Definitions

The following definitions and rules of interpretation apply in the Agreement.

 

Acceptable Use Policy: the Supplier’s acceptable use policy available at https://www.valiantys.com/en/legal/uap 

Affiliate: an individual, organization or entity that is controlling, controlled by or under common control with a party.

Agreement: the collective agreements between the Client and the Supplier comprising: (i) these Terms, (ii) the Ordering Document, (iii) any documents specifically referred to or incorporated into these Terms or an Ordering Document, including the Security Measures, DPA and the applicable Policies, in each case as may be amended at any time and from time to time.

Approval: the approval given by the Client when it confirms acceptance (by any means, including by email) of an Ordering Document.

App(s): software application(s) or extension(s) for use with the Software Product.

Atlassian: Atlassian Corporation Plc.

Atlassian Cloud: the cloud-hosted, subscription-based deployment model of Atlassian Software Products, provided and maintained by Atlassian via its multi-tenant infrastructure.

Atlassian Data Center: the self-managed, self-hosted enterprise software of certain Software Products, licensed by Atlassian.

Authorized Users: those users entitled to use the Software Product under the terms of the Software Product License.

Background IP: those Intellectual Property Rights owned by a party prior to the Agreement, or which are created or produced at any time independently of the Agreement.

Bribery and Corruption Laws: any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, as amended from time to time, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Burst Capacity: temporary increase in Client’s monthly Reserved Hours based on the previous three months' usage.

Business Day: a day other than a Saturday, Sunday or public holiday in the United States.

Business Hours: unless otherwise defined in the Ordering Document, means the Supplier’s availability on Business Days per geography, for up to eight hours a day between 8am-8pm EST.

Capped Weekly Service: the maximum number of hours available per week after Client reaches their monthly Service Limit, ensuring limited availability for Critical Urgency and High Urgency requests.

Change Control Note: a note detailing the impact (including cost implications) of a requested change to the Services, the pro-forma version of which is attached at http://www.valiantys.com/change.

Client Data: the data provided and/or input by the Client or its authorized users in the course of the Client's use of the Services, which, for the avoidance of doubt, includes any Personal Data but excludes Third Party Content and Deliverables.

Client Point of Contact: means the individual(s) designated by the Client in the applicable Ordering Document or otherwise in writing, who shall be authorized to act as the primary liaison between the Client and the Supplier for all matters relating to the delivery of the Services.

Confidential Information: all and any confidential information (in whatever form) whether or not marked as such including but not limited to a disclosing party’s and its Affiliates’ respective electronic and digital correspondence, specifications, designs, plans, drawings, hardware, software, data, prototypes, discoveries, ideas, concepts, research, development, processes, operating procedures, “know-how,” marketing techniques, procedures & materials, marketing & development plans, customer lists, sales and marketing protocols and techniques, employee information or other business and technical information, in any form or medium whatsoever whether disclosed orally or in writing relating to any of the foregoing (including copies thereof).

Consultancy Services: those professional consultancy services (if any) which the Supplier agrees to provide to the Client pursuant to an Ordering Document.

Data Processing Agreement: means the agreement entered into between the parties governing the processing of personal data in relation to the Services, setting out the scope, nature, purpose and duration of processing by the Supplier, types of Personal Data and categories of Data Subjects.

Data Protection Requirements: means all US federal and data protection and privacy state laws, rules, codes, regulations and guidelines, including any of the foregoing developed by US governmental agencies and industry groups that do not have the force of law, but are part of self-regulatory guidelines and frameworks that are considered "best practices," in each case as applicable to Client relating to the processing of personal data and privacy and consumer protection, including without limitation (and to the extent applicable), as described on the “Data Protection Requirements Appendix” attached to these Terms and incorporated herein by reference, and in each case as may be amended, extended, re-enacted or consolidated. Data Protection Requirements shall also include the General Data Protection Regulation 2016/679 (GDPR), and any statutory instrument, order, rule or regulation made under those statutes, as from time to time amended, extended, re-enacted or consolidated. As used in these Terms ‘Data Controller’, ‘Data Processor’, ‘Process(ing)’, ‘Data Subjects’ and ‘Personal Data’ shall have the meaning given to them in the GDPR.

Deliverable(s): any creation, work, know-how, data, technical or business information, invention (whether patentable or not), design (whether registrable or otherwise), process, formula, copyright work, database, which is created, devised, developed or discovered by the Supplier within the scope and in furtherance of providing the Services either alone or with any other person.

Effective Date: the Signature Date of the Terms.

Escalation Procedures: those procedures set in section 8 of the Total Care Service Guide.

Fair Use Policy: the fair use policy available at https://www.valiantys.com/en/legal/total-care-fair-use-policy that applies to certain of the Total Care Plans.

FCPA: 15 U.S.C. § 78dd-1, et seq., is a United States federal law that addresses accounting transparency requirements under the Securities Exchange Act of 1934 and bribery of foreign officials and governs the worldwide activities of US companies and their employees. In general, the FCPA prohibits offering, paying, promising to pay, or authorizing payment of money, gifts, or anything of value to a foreign official: (i) to influence any act or decision by the official; (ii) to induce the official to use his or her influence to affect any act or decision; or (iii) to seek any improper advantage to assist the company in obtaining or retaining business. The FCPA covers payments made directly or indirectly, including those made through third parties while knowing that all or part of the payment would be passed on to a foreign official.

Fees: Managed Services fees and/or Consultancy fees and/or any other fees or charges set out in the Ordering Document.

Fixed-Cost Services: Predefined service offerings provided by Supplier at a set price, irrespective of the time required for completion.

Fixed-Cost Services Policy: the policy available at https://www.valiantys.com/en/legal/total-care-fixed-cost-services-policy that applies to the Total Care Plan.

Hosting Services: the cloud-based hosting services described in the Ordering Document.

Initial Term:

• for the Terms shall mean a period of 3 years from Acceptance, and
• for the Ordering Document it shall mean the time frame as set out in the Order Document beginning from the Service Commencement Date.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Managed Self Hosted Isolated Platform: The Managed Services Plan as described in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms.

Managed Self Hosted Isolated Platform Service Guide: means the service guide available at https://www.valiantys.com/en/legal/managed-self-hosted-isolated-platform-service-guide that applies to the Managed Self Hosted Isolated Platform.

Managed Services: those Support Services and/or Hosting Services which the Supplier agrees to provide to the Client pursuant to an Ordering Document and Managed Services Terms.

Managed Services Plan: a packaged offering of recurring support, consultation, maintenance, and administrative services provided by the Supplier in relation to the Atlassian Software Products, as further described in the applicable Ordering Document. Each Managed Services Plan defines the scope, frequency, and type of services to be delivered during the subscription period.

Managed Services Terms (MS Terms): the terms found at https://www.valiantys.com/en/legal/ms-terms that apply to all Managed Service Plans and Tiers.

Managed Services Tier: the level entitlements within a Managed Services Plan, typically defined by number of included Reserved Hours. The applicable tier for a Client’s subscription shall be set out in the relevant Ordering Document and determines the corresponding pricing, and available features.

Ordering Document: an approved order form, Statement of Work (SOW), or other contracting document setting out the Services purchased, subject to the applicable Terms and Policies.

Payment Terms: the terms relating to invoicing and payment, Ordering Document net terms are not to exceed 30 days following receipt of invoice.

Policy: means any one or a combination of the following policies applicable to the Services, namely: the Acceptable Use Policy, the Security Measures, the Total Care Service Guide, the Fixed Cost Services Policy, the Fair Use Policy, the Managed Services Isolated Platform Service Guide and any other policies shared with the Client from time to time.

Privacy Notice: the Supplier’s privacy notice available at http://www.valiantys.com/privacy. 

Project Limitations: any limitations, contingencies, prerequisites, conditions or constraints referred to in the Ordering Document.

Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Ordering Document.

Recurring Annual Reserved Hours: the applicable hours included in the selected Managed Services Plan or Tier that renew automatically on an annual basis. The allocated hours are valid only for the twelve (12) month period in which they are issued and reset at the start of each new annual period. Unused hours do not carry over to subsequent years.

Recurring Monthly Reserved Hours: the applicable hours included in the selected Managed Services Plan or Tier that renew automatically on a monthly basis. The allocated hours are valid only for the month in which they are issued and reset at the start of each new monthly period. Unused hours do not carry over to subsequent months.

Renewal Term:

• For the Terms shall it mean a twelve (12) month period,
• For an Ordering Document shall mean a twelve (12) month period or such other period as defined in the Ordering Document, that begins upon the expiration of the Initial Term or a prior Renewal Term, during which services continue under the same conditions unless otherwise modified or terminated in accordance with applicable Terms and Policies.

Reserved Hours: Prepaid retainer hours allocated to the Client under a Managed Services Plan or Tier, which may be used for eligible support and administrative services as defined in the applicable Policies.

Signature Date: means the date when the Client’s signs the applicable document.

Security Measures: the Supplier’s Security Measures available at https://www.valiantys.com/en/legal/trust 

Service Commencement Date: the date on which the Managed Services will come into effect and the subscription will renew from. This is generally the Ordering Document Signature Date unless otherwise set out in the Ordering Document.

Service Level Objectives: the non-binding targets or performance metrics which are intended to serve as a guideline for the Supplier’s delivery of the Services.

Service Limit: The maximum number of hours available to Client per month before service restrictions or additional charges apply.

Services: the Consultancy Services and/or the Managed Services as described in the Ordering Document.

Software Products: the proprietary software, being such applicable Atlassian or third party software offerings, including, without limitation all updates, revisions bug-fixes, upgrades and enhancements thereto, each as described in the Ordering Document.

Support Services: the Managed Services Plans and Tiers that are not the Hosting Services.

Software Product License: the license from the licensor under which the Client uses the Software Product, including all applicable terms and conditions.  

Ordering Document Commencement Date: the date set out in the Ordering Document, from which the Ordering Document will become effective.

Term: the Initial Term together with any subsequent Renewal Term(s).

Terms: the contractual terms forming part of Agreement.

Third Party Content: third party materials, software, data, information or other content.

Third Party Marketplace Apps: software application(s) or extension(s) used with the Atlassian Software Products found at https://marketplace.atlassian.com/ .

Third Party Terms: third party terms applicable to the use of any Apps.

Total Care Plan: the Managed Services Plan as set out in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms. 

Total Care Accelerate: the Managed Services Tier as set out in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms. 

Total Care Jump Start: the Managed Services Tier as set out in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms. 

Total Care on Demand: the Managed Services Plan as set out in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms. 

Total Care on Demand Overage Protection Plan: the Managed Services Tier as set out in the Ordering Document and at https://www.valiantys.com/en/legal/ms-terms. 

Total Care Service Guide: the service guide available at https://www.valiantys.com/en/legal/total-care-service-guide that applies to the Total Care Plan.

Usage Limits: the usage limits applicable to the Services, whether with respect to capacity, users or otherwise, details of which are set out in the Ordering Document.

 

Version	Date	Description
1.0	July 30, 2025	Initial release

 

Last updated: July 30, 2025