Last Updated: March 20, 2025
This Services Agreement ("Agreement") is entered into between Pack SpA, a company incorporated under the laws of the Republic of Chile and doing business as Teambit, with its principal place of business at Antonio Bellet 193, Providencia, Santiago, Chile ("Teambit," "we," "our," or "us"), and the client identified in the corresponding Order Form ("Customer"). This Agreement governs Customer’s access to and use of the Teambit platform and any services provided in connection therewith (the "Services").
By signing an Order Form, accessing, or using the Services, Customer agrees to be bound by the terms of this Agreement. If an individual is accepting this Agreement on behalf of an organization, that individual represents and warrants that they have the authority to bind such organization.
Teambit grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services identified in the Order Form for its internal business purposes, subject to the terms of this Agreement. No rights are granted to any software code unless explicitly stated.
Teambit will use commercially reasonable efforts to provide 99% annual uptime, excluding maintenance windows and force majeure events. While we aim for continuous availability, we cannot guarantee uninterrupted service.
Customer shall not and shall not allow any third party to:
To the extent any of these restrictions are not enforceable under applicable law, Customer must notify Teambit before engaging in such activities.
"Customer Data" means any data, content, or materials submitted or provided to Teambit by or on behalf of Customer, including through integrations (e.g., GitHub, Jira, Slack). Customer retains all rights in its Customer Data. Teambit will use such data solely to deliver, improve, and support the Services, and as otherwise permitted in our Privacy Policy.
Teambit may use Customer Data to generate aggregated or anonymized data for benchmarking and improving the Services. Such data will not identify Customer or any individual.
Teambit will implement and maintain reasonable technical, administrative, and physical safeguards, including encryption in transit and at rest, access controls, and monitoring, to protect Customer Data. Teambit is certified under ISO 27001 and SOC 2 Type II.
Customer Data may be processed by Teambit’s subcontractors (e.g., cloud hosting providers) and may be transferred to other jurisdictions. All subprocessors are bound by written agreements ensuring equivalent data protection obligations.
Teambit may disclose Customer Data if required to comply with legal obligations or to protect the rights, property, or safety of Teambit, its users, or the public.
Fees for the Services are specified in the applicable Order Form and are based on the number of users and any additional features or customizations.
Subscription fees are billed monthly, quarterly, semi-annually, or annually, as agreed. Payments are due net 15 days from invoice date unless otherwise stated.
All fees are exclusive of applicable taxes. Customer shall pay any sales, VAT, or other applicable taxes.
Overdue amounts may incur interest at a rate of 1.5% per month or the maximum allowed by law. Teambit may suspend access to the Services if payments remain overdue after 10 days’ written notice.
If Teambit materially breaches this Agreement and fails to cure such breach within 30 days after notice from Customer, Customer may request a refund for the current billing period.
Customer must submit a refund request in writing within 30 days of identifying the breach. The request must include a description of the breach and supporting documentation. Teambit will evaluate and respond within 5 business days.
Refunds will be limited to fees paid for the affected billing period. No refunds will be issued for prior or future periods.
This refund policy constitutes Customer’s sole and exclusive remedy for service deficiencies or breaches.
All intellectual property rights in the Services and underlying technology, including any enhancements, are and shall remain the exclusive property of Teambit. No ownership rights are transferred under this Agreement.
Teambit may use any suggestions or feedback provided by Customer to improve the Services without obligation or restriction.
Each party agrees to treat non-public business, technical, and financial information disclosed by the other party as confidential ("Confidential Information"). Neither party shall disclose the other’s Confidential Information to any third party without prior written consent, except to employees or contractors bound by equivalent confidentiality obligations.
This obligation does not apply to information that:
Each party represents that it has full power and authority to enter into this Agreement.
Teambit warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND TEAMBIT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Teambit will defend and indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights, provided Customer:
Teambit shall not be liable for claims resulting from:
Customer shall indemnify Teambit from third-party claims arising from:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.
IN NO EVENT SHALL TEAMBIT’S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TEAMBIT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
This Agreement begins on the Start Date defined in the Order Form and remains in effect until the end of the subscription period unless terminated earlier.
Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days prior to the renewal date.
Either party may terminate this Agreement for material breach if the breach is not cured within 30 days (10 days for non-payment) of written notice.
Upon termination:
Teambit may use Customer’s name and logo in its marketing materials and website to identify Customer as a client, unless Customer requests otherwise in writing.
Unless otherwise agreed in writing between the parties, this Agreement shall be governed by and construed in accordance with the laws of the Republic of Chile. Any disputes shall be finally resolved by arbitration under the rules of the Santiago Chamber of Commerce. The seat of arbitration shall be Santiago, Chile. The arbitration shall be conducted in Spanish.
The parties may mutually agree in writing to an alternative governing law and jurisdiction in the Order Form or separate agreement, in which case the agreed jurisdiction shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date in the applicable Order Form.
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Last Updated: March 20, 2025