available and recommend; (vi) events outside our control as defined in Clause 17.7; or (vii) use of the Free Tier. 

EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 9.1(a), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME. WE DO NOT WARRANT THAT THE SERVICES WILL MEET ANY SPECIFIC LEGAL, REGULATORY, OR COMPLIANCE REQUIREMENTS APPLICABLE TO YOUR BUSINESS OR INDUSTRY UNLESS WE HAVE EXPRESSLY AGREED IN WRITING TO PROVIDE SERVICES DESIGNED FOR SUCH REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR YOUR NEEDS. 

9.3  Your Warranties 

  You represent and warrant that: 

(a) you have full power and authority to enter into and perform your obligations under this Agreement; 

(b) if you are entering into this Agreement on behalf of an organisation or other legal entity, you have full authority to bind that organisation or entity to this Agreement; 

(c) you hold, or have lawfully obtained, all licences, subscriptions, permissions, accounts, access rights, and other authorisations necessary to use the Services and to connect any Customer Systems, third-party platforms, partner products, integrations, connectors, APIs, or related services used by you in connection with the Services; 

(d) you have all necessary rights, permissions, authorisations, and consents to provide or make available to us any credentials, tokens, keys, configuration settings, connection details, data, instructions, or access rights required for the Services, and to authorise us to access, use, process, transmit, and interact with the relevant Customer Systems and third-party services as contemplated by this Agreement; 

(e) your use of the Services, and your instruction to us to access or process data from any Customer System or third-party service, will comply with all Applicable Laws, applicable third-party terms, and your own internal policies and authorisations; 

(f) all information, materials, credentials, configuration details, and instructions you provide to us in connection with this Agreement are accurate, current, complete, and not misleading;  

(g) you will promptly update or correct any information, permissions, credentials, or authorisations that cease to be accurate, valid, or effective; and 

(h) we may rely on the validity of any credentials, permissions, configurations, instructions, and authorisations provided or made available by you or on your behalf unless we have actual knowledge that they are invalid. 

 

10. CUSTOMER DATA OWNERSHIP, BACKUP,RETENTION AND DELETION 

10.1  Data Ownership and System of Record 

(a) You retain all right, title, and interest in and to Customer Data. Except for the limited rights necessary to provide the Services and as otherwise set out in this Agreement, we do not acquire any ownership rights in Customer Data. 

(b) Unless expressly stated otherwise in the Documentation, Order Form, or applicable Service-specific terms, Smarthub® is not intended to serve as your sole or primary system of record for Customer Data. Your relevant source systems, connected third-party platforms, and business records remain your authoritative repositories. 

(c) Smarthub® may process and retain limited Customer Data, Account Data, Usage Data, configuration data, connection details, credentials or tokens in protected form, service metadata, logs, support records, audit records, and other related information to the extent reasonably necessary to provide, secure, maintain, support, bill for, troubleshoot, improve, and lawfully operate the Services. 

10.2  Backup and Customer Responsibilities 

(a) Unless expressly stated otherwise in the Documentation or Order Form, Smarthub® does not provide backup, archival, records-management, or disaster-recovery services for Customer Data stored in your source systems or connected third-party platforms. 

(b) You are responsible for maintaining appropriate backup, export, retention, legal hold, disaster recovery, and business continuity procedures for your Customer Data and source systems, and for determining the retention periods required by Applicable Law for your use case, industry, and jurisdictions. 

(c) Where Smarthub® offers a retention configuration, compliance profile, or deletion setting for a particular Service, connector, or regulated workflow, such functionality will be governed by the applicable Documentation, Order Form, or Service-specific terms. Unless expressly agreed otherwise, you remain responsible for selecting settings appropriate to your legal and regulatory obligations. 

10.3  Data Extraction and Export 

 (a) During the Subscription Period, you may access and export Customer Data from your relevant source systems and connected third-party platforms using the functionality made available by those systems and any export or reporting features that Smarthub® may make available from time to time. 

(b) To the extent made available in the Documentation, Smarthub® may provide export or reporting functionality for certain Account Data, Usage Data, configuration data, audit information, or other service-related records, subject to security, authentication, and technical limitations. 

(c) Smarthub® is not required to provide extraction, export, or portability of data beyond what is expressly described in the Documentation, Order Form, or Applicable Law. 

10.3  Retention and Deletion Upon Termination  

(a) Smarthub® will retain and delete Customer Data and related records in accordance with: 
(i) the nature of the relevant Service and processing activity; 
(ii) the applicable Documentation, Order Form, or Service-specific terms; 
(iii) any retention settings or compliance options expressly made available by Smarthub® for the applicable Service; and 
(iv) Applicable Law, regulatory requirements, lawful orders, fraud-prevention needs, audit requirements, dispute resolution needs, and legitimate security and operational requirements. 

(b) Upon termination or expiry of this Agreement, we will disable or terminate access to the Services and, subject to this Clause 10.4, delete, anonymise, render inaccessible, or securely retain relevant data in accordance with the applicable retention schedule and our legal, security, accounting, and operational obligations. 

(c) Credentials, tokens, secrets, and similar connection artefacts associated with terminated Services will be deleted, revoked, or rendered unusable within the period set out in the Documentation or our standard deprovisioning procedures, except to the extent temporary retention is reasonably necessary for security investigation, fraud prevention, incident response, legal compliance, or dispute resolution. 

(d) Account Data, Usage Data, logs, support records, billing records, audit records, and similar service-related records may be retained after termination for the period reasonably necessary for account closure, reactivation requests, billing reconciliation, fraud prevention, legal compliance, dispute resolution, security, and enforcement of this Agreement, after which they will be deleted, anonymised, or de-identified in accordance with the applicable retention schedule. 

(e) We may retain anonymised, aggregated, or de-identified data for analytics, security, product improvement, benchmarking, and service operations, provided that such data does not identify you or any individual and cannot reasonably be re-associated with them. 

 

  Upon your written request submitted within the period specified in the Documentation or applicable offboarding process, we will provide written confirmation that we have completed deletion, anonymisation, revocation, or deprovisioning of the applicable data and connection artefacts in accordance with this Clause 10, except to the extent retention is required or permitted by Applicable Law or reasonably necessary for security, audit, billing, fraud prevention, dispute resolution, backup recovery, or other legitimate operational purposes. 

 

11. LIMITATION OF LIABILITY

11.1  Excluded Losses 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS, GOODWILL, OR BUSINESS OPPORTUNITY; LOSS OR CORRUPTION OF DATA OR INFORMATION; BUSINESS INTERRUPTION; WASTED MANAGEMENT TIME; HARM TO REPUTATION; OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.2  Liability Cap 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED: (a) FOR CUSTOMERS ON THE FREE TIER: $100 (ONE HUNDRED US DOLLARS); (b) FOR CUSTOMERS ON A PAID SUBSCRIPTION TIER: THE GREATER OF (i) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO US DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE; OR (ii) $1,000 (ONE THOUSAND US DOLLARS). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT. ALL CLAIMS SHALL BE AGGREGATED FOR THE PURPOSE OF CALCULATING WHETHER THE CAP HAS BEEN REACHED. 

11.3  Exceptions to Liability Limitations 

  The limitations and exclusions in Clauses 11.1 and 11.2 DO NOT APPLY TO: 

(a)  our liability for death or personal injury caused by our negligence; 

(b)  our liability for fraud or fraudulent misrepresentation; 

(c)  your obligation to pay Subscription Fees, overage charges, or other amounts due under this Agreement; 

(d)  your liability for breach of Clauses 4.3 (Licence Restrictions) or Clause 5 (Acceptable Use Policy); 

(e)  your liability for infringement or misappropriation of our Intellectual Property Rights; 

(f)  your liability under Clause 15 (Indemnification); 

(g)  liability for breach of Clause 16 (Confidentiality); or 

(h)  any other liability that cannot be limited or excluded by Applicable Law. 

11.4  Third-Party Platform Dependency 

  We shall have no liability whatsoever for any interruption, delay, error, or failure of the Services caused by Third-Party Platform API or Services, as further described in Clause 3.3. 

 

12. DATA PROTECTION

12.1  The parties’ data protection and processing obligations are set out in the Data Processing Addendum (available at https://www.getprodactive.com/legal/smarthub-data-processing-addendum/), which is incorporated into and forms part of this Agreement. 

12.2  You shall comply with the DPA and all Applicable Data Protection Laws in your use of the Services. 

12.3  We shall comply with the DPA and all Applicable Data Protection Laws in our provision of the Services. 

12.4  With respect to Personal Data for which we act as Controller (Account Data and Usage Data), our processing practices are described in our Privacy Policy (available at https://www.getprodactive.com/legal/smarthub-privacy-policy/), which is incorporated into this Agreement by reference. 

 

13. MODIFICATION OF AGREEMENT TERMS

13.1  We may modify this Agreement (including the DPA, AUP, and Privacy Policy) from time to time by publishing a revised version on the Website. 

13.2  We will provide you with at least 30 days’ prior notice of any material changes by sending an email to the email address associated with your account or posting a notice on the Website or within the Services. 

13.3  Your continued access to or use of the Services after the effective date of the modified Agreement constitutes your acceptance of the changes. If you do not agree to the modified Agreement, you must discontinue use of the Services before the effective date of the changes. 

13.4  If you object to any material change that materially reduces your rights or materially increases your obligations, you may terminate this Agreement by providing written notice to us within 30 days after receiving notice of the modified Agreement. Termination will take effect at the end of your then-current Subscription Period, and you will be entitled to a pro-rata refund of any prepaid Subscription Fees for the unused portion of the Subscription Period following termination. 

13.5  Notwithstanding the notice periods in Clause 13.2, we may make changes to this Agreement immediately and without advance notice if required to comply with Applicable Law, court orders, or requirements imposed by regulatory authorities. 

 

14. TERM AND TERMINATION

14.1  Term and Automatic Renewal 

(a)  This Agreement commences on the Effective Date and continues until terminated in accordance with this Clause 14. 

(b)  Each Subscription Period is one calendar month in duration. Your subscription will automatically renew for successive one-month Subscription Periods unless: (i) you cancel your subscription before the end of the then-current Subscription Period; (ii) we terminate your subscription or this Agreement; or (iii) your payment method fails and you do not provide updated payment information within the timeframe specified in Clause 6.3(e). 

(c)  You may cancel your subscription at any time by using the cancellation feature within your account dashboard or sending written notice of cancellation to billing@prodactivesmarthub.com. Cancellation will take effect at the end of your then-current Subscription Period. No refunds or credits will be provided for any unused portion of a Subscription Period except as expressly provided in this Agreement. 

14.2  Termination for Breach 

(a)  Either party may terminate this Agreement immediately by providing written notice to the other party if the other party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy the breach within 30 days after receiving written notice specifying the breach. 

(b)  The following shall be deemed material breaches that are not capable of remedy: (i) your breach of Clause 4.3 (Licence Restrictions); (ii) your breach of the AUP involving illegal content or activity; (iii) your infringement or misappropriation of our Intellectual Property Rights; or (iv) your failure to pay Subscription Fees or other amounts due, where such failure continues for more than 30 days after written notice. 

14.3  Termination for Convenience 

(a)  We may terminate this Agreement for convenience by providing you with at least 90 days’ prior written notice. If we exercise this right: (i) you will continue to have access to the Services until the effective date of termination; (ii) you will receive a pro-rata refund of any Subscription Fees paid in advance for the unused portion of the Subscription Period following termination; and (iii) you will not be charged any early termination fees or penalties. 

14.4  Effect of Termination 

  Upon termination or expiry of this Agreement: 

(a)  all licences and rights granted to you under this Agreement shall immediately terminate; 

(b)  you and all Authorised Users shall immediately cease accessing and using the Services; 

(c)  we may immediately deactivate your account and prevent any further access to the Services; 

(d)  all Smarthub® processing of Customer Data shall immediately cease; 

(e)  we shall delete or return data in accordance with Clause 10.3 and the DPA; 

(f)  you shall remain liable for all Subscription Fees, overage charges, and other amounts incurred prior to the effective date of termination, and for any Subscription Fees due for the remainder of the then-current Subscription Period if termination is due to your breach; and 

(g)  refunds, if any, shall be provided as expressly stated in this Agreement. 

14.5  Survival 

  The following provisions shall survive termination or expiry of this Agreement: Clause 1 (Definitions and Interpretation); Clause 6.4 and 6.5 (to the extent relating to obligations accrued prior to termination); Clause 8 (Intellectual Property Rights), excluding Clause 8.2; Clause 10 (Customer Data Ownership, Backup, and Deletion); Clause 11 (Limitation of Liability); Clause 12 (Data Protection), to the extent provided in the DPA; Clauses 14.4 and 14.5 (Effect of Termination and Survival); Clause 15 (Indemnification); Clause 16 (Confidentiality); Clause 17 (General Provisions); Clause 18 (Reseller Access); Clause 19 (Governing Law and Jurisdiction); and any other provisions which by their nature are intended to survive termination. 

 

15. INDEMNIFICATION

  You shall defend, indemnify, and hold harmless us, our affiliates, Sub-processors, and our and their respective officers, directors, employees, and agents from and against any and all claims, demands, suits, proceedings, liabilities, judgments, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of any representation, warranty, or obligation under this Agreement (including the AUP or DPA); (b) your use of the Services in violation of this Agreement or Applicable Law; (c) your violation of any third-party rights, including Intellectual Property Rights or privacy rights; (d) Customer Data, including any claims that Customer Data infringes or misappropriates any third-party rights or violates Applicable Law; (e) your breach of your agreement with the relevant Third-Party Platform or your violation of their terms or policies; (f) any acts or omissions of your Authorised Users in connection with their use of the Services; (g) your failure to comply with Applicable Data Protection Laws in your capacity as Controller; or (h) any unauthorised access to or use of your account or Third-Party Platform API credentials resulting from your failure to maintain adequate security. 

 

16. CONFIDENTIALITY

16.1  Definition and Exclusions 

(a)  “Confidential Information” means all non-public, proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement that: (i) is identified as confidential at the time of disclosure; or (ii) based on its nature or the circumstances of its disclosure, a reasonable person would understand to be confidential. Our Confidential Information includes the Services, Documentation, pricing, security measures, and business strategies. Your Confidential Information includes Account Data (including relevant Third-Party Platform API credentials), Usage Data, and your business information. 

(b)  Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no breach of this Agreement; (iii) was rightfully in the Receiving Party’s possession prior to disclosure; (iv) is rightfully received from a third party without breach of any confidentiality obligation; or (v) is independently developed without reference to the Disclosing Party’s Confidential Information. 

16.2  Confidentiality Obligations 

(a)  The Receiving Party shall: (i) hold the Disclosing Party’s Confidential Information in strict confidence; (ii) not use the Disclosing Party’s Confidential Information except as expressly permitted by this Agreement; (iii) not disclose the Disclosing Party’s Confidential Information to any third party except as permitted by Clause 16.2(b); (iv) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (v) limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those in this Clause 16. 

(b)  The Receiving Party may disclose the Disclosing Party’s Confidential Information: (i) to its representatives as permitted by Clause 16.2(a)(v); (ii) to the extent required by Applicable Law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of the requirement (unless prohibited), cooperates with any efforts by the Disclosing Party to seek a protective order, discloses only the minimum Confidential Information required, and uses reasonable efforts to obtain assurance that confidential treatment will be accorded; or (iii) with the prior written consent of the Disclosing Party. 

16.3  Return, Destruction, and Remedies 

(a)  Upon the earlier of: (i) termination or expiry of this Agreement; (ii) the Disclosing Party’s written request; or (iii) completion of the purpose for which Confidential Information was disclosed, the Receiving Party shall, at the Disclosing Party’s election, return or destroy all copies of the Disclosing Party’s Confidential Information. The Receiving Party may retain Confidential Information to the extent required by Applicable Law, provided such retained information remains subject to the confidentiality obligations in this Clause 16. 

(b)  The Receiving Party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. The Disclosing Party shall be entitled to seek equitable relief, including injunctions and specific performance, to prevent or remedy any breach of this Clause 16, without the need to post a bond or prove actual damages. 

16.4  Duration 

  The obligations of confidentiality set forth in this Clause 16 shall survive termination or expiry of this Agreement for a period of 3 years, except that Confidential Information that constitutes a trade secret shall remain confidential for so long as it qualifies as a trade secret under Applicable Law. 

 

17. GENERAL PROVISIONS

17.1  Entire Agreement 

  This Agreement (including the DPA, AUP, Privacy Policy, and any other policies expressly incorporated by reference) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether written or oral. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty that is not set out in this Agreement. Nothing in this Clause 17.1 shall limit or exclude any liability for fraud or fraudulent misrepresentation. 

17.2  Assignment and Transfer 

  You may not assign any of your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations under this Agreement: (a) to any holding company, affiliate or subsidiary of Prodactive Labs Ltd; (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets or business; or (c) to any other third party without your prior written consent. We will provide you with notice of any assignment, and such assignment shall not materially reduce our obligations or your rights under this Agreement. 

17.3  Modifications, Waivers, and Severability 

(a)  No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. No waiver shall be effective unless it is in writing and signed by the party granting the waiver. 

(b)  If any provision of this Agreement is found by any court or competent authority to be invalid, illegal, or unenforceable, that provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the remaining provisions shall not be affected. If any invalid provision would be valid if some part of it were deleted or modified, that provision shall apply with such deletions or modifications as may be necessary to make it valid. 

17.4  Notices 

(a)  Any notice or other communication required under this Agreement shall be in writing and in English. 

(b)  Notices to you shall be sent to the email address associated with your account. Notices to us shall be sent to legal@prodactivesmarthub.com or to Prodactive Labs Ltd, 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF, England, marked for the attention of: Legal Department. 

(c)  A notice shall be deemed to have been received: (i) if sent by email, 24 hours after the email was sent, provided no delivery failure notification is received; (ii) if sent by first-class post within the United Kingdom, on the second Business Day after posting; (iii) if sent by international post, on the fifth Business Day after posting. 

17.5  Relationship of the Parties and Third-Party Rights 

(a)  Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party shall have any authority to bind or make any commitment on behalf of the other party. 

(b)  Except as expressly provided in Clause 3.4, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement. 

17.6  Costs, Publicity, and Compliance with Laws 

(a)  Except as otherwise expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement. 

(b)  Each party shall comply with all Applicable Laws in the performance of its obligations under this Agreement. You shall comply with all applicable export control laws and regulations. You represent and warrant that you are not located in, or a national or resident of, any country subject to a UK or US government embargo or designated as a “terrorist supporting” country, and are not listed on any UK or US government list of prohibited or restricted parties. 

17.7  Events Outside Our Control (Force Majeure) 

  We shall not be liable for any failure to perform, or delay in performing, any of our obligations under this Agreement to the extent that such failure or delay is caused by an event, circumstance, or cause beyond our reasonable control, including: acts of God; war, terrorism, or civil unrest; strikes or industrial action; failure or interruption of telecommunications networks, internet service providers, or utility services; failure, unavailability, or termination of the applicable Third-Party Platform API or Services; failure or unavailability of Sub-processor infrastructure; acts or omissions of third parties; government actions or regulations; cyberattacks by third parties where we have implemented security measures in accordance with Good Industry Practice; or any other cause beyond our reasonable control. 

 

  If an event outside our control occurs: (a) our obligations under this Agreement shall be suspended for the duration of the event; (b) we shall use reasonable endeavours to find alternative means of performing our obligations and to mitigate the effects of the event; and (c) we shall notify you as soon as reasonably practicable of the occurrence and expected duration of the event. If an event outside our control continues for more than 60 consecutive days, either party may terminate this Agreement by providing written notice to the other party, and upon such termination, you will receive a pro-rata refund of prepaid Subscription Fees for the unused portion of the Subscription Period following termination. Events outside our control do not excuse your obligation to pay Subscription Fees, overage charges, or other amounts due under this Agreement. 

 

18. RESELLER ACCESS

18.1  Where your access to the Platform is provided through an authorised Smarthub® Reseller Partner, this Agreement applies to you in full regardless of the commercial arrangement between you and the Reseller. The Reseller is not a party to this Agreement and is not authorised to modify or waive any of its terms on Prodactive’s behalf. 

 

18.2  Your subscription, Credit/Bolt allocation, and access to the Platform may be managed by the Reseller on your behalf. You acknowledge that billing and payment for your access may be handled between the Reseller and Prodactive rather than directly between you and Prodactive. 

 

18.3  Where a Reseller has purchased Bolts on your behalf and the Reseller fails to meet its payment obligations to Prodactive, Prodactive reserves the right to suspend your access to the Platform. Prodactive will use reasonable endeavours to notify you of any such suspension and, at its discretion, may offer you the opportunity to transition to a direct subscription with Prodactive to maintain continuity of service. 

 

18.4  Prodactive shall not be liable to you for any interruption or loss of service arising from a Reseller’s failure to pay or any other breach by the Reseller of its obligations to Prodactive. 

 

18.5  If you wish to transition from Reseller-managed access to a direct subscription with Prodactive at any time, please contact us at contact@prodactivesmarthub.com 

 

19. GOVERNING LAW ANDJURISDICTION 

19.1  This 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 laws of England and Wales. 

19.2  The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Clause 18.2 shall limit our right to take proceedings against you in any other court of competent jurisdiction. 

 

— 

 

END OF AGREEMENT 

 

Version 4.0  |  Effective Date: 31/03/2026  |  Last Updated: 31/03/2026

 

IMPORTANT: This Agreement incorporates by reference: 

• the Data Processing Addendum (available at: https://www.getprodactive.com/smarthub-data-processing-addendum/), 

• the Acceptable Use Policy (available at https://www.getprodactive.com/smarthub-acceptable-use-policy/),  

• and the Privacy Policy (available at https://www.getprodactive.com/legal/smarthub-privacy-policy/  

Please ensure you read all three documents.