PLEASE READ CAREFULLY BEFORE ACCESSING OR USING OUR SOFTWARE.
About these Terms & Conditions
These Terms & Conditions (Ts&Cs) form a legal agreement between you (End-user or you) and Underpinned Ltd (our, us or we) for:
Underpinned application software (both website and native app versions) (App); and
The App's user manuals and other documents (Documents).
We license use of the App and Documents to you on the basis of these Ts&Cs.
IMPORTANT NOTICE:
BY DOWNLOADING, ACCESSING AND USING THE APP OR CLICKING ON THE "ACCEPT" BUTTON WHEN CREATING AN ACCOUNTYOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU. THE TERMS OF THE LICENCE INCLUDE, IN PARTICULAR, THE PRIVACY POLICY REFERRED TO IN SECTION 1.5 AND LIMITATIONS ON LIABILITY SET OUT IN SECTION 8 BELOW.
IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS & CONDITIONS, WE WILL NOT LICENSE THE APP AND DOCUMENTS TO YOU AND YOU MUST STOP USING THE APP NOW.
1. Agreed Terms
1.1 The terms of these Ts&Cs apply to the App or any of the services accessible through the App (Services), including any updates or supplements to the App, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of these Ts&Cs.
1.2 We may change these terms at any time by notifying you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
1.3 From time to time, updates to the App may be issued through our website at https://underpinned.co/. Depending on the update, you may not be able to use the Services until you have accessed the latest version of the App and accepted any new terms.
1.4 You will be assumed to have obtained permission from the owners of the computer equipment, including mobile devices, that are controlled, but not owned, by you and described in section 2.2(a) (Devices) and to download data from the App onto the Devices (if applicable). You accept responsibility in accordance with the terms of these Ts&Cs for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you. Furthermore, you agree to comply with any applicable third party terms of agreement when using the App.
1.5 The terms of our privacy policy from time to time, available at https://underpinned.co/privacy (Privacy Policy) are incorporated into these Ts&Cs by reference and apply to your use of the Services. Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.6 By using the App or any of the Services, you consent to our collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based (including your web browser and its version number and details of any add-ons or plug-ins you are using) to improve our products and to provide any Services to you.
1.7 The App or any Service may contain links to other independent third-party apps or websites (Third Party Services). Third Party Services are not under our control, and we are not responsible for and do not endorse their content or their privacy policies.
1.8 You acknowledge that these Ts&Cs are separate to any terms you agree with any app store from which you may have downloaded the App. To the maximum extent permitted by law, the app store has no obligation or liability to you under these Ts&Cs, including in respect to support and maintenance services for the App, claims for infringement of third party intellectual property rights and the warranties set out below. If there is any inconsistency between these Ts&Cs and the app store’s terms, then the app store’s terms will apply to the extent of such inconsistency.
Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. Licence grant
2.1 In consideration of your agreeing to abide by the terms of these Ts&Cs, we grant you a non-transferable, non-exclusive licence to use the App on the Devices, subject to these terms and our Privacy Policy, and any other terms which are incorporated into these Ts&Cs by reference. We reserve all other rights.
You may:
download and/or access the App through your web browser in order to view, use and display the App on the Devices for your personal purposes only; and
use the Documents for your personal purposes only.
3. Licence Restrictions
You represent and warrant that you are aged 18 or over and are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.
Except as expressly set out in these Ts&Cs or as permitted by any local law, you agree:
(a) not to copy the App or Documents except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App or Documents;
(c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, or a particular web browser, and provided that the information obtained by you during such activities:
is used only for the purpose of achieving inter-operability of the App with another software program, or a particular web browser;
is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
is not used to create any software that is substantially similar to the App;
to include our copyright notice on all entire and partial copies you make of the App and any data derived from it on any medium;
not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (Technology), together, Licence Restrictions.
4. Acceptable use restrictions
4.1 You must:
(a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Ts&Cs, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any web browser;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service;
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
(d) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service,
together Acceptable Use Restrictions.
Intellectual property rights
You acknowledge that all intellectual property rights in the App, the Documents and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App, the Documents or the Technology other than the right to use each of them in accordance with the terms of these Ts&Cs.
You acknowledge that you have no right to have access to the App in source-code form.
6. Limited warranty
6.1 We warrant that:
(a) the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
(b)that the Documents correctly describe the operation of the App in all material respects, for a period of 30 days from the date on which you first use the App (Warranty Period).
6.2 If within the Warranty Period you notify us in writing of any defect or fault in the App as a result of which it fails to perform substantially in accordance with the Documents, you will be entitled to a refund of the subscription price in respect of the first 30 days only (if applicable).
6.3 The warranty does not apply:
(a) if the defect or fault in the App or any Service results from your having altered or modified the App;
(b) if the defect or fault in the App results from your having used the App in breach of the terms of these Ts&Cs; and/or
(c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
6.4 This warranty is in addition to your legal rights in relation to software that is faulty or not as described.
6.5Support is available through the in-App chat system.
7. Subscription term and payment
7.1 The subscription fee, usage fee, or any other fee plan agreed for your use of the App and Services will be indicated on the order pages when you placed your order. We take all reasonable care to ensure that the fee and plan advised to you is correct. If we accept and process your order where an error is obvious and unmistakeable, we may end the contract and refund you any sums you have paid.
7.2 The fee will be charged to your nominated payment method on the billing date. The billing date will depend on the date that you signed up for the Services and the type of subscription or usage package that you ordered.
7.3 Your subscription to the Services will continue until terminated in accordance with clause 9. Unless you cancel your subscription before your next billing date, you authorise us to charge the subscription fee to your nominated payment method for the next billing period.
7.4 Payments are non-refundable and we do not provide refunds or credits for any partial billing periods.
7.5 From time to time we may change our fee and our usage/subscription plans. We will give you at least 7 days’ notice prior to any increase in the price. If you do not cancel your subscription in accordance with clause 9 prior to the next billing date then the new price will be deemed to be accepted.
7.6 To use the Services you must provide a valid payment method. You authorise us to charge any payment method associated to your account. If a payment is not successfully settled we may suspend access to the Services.
7.7 For some payment methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your payment method. Local tax charges may vary depending on the payment method used. Check with your payment method service provider for details.
7.8 If the rate of VAT changes between your order date and the date we supply the App, we will adjust the rate of VAT that you pay, unless you have already paid for the App in full before the change in the rate of VAT takes effect.
8. Limitation of liability
8.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Documents meet your requirements.
8.2 We only supply the App and Documents for personal and private use (including your personal use within the context of a sole trader or freelancer business). You agree not to use the App and Documents for any resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity in any circumstances.
8.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these Ts&Cs or our negligence up to the limit specified in section 8.4, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the licence under these Ts&Cs.
8.4 Our maximum aggregate liability under or in connection with these Ts&Cs (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the subscription price you paid to access and use the App only. This does not apply to the types of loss set out in section 8.5.
Nothing in these Ts&Cs shall limit or exclude our liability for: death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by applicable law.
9. Termination
9.1 We may terminate these Ts&Cs immediately by written notice and without liability to you:
(a) if you commit a material or persistent breach of these Ts&Cs which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and/or
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
9.3 On termination for any reason:
(a) all rights granted to you under these Ts&Cs shall cease;
(b) any amounts that you owe us will become immediately payable and you authorise us to collect such amounts using a nominated payment method;
(c) you must immediately cease all activities authorised by these Ts&Cs, including your use of any Services; and
(d) you must immediately delete or remove the App and all data derived from it from all Devices, and immediately destroy all copies of the App and Documents then in your possession or control.
10. Events outside our control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Ts&Cs that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Ts&Cs:
(a) our obligations under these Ts&Cs will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under these Ts&Cs may be performed despite the Event Outside Our Control.
11. General
11.1 If you wish to contact us in writing, or if any provision in these Ts&Cs requires you to give us notice in writing, you can send this to us by e-mail to info@underpinned.co. We will confirm receipt of this by contacting you in writing, normally by e-mail.
11.2 If we have to contact you or give you notice in writing, we will normally do so by e-mail to the address you provide to us when you subscribe to use the App or which you use to contact us.
11.3 We may transfer our rights and obligations under these Ts&Cs to another organisation, but this will not affect your rights or our obligations under these Ts&Cs.
11.4 You may only transfer your rights or obligations under these Ts&Cs to another person if we agree in writing.
11.5 If we fail to insist that you perform any of your obligations under these Ts&Cs, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.6 If you downloaded this App from an app store, you acknowledge and agree that the app store, and the app store’s subsidiaries are third party beneficiaries of these Ts&Cs and that it has the right (and will be deemed to have accepted the right) to enforce these Ts&Cs against you as a third party beneficiary. Otherwise, these Ts&Cs do not give rise to any third party rights to enforce its terms.
11.7 Each of the provisions of these Ts&Cs operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
11.8 Please note that these Ts&Cs, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.