Terms and Conditions

Section A: Terms

These are the terms and conditions on which Upmind Automation Limited (“Upmind”) supply services to you. All terms are effective from the date of your electronic submission of order.

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Upmind may at any time, at its sole and absolute discretion, change or modify this Agreement and any policies or agreements that are incorporated herein. Any changes or modifications will take immediate effect. Your continued use of our software and our services will constitute your acceptance of the amended Agreement. We will notify you by email 30 days in advance of any changes to our services. The obligation is upon you to ensure that the email you have provided to us is up to date. We accept no liability or responsibility for your failure to receive any email communications from us if such failure results from an inaccurate email address.

Section B. About Us and How to Contact Us

We are Upmind Automation Limited, a company registered in England and Wales. Our company registration number is 11233733 and our registered office is at 5 Sydney Street, Chelsea, London, United Kingdom, SW3 6PU.

We are in the business of supplying software applications and related services to service businesses, including, among other things, client management, billing management, subscription tools, service desk and order management.

You can contact us through your Upmind admin account using our secure interface (click your profile on the bottom right, then click Upmind Tickets)

If we have to contact you we will do so through your Upmind account, or by writing to you at the email address you have provided to us. Please note we will never ask for your password. If you are unsure of the identity of a caller, please contact us directly.

Section C. Our Contract with You

In order to access our services you will be asked to create an Account. You warrant to Upmind Automation Limited that all information submitted in order to set up and utilise your Account is true, accurate and complete.

You are solely responsible for activities on your Account, whether authorised by you or not. You must keep your login details secure. You must notify us immediately of any unauthorised use of your account or security breach.

When prompted, you shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Your account is for your use only. Any additional user should be added as a separate staff user on your account.

Section D. Payment and Cancellation

Payment

Upmind is a paid service. You will be billed in advance on a recurring and periodic basis (e.g. monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription. At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or we cancel it.

The price of the service will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the service advised to you is correct.

If applicable, VAT will be added to the price of your order. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the service, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

We reserve the right to alter the prices advertised on our website and fees at any time. We will provide written notice of any changes via email to the email address provided by you to us when registering your account. In most cases, changing the price on the website for new customers will not affect the price for existing customers. If your contract is for a fixed term, the price alteration will take effect at the end of the current term and at the time of renewal. Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

We accept payment by most major credit and debit cards, UK direct debit, and PayPal. You warrant that you are lawfully authorised to make payment using the payment card or facility used. In the event that you are not the named cardholder, you will indemnify us in the event that the cardholder or issuer declines any transaction for payment, including our costs in recovering the outstanding amount due.

Free Trials

We may, at our sole discretion, offer a Subscription with a Free Trial for a limited period of time. You may be required to enter Your billing information in order to sign up for the Free Trial. You will not be charged by the Company until the Free Trial has expired. There is no obligation to continue after the Free Trial period and our standard cancellation policy (see below) applies.

Refunds

Except when required by law, paid Subscription fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company. Any refund will be processed within 7 working days of receipt.

If your account is found to be supporting illegal activity, illegal mp3 files, pirated software, hacker programs, warez programs, or any other illegal files, your account will be suspended immediately. We reserve the right to terminate your account and no refunds will apply.

Ending your Contract

We will supply the services to you until the subscription expires or you end the contract or we end the contract by written notice to you.

You may terminate your contract with us by cancelling the service in advance of the renewal date (by 11.59pm GMT on the day before renewal is due) through your admin profile. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

We may end your contract if:

you do not make any payment to us when it is due.
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services;

We may withdraw the services for any reason. We may write to you to let you know that we are going to stop providing the services. We will let you know at least 30 days in advance of our stopping the supply of the services and will refund any sums you have paid in advance for services which will not be provided.

Temporary Service Suspension

We may have to suspend the supply of a service to:

deal with technical problems or make minor technical changes;
update the product to reflect changes in relevant laws and regulatory requirements;
make changes to the product as requested by you or notified by us to you (see Clause number);
when required by law;
where we believe that you are in breach of any material term of this Agreement;
to resolve any third-party claims or actions;
to avoid financial loss or legal liability.

We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 24 hours in any 30 day period we will adjust the price so that you do not pay for products while they are suspended, save where the suspension is as a result of your breach of this Agreement.

If you do not pay us for our services when you are supposed to we may suspend supply of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the services. As well as suspending the services we can also charge you interest on your overdue payments. Once payment has been made in accordance with these terms, we will use reasonable endeavours to ensure that the service is restored to you within 24 hours.

If your service has been suspended, is cancelled, or goes overdue, we may no longer retain a copy of your data.

Section E. What you use Upmind for.

You know your business best

Upmind is software designed to help you run your business, as detailed on our website. You may only use Upmind for legitimate transactions with your customers and in assistance in running your business. All other purposes are expressly forbidden.

You know your customers better than we do, and you are responsible for your relationship with them. Upmind is not responsible for the products or services you publicise or sell, or that your customers purchase using our software.

You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.

Upmind provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction is accurate or complete, or typical for your business. You are responsible for knowing whether a transaction initiated by your customer is erroneous (such as a customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a transaction is erroneous or suspicious, you agree to research the transaction and, if necessary, contact your customer before fulfilling or completing the transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of Upmind.

You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls appropriate to mitigate your exposure to security incidents. We may provide features and tools to help ensure your security. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements.

While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Upmind, its affiliates, or other companies. You are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you. Upmind is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorised use or modification of your Upmind Account, unless such losses result from Upmind's wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

We may also provide you with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.

Although regular backups of Content are performed, Upmind does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

Upmind will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

What you cannot use Upmind for

Within the Upmind application you can upload content and images. It is your sole responsibility to ensure that the content and materials on any website owned or operated by you contains material that you have created or have permission to use.

It is your sole responsibility to resolve any dispute involving Copyright or Intellectual Property Rights associated with your website or web service. You agree to indemnify Upmind against all costs, including legal costs, of defending any claim against us from any third party regarding your use of copyright or intellectual property rights in relation to any claims made against you or us Worldwide.

You must not use your Upmind service to promote or distribute any material or content that is illegal (under any current or future legislation) in either the UK or any other jurisdiction in which your website or web service is operational. You should be aware that the internet is a global communications network and what may be legal in the UK may be illegal elsewhere and leave you liable to prosecution in another country.

We reserve the right to undertake investigation of content services if potential abuse is brought to our attention and to suspend service in full or partially at any time and for any reason. Any accounts found to be abusive, contain illegal content or otherwise break our terms of service will be liable for immediate termination.

Your Upmind instance must not be used to sell, contain or promote

'hateful' material or content which seeks to incite hate.
images, videos, depictions or descriptions of pornography which is unlawful or which is deemed to be distasteful at our sole discretion.
'warez', copyrighted music/videos or links to such content. I

Sites must conform to recognised international copyright law.

In the event that we receive a complaint in regards to trademark / brand infringement, we have the right to suspend service until the issue is resolved to our satisfaction.

We undertake to take any action required under the provisions of the Regulation of Investigatory Powers Act and will fully cooperate with the appropriate UK authorities

We provide the ability to send e-mail. This is designed for day-to-day communication needs. We have a zero-tolerance policy against spam and the sending of bulk, unsolicited e-mail is prohibited at all times. Customers who abuse the email service may have their accounts suspended, terminated or blocked.

You agree the following:

not to send emails that might cause annoyance, inconvenience or anxiety to a recipient;
not to send any emails likely to cause distress or any material which is offensive, indecent, obscene, menacing or in any way unlawful;
to have a clear opt out policy in all newsletter communications;
not to use our mail services or network to send email to any user who does not wish to receive it;
not to use our mail services or network to send unsolicited email, in bulk (commonly known as 'spam') or individually;
not to use our mail services or network with intent to deprive others of service ('mail bomb');
not to use false mail headers or alter the headers of mail messages in such a way as to conceal the identity of the sender;
not to use any email address that you are not authorised to use;
to take full responsibility for your own email reputation;
not to take any action that would put you or us in breach of obligations under the General Data Protection Regulations or Data Protection Act 2018.

Section F. Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to twice the fees paid by you for the services in relation to which your claim arises during the 12 month period prior to the claim, or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

As IS and AS Available Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation

We shall not be responsible for any claimed damages, including incidental and consequential damages, which may arise from our servers going offline or being unavailable for any reason whatsoever. Furthermore, we shall not be responsible for any claimed damages, including incidental or consequential damages, resulting from the corruption or deletion of any data; loss of service or any costs incurred due to a configuration or service issue resulting from our provided services. All damages shall be limited to the immediate termination of service.

We are not liable for business losses. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Section G. Feedback

You agree to make us aware via a support ticket of any security issues you may become aware of within the Upmind application.

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

Section H. Assignability, Severability and Governance

You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Section I. Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of Upmind and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.