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, 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. SMARTSHEET REQUIREMENT: Smarthub requires you to maintain a valid Smartsheet licence, which must be purchased separately from Smartsheet Inc. Smarthub can only be used in conjunction with the Smartsheet Services. Smartsheet and Smartsheet Services are the property of Smartsheet Inc. and remain the property of Smartsheet.
2. WHAT SMARTHUB DOES: Smarthub is an automation platform that connects to your Smartsheet account and executes actions triggered by events within your Smartsheet sheets, dashboards, and workspaces using a Container-based architecture.
3. SMARTSHEET’S ROLE: Smartsheet Inc. has 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. REPORT ABUSE: If you suspect any abuse of the Smartsheet Services in connection with Smarthub, you can report it using the Smartsheet Report Abuse form at https://www.smartsheet.com/abuse
5. YOUR DATA: Smarthub will process data in your Smartsheet 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/data-privacy/).
6. 6. INCORPORATED POLICIES: This Agreement incorporates by reference our Data Processing Addendum (available at https://www.getprodactive.com/smarthub-data-processing-addendum/) and Acceptable Use Policy (available at https://www.getprodactive.com/smarthub-acceptable-use-policy/).
7. 7. BUSINESS USE ONLY: This Agreement is for business-to-business transactions only. If you are a consumer, you must not accept this Agreement.
8. 8. AUTHORITY: By accepting this Agreement, you represent that you have authority to bind your organisation to these terms.

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

“Account Data” means your name, email address, Smartsheet 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. 

“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 Smartsheet account. 

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

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

“Data Processing Addendum” or “DPA” means our data processing addendum available at https://www.getprodactive.com/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. 

“Privacy Policy” means our privacy policy available at https://www.getprodactive.com/legal/data-privacy/, as updated from time to time in accordance with Clause 13. 

“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. 

“Smartsheet API” means the application programming interface provided by Smartsheet that allows Smarthub to interact with your Smartsheet account. 

“Smartsheet Properties” means the Smartsheet Services, Smartsheet API, Smartsheet software, Smartsheet trade marks, Smartsheet branding, and all other intellectual property, technology, and materials owned by or licensed to Smartsheet Inc. 

“Smartsheet Services” means the cloud-based collaboration and project management services provided by Smartsheet Inc. under separate agreement between you and Smartsheet. 

“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 allocations, pricing, and minimum Authorised User requirements as specified on the Website at the time of subscription. 

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

“Website” means www.getprodactive.com/smarthub 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 automation platform that connects to your Smartsheet account and executes actions triggered by events within your Smartsheet sheets, dashboards, and workspaces. Smarthub operates through a Container-based architecture that processes your data transiently without persistent storage. 

2.2 The Services include: 

(a) web-based access portal at www.getprodactive.com/smarthub; 

(b) authentication and connection to your Smartsheet account via your Smartsheet API credentials; 

(c) event-triggered automation capabilities as described in the Documentation; 

(d) Container-based processing that executes actions and immediately deletes processed data; 

(e) Credit allocation and consumption tracking dashboard; and 

(f) email support as specified in Clause 7. 

2.3 The Services require: 

(a) a valid, active Smartsheet enterprise licence with API access capabilities; 

(b) your Smartsheet API credentials with appropriate permissions; 

(c) sufficient Credits allocated to your account to execute desired actions; and 

(d) internet connectivity and a modern web browser as specified in the Documentation. 

2.4 Smarthub processes Customer Data transiently in Containers which are destroyed immediately after each action completes. When an event in your Smartsheet account triggers an action, the relevant Customer Data enters a Container, the action executes, and upon completion (whether successful or failed) the Container and all Customer Data within it are permanently deleted. Smarthub does not maintain databases, archives, or persistent storage of Customer Data. The only data Smarthub retains are: (a) Account Data necessary to provide you with access to the Services; and (b) Usage Data necessary for billing, support, and service improvement. 

2.5 You acknowledge and agree that: (i) your Smartsheet account is your authoritative data repository; (ii) Smarthub does not provide data backup, archival, or recovery services; (iii) any data recovery requirements must be addressed through your Smartsheet backup procedures; and (iv) we cannot retrieve or reconstruct Customer Data after Container destruction. 

3. SMARTSHEET DEPENDENCY AND THIRD-PARTY PLATFORM RISKS

3.1 Critical Dependency and Limitations 

(a) Smarthub’s functionality depends entirely on the availability and proper operation of the Smartsheet API, which is provided by Smartsheet Inc., a third party over which we have no control. 

(b) Smarthub operates as an intermediary service that interacts with your Smartsheet account on your behalf but does not replace, duplicate, or provide independent functionality separate from Smartsheet. 

(c) If Smartsheet modifies, suspends, rate-limits, or discontinues API access, Smarthub’s functionality may be materially affected or rendered inoperable. 

(d) Smartsheet imposes rate limits on API calls, which may restrict the frequency or volume of actions Smarthub can perform on your behalf. You acknowledge that excessive API usage may result in Smartsheet throttling or suspending your API access, which will affect Smarthub’s functionality. 

3.2 Your Smartsheet Requirements and Representations 

You represent, warrant and undertake that: 

(a) you have a valid, active Smartsheet enterprise licence that includes API access capabilities; 

(b) you have full authority to provide your Smartsheet API credentials to Smarthub; 

(c) you will maintain your Smartsheet subscription throughout your use of the Services; 

(d) you will comply with all terms and conditions of your agreement with Smartsheet, including Smartsheet’s Acceptable Use Policy and API usage policies; and 

(e) you will not use Smarthub in any manner that violates Smartsheet’s terms of service. 

3.3 Disclaimers Regarding Smartsheet Dependency 

We expressly disclaim all liability and make no representations or warranties regarding: (a) the availability, reliability, or performance of the Smartsheet API or Smartsheet Services; (b) Smartsheet’s compliance with its service level commitments to you; (c) the compatibility of Smarthub with future changes to the Smartsheet API; (d) any interruptions, errors, or data loss caused by Smartsheet service disruptions; (e) Smartsheet’s rate limiting, throttling, or other restrictions on API usage; (f) the accuracy, completeness, or timeliness of data retrieved from your Smartsheet account; (g) any claims, disputes, or issues arising between you and Smartsheet; or (h) any modifications, updates, or discontinuations of Smartsheet Services or API functionality. 

3.4 Smartsheet Properties 

You acknowledge and agree that: 

(a) all Smartsheet Properties are and remain the exclusive property of Smartsheet Inc.; 

(b) nothing in this Agreement grants you or us any ownership rights in Smartsheet Properties; and 

(c) your use of Smartsheet Services is governed by your separate agreement with Smartsheet Inc. 

3.5 Effect of Smartsheet Service Termination or Unavailability 

(a) If your Smartsheet account is suspended or terminated for any reason, Smarthub will cease to function. 

(b) If Smartsheet permanently discontinues API access or permanently revokes our access to the API such that we are unable to provide the Services, either party may terminate this Agreement immediately by providing written notice to the other party, and 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 liability to the other party for such termination, except for obligations that accrued prior to termination. 

(c) If Smartsheet temporarily suspends API access or makes changes to the API that materially impair but do not completely eliminate Smarthub’s functionality for more than 60 consecutive days, either party may terminate this Agreement in accordance with Clause 3.5(b). 

(d) We utilise third-party infrastructure providers to deliver the Services, including Supabase and Amazon Web Services, as further detailed in the DPA. We are responsible for selecting Sub-processors with appropriate security and data protection measures, but we are not liable for failures, breaches, or service disruptions caused by Sub-processors beyond our reasonable control. 

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. 5. ACCEPTABLE USE

5.1 You shall comply with our Acceptable Use Policy (available at https://www.getprodactive.com/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, BILLING, AND PAYMENT TERMS

6.1 Credit System and Subscription Tiers 

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

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

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

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

6.2 Overage and Additional Credits 

(a) If you exhaust your monthly Credit allocation before the end of a Subscription Period, you may purchase additional Credits or wait until your Credit allocation renews at the start of the next Subscription Period. 

(b) Emergency Overage Buffer (Paid Tiers Only): If you are subscribed to a paid Subscription Tier, we automatically charge you for and provide an emergency overage buffer of £50. If you exhaust your monthly Credit allocation, Smarthub will continue executing actions and charge you for the additional Credits consumed, up to a maximum overage charge of £50. Once the £50 overage limit is reached, Smarthub will automatically suspend execution of further actions until you purchase additional Credits or your Credit allocation renews. You authorise us to charge your payment method on file for any overage charges incurred. Overage charges will be billed immediately upon reaching the £50 threshold or at the end of the Subscription Period, whichever occurs first. 

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

(d) We will send you email notifications when you reach 75%, 90%, and 100% of your Credit allocation, and when approaching the £50 overage limit. 

(e) Additional Credits purchased during a Subscription Period expire at the end of that Subscription Period and do not roll over. Additional Credits are non-refundable once purchased, whether used or unused. Payment for additional Credits 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 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 5 Business Days to update your payment method. If payment remains unsuccessful after 5 Business Days, your account will automatically downgrade to the Free Tier, and we may suspend your access to paid 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 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 at the end of any Subscription Period; (ii) Credits 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 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. 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 hello@prodactive.co.uk. 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; guidance on configuring automations; troubleshooting issues with the Services (excluding issues caused by Smartsheet, your Smartsheet configuration, your internet connectivity, or your systems); questions about billing and Credit consumption; and reporting bugs or technical issues. 

7.2 Support Exclusions and Limitations 

Support Services do not include: assistance with your Smartsheet account (contact Smartsheet support); custom development, consulting, or implementation services; training services beyond Documentation; on-site or telephone support; assistance with third-party products; recovery of data deleted in accordance with our transient processing architecture; or assistance with issues caused by your breach of this Agreement. 

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. 

Except as may be separately agreed in writing for Enterprise Tier customers, 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 Smartsheet account; (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 name and logo on our Website and in our promotional materials to identify you as a customer, unless you notify us in writing that you object to such use. 

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 Smartsheet 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 the Smartsheet API or Smartsheet Services, including interruptions, rate limiting, errors, or changes made by Smartsheet, or issues arising from your Smartsheet account configuration; (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. 

(b) 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, you have authority to bind that organisation to these terms; 

(c) you have a valid, active Smartsheet enterprise licence with API access capabilities; 

(d) you have all necessary rights, permissions, and consents to provide us with your Smartsheet API credentials and to grant us access to your Smartsheet account as contemplated by this Agreement; 

(e) your use of the Services will comply with all Applicable Laws; and 

(f) all information you provide to us in connection with this Agreement is accurate, current, and complete. 

10. CUSTOMER DATA OWNERSHIP, BACKUP, AND DELETION

10.1 Data Ownership and Backup Responsibility 

(a) You retain all right, title, and interest in and to Customer Data. We do not acquire any ownership rights in Customer Data through the transient processing performed by Smarthub. Your authoritative data repository is and remains your Smartsheet account, not Smarthub. 

(b) As described in Clause 2.4, Smarthub processes Customer Data transiently within Containers and does not maintain persistent storage. We do not provide data backup, archival, or recovery services for Customer Data. 

(c) You are solely responsible for: (i) maintaining adequate backups of all data in your Smartsheet account; (ii) implementing appropriate backup and disaster recovery procedures; (iii) ensuring business continuity in the event of service disruptions; and (iv) complying with any legal or regulatory requirements for data retention. If data is lost or corrupted in your Smartsheet account, we cannot recover or reconstruct such data from Smarthub. 

10.2 Data Extraction and Export 

At any time during the Subscription Period, you may access and extract Customer Data directly from your Smartsheet account using Smartsheet’s export features. We do not provide any data extraction, export, or portability features for Customer Data. You may at any time export your Account Data (excluding Smartsheet API credentials for security reasons) and Usage Data from your Smarthub account dashboard. 

10.3 Deletion Upon Termination 

Upon termination or expiry of this Agreement: 

(a) any Customer Data in Containers at the time of termination will be deleted immediately; 

(b) we will delete your Smartsheet API credentials from our systems within 30 days; 

(c) we will retain your Account Data (excluding API credentials) and Usage Data for 180 days following termination to allow for account reactivation, billing reconciliation, and resolution of disputes; 

(d) after 180 days, we will delete or anonymise all Account Data and Usage Data, except to the extent required by Applicable Law; 

(e) upon your written request submitted before or within 30 days after termination, we will provide you with a copy of your Account Data (excluding API credentials) and a summary report of your Usage Data for the preceding 12 months; and 

(f) we may retain anonymised, aggregated Usage Data indefinitely for analytics and service improvement, provided such data cannot reasonably be used to identify you or any individual. 

Upon your written request after deletion in accordance with this Clause 10.3, we will provide written confirmation that we have deleted your Account Data and Smartsheet API credentials. 

10.4 No Liability for Data Loss 

To the maximum extent permitted by Applicable Law, we shall have no liability to you for any loss, corruption, or unavailability of Customer Data, whether during the Subscription Period or following termination, or for any inability to recover or reconstruct Customer Data from Smarthub. This does not limit our liability for gross negligence or wilful misconduct. 

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 POUNDS STERLING); 

(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 POUNDS STERLING). 

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 Smartsheet Dependency 

We shall have no liability whatsoever for any interruption, delay, error, or failure of the Services caused by the Smartsheet API or Smartsheet 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/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/data-privacy/, 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 hello@prodactive.co.uk. 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 (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 Smartsheet or your violation of Smartsheet’s 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 Smartsheet 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 Smartsheet 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 hello@prodactive.co.uk 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 (Smartsheet Properties), 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 Smartsheet API or Smartsheet 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. GOVERNING LAW AND JURISDICTION

18.1 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. 

18.2 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. 

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END OF AGREEMENT 

Version 1.0 

Effective Date: 4/11/2025 

Last Updated: 4/11/2025

IMPORTANT: This Agreement incorporates by reference the Data Processing Addendum (available at https://www.getprodactive.com/smarthub-data-processing-addendum/) and the Acceptable Use Policy (available at https://www.getprodactive.com/smarthub-acceptable-use-policy/). Please ensure you read all three documents.