These Terms & Conditions (Ts&Cs) form a legal agreement between the end user (you, your) and Underpinned Ltd (our, us or we) for your use of the Underpinned services, which includes our application software, our user guides, our virtual office services and any other services (including support) we make available to you, and our content made available to you (the Services).

We make the Services available to you on the basis of these Ts&Cs.

BY DOWNLOADING, ACCESSING AND USING THE SERVICES OR CLICKING ON THE “ACCEPT” BUTTON WHEN CREATING AN ACCOUNT YOU AGREE TO BE BOUND BY THESE Ts&Cs. IF YOU DON’T AGREE TO THEM, PLEASE DON’T ACCESS OR USE THE SERVICES. 

1.1. These Ts&Cs apply to the Services, including any updates or supplements (except where separate terms are stated to apply). 

1.2. In these Ts&Cs, words like ‘include’ and ‘including’ are not words of limitation.

1.3. We may change these Ts&Cs from time to time, including for the following reasons:

• to improve the Ts&Cs or to have all our customers on the same Ts&Cs;
•  to comply with legal or regulatory requirements, such as mandatory laws that apply to us and our agreement with you, or where we are subject to a court order or judgment;
•  where we need to make changes to the Services in order to improve them, including where we expand the scope of the Services by adding additional features, functionality or content;
• where we intend to change the way we structure our Services or we recognise the way we structure or run our business; or
• for security reasons including where we introduce additional security checks or software to protect the Services. 

1.4. We will aim to notify you before making any material changes to these Ts&Cs, unless the changes need to be implemented quickly for legal or security reasons, in which case we will notify you of the changes as soon as we can. For all other changes we will generally notify you when you next access the Services and you will be required to confirm that you have read and accept them to continue your use of the Services.

1.5. If any change to these Ts&Cs will materially disadvantage you or materially impact the availability of the Services, we will provide you with 30 days’ notice before the changes become effective.

1.6. From time to time, we may issue updates to the Services. To get the best experience, we recommend that you accept any updates as and when they become available (which may also require you to update your device operating system). Depending on the update, you may not be able to use the Services until you have accessed the latest version of the Services and accepted any new terms.

1.7. You confirm that you have obtained permission from the owner of any device which you do not own and which you may use to access the Services. You accept responsibility in accordance with these Ts&Cs for the use of the Services on any device, whether or not it is owned by you. 

1.8. You acknowledge that you have read and understood our privacy policy (as may be updated from time to time), available at https://underpinned.co/privacy. By using 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 the Services to you.

1.9. The Services may contain links to, or the provision of products and services by, independent third parties (Third-Party Services), which may be subject to separate, additional terms (Third-Party Terms). The fees for any Third-Party Services will be included in the fees for our Services (if any) unless we or the relevant third party tells you otherwise. The Third-Party Terms will form a separate contract between you and the provider of the Third-Party Services. We have no control over, and assume no responsibility for, the Third-Party Services, or any advertising, products or other materials on, or available from them, and we will not have any liability under or in relation to the Third-Party Terms.

1.10. The Services may contain open-source software which may, where specified, be governed by separate terms. 

1.11. You may be accessing the Services due to our partnerships with universities or other organisations of which you are a member or are affiliated with in some way (a Partner). These Ts&Cs form an independent contract between you and us in respect of the Services and we in no way accept any liability for or on behalf of a Partner. 

1. In consideration of you agreeing to comply with these Ts&Cs, we grant you a non-transferable, non-exclusive right to access and use the Services, subject to these Ts&Cs and any other terms which are incorporated into these Ts&Cs by reference. We reserve all other rights.
2. You acknowledge that you are using the Services in a business capacity (which may include use as a sole trader or freelancer business) and not in a personal capacity. 
3. You may download and/or access the Services through your device or web browser in order to view, use, display and access the Services for your own internal business purposes only. You agree not to use the Services for any resale purposes.
4. Some of our Services include providing templates of legal agreements and commercial documents such as invoices (Templates) and training materials. We will use reasonable endeavours to ensure that all Templates and training materials are accurate and up to date, however you understand and agree that:
   
   1. • we do not provide legal, accounting, financial, tax or other professional advice and are not a registered legal or financial services adviser;
      • we are not responsible for ensuring that any Template or training materials are suitable for your particular needs or requirements;
      • we are not responsible for ensuring that any Template is compliant with, or properly executed in accordance with, applicable law; and 
      • subject to clause 10.5, we are not responsible for any loss, damage or cost resulting from your use of the Templates or training materials, or any decisions taken by you made in reliance on the Service. 
        

1. You must be aged 18 years (or the age of majority in your territory of residence if more than 18 years old) or more to use the Services.
2. You confirm that you 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.
3. Except as expressly set out in these Ts&Cs, you agree:
   
   • • not to copy any part of the Services except where such copying is incidental to normal use of the Services, or where it is necessary for the purpose of back-up or operational security;
     • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Services;
     • not to make alterations to, or modifications of, the whole or any part of the Services, or permit the Services or any part of it to be combined with, or become incorporated in, any other programs;
     • not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services except as permitted by applicable law;
     • not to provide or otherwise make available the Services 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 Services.
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• 4.1 You must:
• • not use the Services in any unlawful manner, for any unlawful purpose (including transmitting any material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for us to use or possess in connection with the provision of the Services); 
  • not act 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 Services or any web browser; 
  • not infringe our intellectual property rights or those of any third party in relation to your use of the Services;
  • not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;
  • not use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  • 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.

1. 1. With the exception of User Content submitted via the Services by you (for which see Clause 6), we and our licensors own all intellectual property rights in the Services and any future intellectual property rights arising out of the Services.
   2. Any third-party trade or service marks present on content not uploaded or posted by you are trade or service marks of their respective owners. 
   3. Save as outlined in Clause 6 below, you have no intellectual property rights in, or to, any part of the Services, other than the right to use it in accordance with these Ts&Cs. Any rights not expressly granted are reserved.
   4.       You may not remove, alter or in any way tamper with any copyright notices or other proprietary markings included in the Services or any content. Any copying, access, transfer, public performance or communication to the public or other use of the same other than as expressly authorised by applicable law or these Ts&Cs is an infringement of applicable intellectual property rights and a breach of these Ts&Cs. 
   5. You acknowledge that you have no right to have access to the Services in source-code form.

• 1. You may upload or input content to the Services (User Content), for example your photo, details of your work and education experience, and your business portfolio. More information about the User Content you may upload or input is set out in our privacy policy. 
  2. You understand that certain User Content will be automatically made publicly available in the Services or shared with other users of the Services when you upload or input it, as set out in our privacy policy. 
  3. You retain all your ownership rights in your User Content, and you grant to us a perpetual and irrevocable worldwide, non-exclusive, royalty-free, transferable licence to host, use, reproduce, distribute, modify, prepare derivative works of, display and publish all aspects of that User Content in connection with the provision of the Services.
  4. You are solely responsible for your own User Content. We do not endorse it and we disclaim all liability in connection with your User Content (or that of any third party).
  5. You confirm that you have (and will continue to have during your use of the Services) all necessary licenses, rights, consents, and permissions required to enable us to display your User Content for the purposes of the provision of the Services by us, and otherwise to use your User Content in the manner contemplated by the Services and these Ts&Cs.
  6. You accept all liability arising out of or in connection with your User Content and/or the exercise by us of the rights licensed under these Ts&Cs if Clause 6.4 above is not true.
  7. You acknowledge that you will not receive financial compensation of any type for your User Content.
  8. We reserve the right (but shall have no obligation) to decide whether User Content complies with the content requirements set out in these Ts&Cs and may remove, modify or delete such User Content or terminate or suspend your access without prior notice and at our sole discretion, on becoming aware of any potential violation of these Ts&Cs.
  9. We may use your business name and logo for advertising and promotional purposes.
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While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so. We may also share certain confidential information about you with as set out in our privacy policy.

1. 1. We warrant that:

1. the Services will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in our user guides; and
2. the user guides correctly describe the operation of the Services in all material respects, for a period of 30 days from the date on which you first use the Services (Warranty Period).

1. 1. If within the Warranty Period you notify us in writing of any defect or fault in the Services as a result of which it fails to perform substantially in accordance with the user guides, you will be entitled to a refund of any subscription price payable in respect of the first 30 days only (if applicable).
   2. The warranty does not apply:

1. if the defect or fault in Services results from your having altered or modified the Services;
2. if the defect or fault in the Services results from your having used the Services in breach of the terms of these Ts& Cs; and/or
3. if you breach any of the service restrictions or the acceptable use restrictions set out in clauses 3 and 4.

1. 1. We can’t guarantee that the Services will be free from bugs or errors or that your access will be free from interruptions (for example there may be downtime for maintenance or updates or any power or server outages or other reasons outside our control). However, where we are made aware of technical issues then we will use our reasonable endeavours to try to fix them.
   2. The Services and all Third-Party Services are made available to you on an ‘as is’ basis. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. You assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. We will have no responsibility for determining that your proposed use of the Services complies with applicable laws and regulations.
   3. Support is available through the in-Service chat system.

• 1. Your use of the Services requires you to subscribe (your Subscription) and generally requires you to pay a subscription fee (the Subscription Fee) based on your Subscription type and your Subscription period (the Subscription Period). We may, in our discretion, provide you with full or limited access to the Services for free or a discounted Subscription Fee (a Free or Discounted Subscription), for example if you are accessing the Services on a trial or demo basis, or if you have been referred to use the Services by another user or a Partner. 
  2. The Subscription Fee (if any), together with currency, your Subscription Period, auto-renewal information, your billing date and information about the Services included in your Subscription (the Subscription Details), are indicated on the order pages when you place your order. We take all reasonable care to ensure that the Subscription Details advised to you are 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.
  3. Once you complete your order, we will send you a confirmation email with your Subscription Details. You can also view your Subscription Details (including how to end your Subscription) by visiting your account whilst signed into the Services. 
  4. The Subscription 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 your Subscription and your Subscription Period.
  5. Your Subscription (unless it is a Free or Discounted Subscription) will automatically renew unless you cancel your Subscription before the next Subscription Period (unless it is otherwise terminated in accordance with clause 11). You will continue to be charged the Subscription Fee for the next Subscription Period on each billing date, and you authorise us to charge the Subscription Fee to your nominated payment method for each Subscription Period until your Subscription is cancelled or terminated. 
  6. If you have a Free or Discounted Subscription, your Subscription will end on the date communicated by us to you in your Subscription Details (unless you cancel your Subscription sooner or it is terminated in accordance with clause 11). If you choose to continue using the Services after that date, you will need to sign up for one of our normal Subscription plans. 
  7. Payments are non-refundable and we do not provide refunds or credits for any partial Subscription Periods.
  8. From time to time we may change our subscription fees. We will give you at least 30 days’ notice prior to any increase in the price. If we notify you of a price change and you do not want to continue your Subscription at the new price, you can cancel your Subscription before the start of the next Subscription Period. Your continued use of the Services and/or payment of the new Subscription Fee shall be taken as your consent to a price change. Price increases will not be applied retrospectively. 
  9. 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.
  10. 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.
  11. If the rate of VAT changes between your order date and the date we supply the Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
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• 1. You acknowledge that the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements.
  2. 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 clause 10.4, 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 access to the Services under these Ts&Cs.
  3. Subject to clause 10.5, we accept no liability for:
     1. loss of revenue or profit;
     2. loss of or damage to goodwill or business reputation;
     3. loss of opportunity, sales or business;
     4. loss of agreements or contracts;
     5. loss of use or corruption of software, data or information (other than taking reasonable steps to try and recover that software, data or information from our available backups);
     6. loss of anticipated savings;
     7. legal, tax or accounting compliance issues;
     8. your User Content;
     9. any use of the Services which isn’t authorised by us;
     10. any lack of functionality or failure to provide any part of the Service, or any loss of content (including User Content) or data that is due to your equipment, devices, operating system or internet connection;
     11. incompatibility of the Services with any other software or hardware (including any of your devices);
     12. the deletion of, corruption of, or failure to store, any User Content and other communications data maintained or transmitted by or through your use of the Services;
     13. any act or default of any third-party which is beyond our reasonable control; or
     14. indirect or consequential loss.
  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 Fees you have paid for your Subscription only or, if you have not paid any Subscription Fees for your Subscription, to £240. This does not apply to the types of loss set out in clause 10.5.
  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, or any other liability that cannot be excluded or limited by applicable law.
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• 1. 1. We may terminate these Ts&Cs immediately by written notice and without liability to you (and terminate your access to the Services):
  1. 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
  2. if you breach any of the service restrictions or the acceptable use restrictions set out in clauses 3 and 4.
  1. 1. If we decide to discontinue any part of the Services, we will give you at least 30 days’ prior notice (unless we need to discontinue any Services immediately for legal reasons, including in order to comply with a court order). If you pay a Subscription Fee for your Subscription, we may provide you with a refund for amounts you have paid for the Services but not yet received.
     2. On termination for any reason:
  1. You must download copies of all documents (such as contracts and invoices) stored on the Services within 48 hours;
  2. any amounts that you owe us will become immediately payable and you authorise us to collect such amounts using a nominated payment method; and
  3. except as necessary to comply with clause 11.3a):
     1. all rights granted to you under these Ts&Cs shall cease;
     2. you must immediately cease all activities authorised by these Ts&Cs, including your use of any Services; and
     3.     you must immediately delete or remove the Services and all data derived from it from all devices, and immediately delete all copies of the Services in your possession or control.

1. 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 (an Event Outside Our Control).
   2. If an Event Outside Our Control takes place that affects the performance of our obligations under these Ts&Cs:

1. 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
2. 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.

1. 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 [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
   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 Services or which you use to contact us.
   3. Nothing in these Ts&Cs is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us.
   4. These Ts&Cs contain the entire agreement between you and us in respect of its subject matter. You acknowledge that you have not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these Ts&Cs. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
   5. 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. You may only transfer your rights or obligations under these Ts&Cs if we agree in writing.
   6. If any provision of these Ts&Cs is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these Ts&Cs shall not be affected.
   7. No delay, act or omission by us in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
   8. These Ts&Cs, their subject matter and formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction over any dispute arising under these Ts&Cs.