Terms of Service

In these Terms:

• "Agreement" means these Terms of Service together with any Order Form, Statement of Work, or Subscription Agreement referencing them.
• "Customer", "you", "your" means the legal entity that accesses or uses the Service and, where applicable, the individual accepting these Terms on that entity's behalf.
• "Migrayt", "we", "us", "our" means Migrayt Enterprise Ltd, a company registered in England and Wales.
• "Service" means the Migrayt cloud-based data migration platform, including all software, APIs, documentation, and support provided at migrayt.ai.
• "Customer Data" means all data, content, and information that you submit to, or that is migrated through, the Service, including work items, attachments, comments, and credentials.
• "Authorised User" means any individual to whom you grant access to the Service under your account.
• "Migration Run" means a single execution of a data migration job from one source platform to one destination platform.
• "Output" means Customer Data written to your destination platform as a result of a Migration Run.

Migrayt provides a self-service platform for migrating project management data between supported third-party platforms (currently Azure DevOps to Jira Cloud). The Service is provided on a per-Migration-Run basis — you pay for each migration after scanning your source project and reviewing an exact price.

Nature of service: Migrayt is a software platform, not a professional services firm. We do not provide consulting, implementation advice, or managed migration services unless separately agreed in writing.

Beta features: Certain features or migration paths may be labelled "Beta" or "Coming Soon". Beta features are provided without warranty and may change or be discontinued without notice.

You must be at least 18 years old and have the legal authority to enter into binding contracts on behalf of your organisation. By accepting these Terms, you represent and warrant that you have such authority.

You are responsible for: (a) providing accurate and complete registration information; (b) maintaining the confidentiality of your account credentials; (c) all activity that occurs under your account; and (d) notifying us immediately at legal@migrayt.ai of any unauthorised access.

You agree not to, and not to permit Authorised Users to:

• use the Service to migrate data that you do not own or have explicit authorisation to migrate;
• circumvent any access controls, authentication mechanisms, or security measures;
• use the Service to process data classified as "Special Category" under UK GDPR (including health, biometric, or racial/ethnic origin data) unless you have obtained our prior written consent;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• resell, sublicense, or make the Service available to any third party without our prior written consent;
• use the Service in any way that violates applicable law, including data protection, export control, or sanctions laws;
• transmit malware, viruses, or any other harmful code through the Service;
• conduct load testing, security scanning, or penetration testing without our prior written approval.

5.1 Pricing

Fees are calculated dynamically after scanning your source project. The exact fee is displayed to you before payment is required. By completing payment, you authorise us to charge the stated amount.

5.2 Payment Processing

Payments are processed by Stripe Inc. All fees are quoted and charged in Pounds Sterling (GBP) unless otherwise agreed. Prices are exclusive of VAT. UK VAT will be added where applicable.

5.3 Quote Validity

Quoted prices are valid for 72 hours from the time of scanning. If payment is not completed within this period, the quote expires and a new scan is required to obtain a current price.

5.4 No Recurring Charges

Unless you have separately agreed to a subscription arrangement, the Service is charged on a per-Migration-Run basis. There are no recurring subscription fees, seat fees, or minimum commitments unless expressly stated in a separate Order Form.

5.5 Disputed Charges

If you believe a charge is incorrect, you must notify us in writing within 30 days of the charge date. Disputes not raised within this period are deemed accepted.

Migration failure: If a Migration Run fails entirely due to a fault in the Service (as opposed to configuration error, credential expiry, or platform unavailability) and cannot be completed after reasonable retry attempts, you are entitled to a full refund within 5 business days of your written request.

Partial failure: If a Migration Run completes with some items failing to migrate, we will issue a pro-rated refund for unprocessed items upon your written request, calculated at the per-item rate applied to the failed items.

Change of mind: No refund is available after a Migration Run has commenced (i.e., after the dry-run has been approved and the live migration started), unless the failure is attributable to Migrayt.

Add-ons: The 7pace and Xray add-on fees are non-refundable once the relevant migration phase has commenced.

7.1 Our IP

All rights, title, and interest in the Service, including all software, algorithms, AI models, user interfaces, documentation, and trademarks, are and remain the exclusive property of Migrayt Enterprise Ltd. These Terms do not grant you any rights in the Service beyond the limited licence set out herein.

7.2 Your IP

You retain all rights in the Customer Data. You grant us a limited, non-exclusive, royalty-free licence to process Customer Data solely to the extent necessary to perform the Service. We acquire no rights in Customer Data beyond this.

7.3 Feedback

If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free right to use that feedback without restriction. We are under no obligation to act on any feedback.

7.4 AI Training

We will never use your Customer Data — including work item content, descriptions, comments, or attachments — to train, fine-tune, or improve any AI or machine learning model, whether operated by Migrayt or any third party.

Processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where Migrayt processes personal data on your behalf (as Data Processor), the terms of our Data Processing Agreement (DPA) apply. Our standard DPA is available at legal@migrayt.ai.

You warrant that: (a) you have a lawful basis for transferring Customer Data to Migrayt for processing; (b) you have complied with all applicable data protection laws in respect of any personal data within Customer Data; and (c) you have notified relevant data subjects of the migration as required by applicable law.

9.1 Availability

We aim to maintain Service availability of 99.5% per calendar month, excluding scheduled maintenance. This is a target, not a guarantee. We do not offer Service Level Agreements (SLAs) unless separately agreed in writing.

9.2 Scheduled Maintenance

We will provide at least 24 hours' notice of scheduled maintenance that may affect service availability. Emergency maintenance may be conducted without prior notice.

9.3 Support

Standard support is available via email at support@migrayt.ai. We aim to acknowledge all support requests within one business day. Priority support arrangements may be agreed separately.

10.1 Our Warranties

We warrant that: (a) we have the right to grant you the licence set out herein; (b) the Service will materially conform to the documentation during the term; and (c) we will perform the Service with reasonable skill and care.

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

In particular, Migrayt does not warrant that: (a) all Customer Data will be migrated without error or data loss; (b) the Service will operate without interruption or error; (c) the Output will meet your specific requirements; or (d) any third-party platforms (Azure DevOps, Jira, etc.) will remain accessible during a Migration Run.

You are solely responsible for maintaining adequate backups of all Customer Data before initiating any Migration Run.

11.1 Neither party excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.

11.2 Subject to Clause 11.1, Migrayt's aggregate liability to you under or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of: (a) the total fees paid by you to Migrayt in the 12 months preceding the event giving rise to the claim; or (b) £5,000.

11.3 Subject to Clause 11.1, neither party shall be liable for: loss of profits; loss of revenue; loss of data (save for obligations under Clause 6); loss of goodwill; business interruption; or any indirect, consequential, special, or punitive damages, even if advised of the possibility of such losses.

11.4 You acknowledge that Migrayt sets its pricing in reliance on these limitations of liability and that these limitations are a reasonable allocation of commercial risk between the parties.

You shall defend, indemnify, and hold harmless Migrayt and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• your use of the Service in violation of these Terms;
• your violation of any applicable law or the rights of any third party;
• any claim that Customer Data infringes or misappropriates a third party's intellectual property rights; or
• your failure to obtain authorisation from the relevant data controllers or data subjects to process Customer Data.

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party agrees to: (a) use Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors with a need to know; and (c) apply at least the same degree of protection as it applies to its own confidential information of similar sensitivity, and no less than reasonable care.

These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided that the receiving party gives prompt notice to the disclosing party where permitted by law.

14.1 Term

These Terms commence when you first access the Service and continue until terminated in accordance with this clause. Where you have a subscription arrangement, the term is as specified in the applicable Order Form.

14.2 Termination by You

You may terminate your account at any time by deleting your account from account settings or by contacting support@migrayt.ai. No refunds are provided for unused capacity following termination.

14.3 Termination by Us

We may suspend or terminate your access to the Service immediately upon written notice if: (a) you materially breach these Terms and fail to cure such breach within 14 days of written notice; (b) you become insolvent, enter administration, or cease trading; or (c) we are required to do so by law or regulatory authority.

14.4 Effect of Termination

Upon termination: (a) all licences granted to you cease immediately; (b) you must cease use of the Service; (c) we will delete your Customer Data from our systems within 30 days (other than as required by law or for billing records); and (d) clauses 7, 8, 10, 11, 12, 13, and 15 survive termination.

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek urgent injunctive relief in any competent court.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any Order Form, constitute the entire agreement between the parties relating to the Service and supersede all prior or contemporaneous agreements, representations, or discussions.

15.3 Amendments

We may amend these Terms at any time. We will provide at least 30 days' notice of material changes by email to the address registered on your account. Your continued use of the Service after the effective date of any amendment constitutes acceptance of the amended Terms. If you do not accept an amendment, you may terminate your account prior to the effective date.

15.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, upon written notice to you.

15.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force.

15.6 Waiver

No waiver of any provision of these Terms shall be effective unless in writing. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

15.7 Force Majeure

Neither party shall be liable for failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, power failure, or failure of third-party infrastructure providers (including AWS, Jira, or Azure DevOps), provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the effect.

15.8 Third-Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.9 Notices

All legal notices to Migrayt must be sent in writing to legal@migrayt.ai. Notices to you will be sent to the email address registered on your account.