Section A. Terms
These are the terms and conditions on which Upmind Automation Limited (“Upmind”) supplies services to you. All terms are effective from the date of your electronic submission of the 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 clickUpmind 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
Account registration
In order to access and use the Service, 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 must provide and maintain accurate, current, and complete Account Information. Upmind will make the Service available during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.Eligibility
In order to open and maintain an Upmind account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.Credentials
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. Your account is for your use only. Only you can log in to your account. You must not share your logins. Additional team members can be added to your accounts as separate staff. You will be responsible and liable for all uses of the Service under your Upmind account, including, without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Upmind will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Upmind Account or your Third-Party Login credentials.Accurate information
When prompted, you shall provide the Company with accurate and complete billing information, including full name, address, state, zip code, telephone number, and valid payment method information.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 11:59 pm 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.
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.
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 for 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 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, 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 that 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 contain 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 an 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 that seeks to incite hate.
- Images, videos, depictions, or descriptions of pornography that are unlawful or which is deemed to be distasteful at our sole discretion.
- ‘Warez’, copyrighted music/videos, or links to such content.
- 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 the 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 the Data Protection Act 2018.