These Terms of Service (the "Agreement") govern Customer's access to and use of the Service provided by Yes-But-How Ltd ("Company", "we", "us", or "our"). By (a) connecting a Jira account to the Service, (b) signing up for an access plan for the Service, or (c) clicking a box indicating acceptance, Customer agrees to be bound by its terms.
The individual accepting this Agreement does so on behalf of a company or other legal entity ("Customer"); such individual represents and warrants that they have the authority to bind such entity to this Agreement. The Service is offered solely to legal entities for business purposes and not to natural persons acting in a consumer capacity. Capitalised terms have the definitions set forth herein.
The Company is the owner and provider of Recadence.ai, a cloud-based software platform that integrates with Atlassian Jira to index, analyse, and display project and issue data to authorised users (the "Service"). The Service retrieves data from Customer's Jira instance via authorised API connections, indexes selected project data, and presents it to users through a web application and a Jira plugin.
The Service may include features allowing Users to submit notes, annotations, role classifications, and other operational inputs within the Service ("User-Generated Notes"). User-Generated Notes are intended for operational purposes, such as recording planned actions or classifying team roles, and should not contain Personal Data. Customer is responsible for ensuring that its Users do not include Personal Data in User-Generated Notes. If Customer has concerns about the processing of User-Generated Notes, the Company may disable the relevant features upon request.
Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provides through the Service, including User-Generated Notes, is considered a "User Submission". Customer is solely responsible for all User Submissions it contributes to the Service.
The Service connects to Customer's Jira instance via Atlassian's app platform (including Atlassian Connect, Forge, or successor frameworks). The Service includes a plugin accessible within Jira (the "Jira Plugin"). The Jira Plugin displays indexed data to Users but will only show projects to which the given Jira user already has access within Jira, as determined at the API gateway level. The Company does not expand or alter User permissions beyond those already configured by Customer within Jira.
The Service may include artificial intelligence features, including automated summaries and analytical insights derived from indexed data ("AI Features"). AI Features process only anonymised Operational Metadata and User-Generated Notes (each as defined in Section 1.8) and do not transmit Personal Data, Content Data, or Excluded Data (each as defined in Section 1.8) to external AI providers. AI Features may be processed by third-party AI model providers located outside the EU/UK; however, only anonymised, non-personal data is transmitted to such providers.
Customer may request that AI Features be disabled entirely for its account by contacting the Company; such changes will be made as an internal configuration change within a reasonable timeframe. The Company currently offers the ability to select from available AI providers as a convenience, but reserves the right to modify, limit, or discontinue provider selection at its discretion. The Company will disclose which AI providers are in use upon Customer's request.
Subject to the terms of this Agreement, Customer may purchase a subscription to access and use the Service as specified in the subscription terms presented to Customer at the point of registration or as communicated by the Company via invoice ("Subscription Terms"). All subscriptions will be for the period described in the applicable Subscription Terms ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorised by Customer and for Customer's own internal business purposes ("Users").
The Company owns the Service, underlying software, documentation, and anything else provided by the Company to Customer (collectively the "Company Materials"). The Company retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Company Materials and all related and underlying technology and any derivative works thereof. There are no implied licences under this Agreement and any rights not expressly granted to Customer are expressly reserved by the Company.
The Service indexes data using the credentials of the integration user provided by Customer (the "Integration User"). All Users with project-level access to a given project will see the same indexed data as the Integration User for that project. If Customer has configured permissions within Jira below the project level (for example, restricting visibility of certain issues or fields to specific users within a project), the Service will nonetheless display all data accessible to the Integration User to any User who has project-level access. Customer is responsible for configuring the Integration User's permissions to reflect the data it wishes to make available through the Service.
Users with access to the Service's web administration interface will see all indexed data for the Customer's account across all indexed projects. Customer is responsible for restricting access to the web administration interface to authorised personnel. Non-administrative users should access the Service through the Jira Plugin, which enforces project-level access controls.
Data indexed for one Customer is logically separated from data indexed for other Customers by means of a unique account identifier (clientId). The Company shall have no responsibility or liability for access control decisions made by Customer.
Customer may, at its option, provide access to the Service to its Affiliates (as defined below), in which case all rights granted and obligations incurred under this Agreement shall also apply to such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates. "Affiliate" means an entity directly or indirectly controlling, controlled by, or under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting power of shares entitled to vote for the election of directors.
For the purposes of this Agreement and the related Privacy Policy and Data Processing Agreement, the data processed by the Service is classified as follows:
Operational Metadata: Status names, status transition timestamps, sprint configurations, workflow patterns, assignee and reporter identifiers, role classifications applied by Users within the Service, and similar structural and behavioural data derived from Customer's Jira instance or created within the Service. Operational Metadata may be anonymised and processed by AI Features, including transmission to external AI providers.
User-Generated Notes: Free-text notes, action items, annotations, and other operational inputs submitted by Users within the Service. User-Generated Notes are intended for operational purposes and should not contain Personal Data. User-Generated Notes may be processed by AI Features, including transmission to external AI providers. Customer is responsible for ensuring that its Users do not include Personal Data in User-Generated Notes.
Content Data: Issue descriptions, comments, and similar content authored by Customer's Users within Jira. Content Data is read locally by the Service for the limited purpose of identifying categorical and scoring features, such as the presence of user stories, the use of acceptance criteria, or adherence to planning conventions. Content Data is not transmitted to external AI providers. The Service does not interpret or analyse the semantic meaning of Content Data. If analysis of Content Data through third-party AI providers becomes a feature in the future it will be offered on an explicitly opt-in basis.
Excluded Data: File attachments, images other than issue icons, and other binary content within Jira. The Service does not access, read, or process Excluded Data. If this changes in the future, access to Excluded Data will be offered on an explicitly opt-in basis.
Customer is responsible for all activity on its Users' accounts unless such activity is caused by a third-party bad actor exploiting vulnerabilities in the Service itself. Customer shall ensure that its Users are aware of and bound by obligations and restrictions stated in this Agreement and shall be responsible for any breach by a User.
Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service; (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the source code or underlying algorithms of the Service, except as and only to the extent this restriction is prohibited by applicable law; (c) licence, sublicence, sell, resell, rent, lease, transfer, assign, distribute or otherwise make the Service available to any third party other than permitted Users; (d) remove or obscure any proprietary notices contained in or on the Service; (e) use the Service in any way that violates any applicable law or regulation; (f) attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Service; (g) use or access the Service to build or support products or services competitive to the Service; (h) attempt to probe, scan, or test the vulnerability of the Service; (i) use or access the Service in violation of applicable sanctions laws; or (j) operate the Service as a bureau service or otherwise use the Service to process data on behalf of, or provide the outputs of the Service as a commercial service to, third parties who are not Users under Customer's subscription. For the avoidance of doubt, Customer may share outputs of the Service with third parties for demonstrative, evaluative or informational purposes, provided that Customer does not do so as a recurring or commercial service.
If Customer is using the Service in a manner that, in the Company's reasonable judgement, causes or is likely to cause significant harm to the Company or the Service or otherwise threatens its security, integrity or availability, the Company may suspend Customer's access. The Company shall use commercially reasonable efforts to provide notice and an opportunity to remedy prior to suspension, limit suspension to affected accounts, and remove the suspension as quickly as practicable after the circumstances have been resolved.
The Service integrates with Atlassian Jira and may work with other third-party products, services or applications not owned or controlled by the Company ("Third-Party Applications"). Customer acknowledges that its use of Third-Party Applications is governed by separate terms and policies of those providers. The Company expressly disclaims all representations and warranties relating to any Third-Party Applications. The Company shall have no liability arising out of or related to any Third-Party Applications, including arising from changes to third-party APIs, service interruptions, or Customer's inability to use Third-Party Applications. Customer is solely responsible for maintaining valid credentials and authorisations for any Third-Party Applications integrated with the Service.
Customer shall pay for access to and use of the Service as set forth in the applicable Subscription Terms ("Fees"). All Fees shall be paid in the currency stated in the applicable Subscription Terms or, if none is specified, in pounds sterling (GBP). Payment obligations are non-cancellable and, except as expressly stated in this Agreement, non-refundable. The Company may modify its Fees upon at least thirty (30) days' prior written notice. Customer may choose not to renew its subscription if it does not agree with any revised Fees.
The Company shall invoice Customer for the Fees via invoice, credit card, direct debit, or such other payment method as agreed between the parties. It is Customer's sole responsibility to provide current and up-to-date payment information where applicable; failure to do so may result in suspension of access to the Service. If authorised by Customer through acceptance of automated billing, recurring charges shall be charged to Customer's payment method without further authorisation until Customer terminates this Agreement or changes its payment method.
Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added tax (VAT) (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which Customer is responsible, the Company shall invoice Customer and Customer shall pay that amount unless Customer provides a valid tax exemption certificate in advance.
If Customer fails to pay any Fees when due, the Company may suspend Customer's access to the Service pending payment. If Customer believes that the Company has billed Customer incorrectly, Customer must contact the Company no later than sixty (60) days after the closing date on the first billing statement in which the error appeared.
Subscriptions commence on the start date communicated to Customer and continue for the duration of the Subscription Period. Unless Customer provides notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Period, the subscription shall automatically renew for successive periods of the same duration. This Agreement shall become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period along with any renewals.
Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party's receipt of such notice.
If Customer terminates this Agreement because of the Company's uncured breach, the Company shall refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If the Company terminates this Agreement because of Customer's uncured breach, Customer shall pay any unpaid Fees covering the remainder of the then-current Subscription Period. Upon any termination of this Agreement, all rights and licences granted hereunder shall immediately terminate, and Customer shall no longer have the right to access or use the Service.
Within thirty (30) days of termination of this Agreement, or upon Customer's earlier written request, the Company shall delete Customer's Personal Data and identifiable User Submissions, unless retention is required by applicable law. For the avoidance of doubt, data that has been irreversibly anonymised such that it can no longer be linked to an identifiable individual is not Personal Data and is not subject to the deletion obligations of this section. Customer may also flush its indexed data at any time during the Subscription Period using the index management features described in Section 9.3.
Security and access logs may be retained for up to twelve (12) months after termination for the protection of the Service, after which they are purged.
Sections titled "Company's Ownership", "Third-Party Applications", "Payment Obligations", "Term and Termination", "Warranty Disclaimer", "Limitation of Liability", "Confidentiality", "Data", and "General Terms" shall survive any termination or expiration of this Agreement.
Customer represents and warrants that: (a) all User Submissions submitted by Users comply with all applicable laws, rules and regulations; (b) Customer has all necessary rights and authorisations to grant access to its Jira instance and the data contained therein; and (c) Customer's use of the Service, including selection of projects to index, does not violate any applicable law or any agreement with a third party.
Except as expressly provided herein, the Service and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind, and the Company expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that the Company does not warrant that the Service will be uninterrupted, timely, secure, or error-free, or that AI Features will produce accurate, complete or reliable outputs. Some jurisdictions do not allow the disclaimer of certain warranties; the foregoing disclaimers shall not apply to the extent prohibited by applicable law.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable with respect to any cause related to or arising out of this Agreement, whether in an action based on contract, tort (including negligence and strict liability) or any other legal theory, for: (a) indirect, special, incidental or consequential damages; (b) any damages based on loss of use, lost revenues or profits, loss of business or goodwill, loss or corruption of data, loss resulting from system failure, or provision of incorrect information; or (c) any damages that in the aggregate exceed the total Fees paid or payable by Customer for the Service during the twelve (12) month period immediately preceding the event giving rise to such damages. These limitations shall apply whether or not a party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Nothing in this Agreement shall exclude or limit liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
Each party shall keep confidential all material and information received from the other party that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Company's Confidential Information includes non-public information regarding features, functionality and performance of the Service. Customer's Confidential Information includes User Information, User Submissions, and all data indexed from Customer's Jira instance. This Agreement and the information in all Subscription Terms shall be deemed the Confidential Information of both parties.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) the Receiving Party already knew before receiving it, without any obligation of confidentiality; (c) the Receiving Party receives from an independent third party who had the right to disclose it; or (d) the Receiving Party develops independently without using or referring to the other party's Confidential Information.
Each party shall: (a) use the other party's Confidential Information only to fulfil its obligations under this Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information, and in any event no less than reasonable care; and (c) limit access to those employees, affiliates, subcontractors, agents and advisors who need to know and who are bound by confidentiality obligations at least as protective as these terms.
A party may disclose the other party's Confidential Information if required by law, provided that it gives the other party prior notice (to the extent legally permitted) and reasonable assistance if the other party wishes to contest the disclosure.
Customer may from time to time provide suggestions, comments or other feedback with respect to the Service ("Feedback"). Customer hereby grants to the Company a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and licence to use, reproduce, modify, create derivative works from, distribute, display and otherwise exploit any Feedback, entirely without obligation or restriction of any kind, except that the Company shall not identify Customer as the provider of such Feedback.
Customer and its Users are required to provide information such as name, email address, username, IP address, browser and operating system ("User Information") to access the Service. Customer grants the Company the right to store, process and retrieve User Information in connection with the provision of the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to the Company.
Customer grants the Company a non-exclusive, worldwide, royalty-free right and licence to use, process and display User Submissions (including User-Generated Notes) and data indexed from Customer's Jira instance for the sole purpose of providing the Service to Customer. Except for the limited rights and licences granted in this Agreement, Customer shall own all right, title and interest in and to User Submissions and the underlying Jira data.
Customer may choose which Jira projects to index through the Service. Customer may flush indexes at any time, which will remove all indexed data for the selected projects, including historical data relating to individuals who may have been removed from Jira. The Company encourages Customer to use index flushing to maintain data minimisation in accordance with applicable data protection laws.
As Customer interacts with the Service, the Service collects aggregated and anonymised metrics derived from Customer's usage patterns, including workflow configuration data, status transition frequencies, timing data, and similar Operational Metadata, but excluding project names, issue titles, descriptions, attachments, comments, or other Content Data or Excluded Data ("Service Data"). Provided that Service Data cannot be linked to an identifiable individual, the Company is free to use Service Data in any manner, including for product improvement and benchmarking. The Company owns all right, title and interest in such Service Data.
The Company has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information (collectively "Customer Data"), including administrative, technical and physical security processes. The Company shall, during the Term, process all Customer Data in accordance with the Company's Data Processing Agreement.
All Personal Data and Content Data is stored on servers located in Germany within the European Union. The Company is established in the United Kingdom, which benefits from an adequacy decision by the European Commission, permitting the free flow of personal data between the EU and UK without additional safeguards. Personal Data and Content Data is processed only in Germany and the United Kingdom and does not leave these jurisdictions. Anonymised Operational Metadata and User-Generated Notes (which should not contain Personal Data) may be transmitted to AI providers located outside the EU/UK as described in Section 1.3.
The Company may identify Customer and use Customer's name on its website and in marketing materials as part of a list of the Company's customers, without requiring Customer's prior consent. Customer may opt out of such use at any time by providing written notice to the Company. The Company shall not use Customer's logo, trademarks or service marks without Customer's prior written consent.
The Company shall not be liable for any failure or delay in the performance of its obligations on account of events beyond its reasonable control, including failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics, and governmental action.
Customer acknowledges that the Service is an online, subscription-based product and that the Company may make changes to the Service, provided that the Company shall not materially decrease the core functionality of the Service during a Subscription Period. The Company may modify the terms of this Agreement by notifying Customer at least thirty (30) days prior to such changes taking effect.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement. A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or any other applicable law.
Notices under this Agreement shall be provided as follows: (a) all notices regarding the Service shall be sent by email or through the Service; (b) notices to the Company must be sent to legal@recadence.ai; and (c) all notices to Customer shall be sent to the email(s) provided through the Service.
No modification or amendment to this Agreement shall be effective unless made in writing and signed or accepted by an authorised representative of both parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
Neither party shall assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, the Company may assign this Agreement in its entirety without Customer's consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.
This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
This Agreement, including all referenced pages and Subscription Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Last updated: 3 March 2026