Please read this End‑User Licence Agreement (“Agreement”) before using the software and services (collectively, the “Software”). By clicking “accept”, installing, or using the Software, you agree to be bound by this Agreement.
“UPLA”, “we”, “us” or “our” means UPLA Ltd, a company registered in England and Wales. Website: upla.uk.
Registered office / company number: Leeds, UK / 16183153. Contact: legal@upla.uk.
Subject to your compliance with this Agreement, UPLA grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable licence to use the Software.
The Software is designed to interoperate with certain third-party software, platforms, application programming interfaces, or services ("Third-Party Software"). Such Third-Party Software is developed, maintained, and controlled by parties other than UPLA Ltd ("UPLA," "we," "us," or "our"), and UPLA has no control over, and assumes no responsibility for, any changes, updates, discontinuation, or modification of such Third-Party Software.
You acknowledge and agree that:
No refund shall exceed the amount actually paid by you for the then current annual licence term, and this remedy shall not apply where alternative compatibility, a workaround, or a fix is made available by UPLA within a reasonable time, or where the incompatibility arises from your own modification of the software or of your systems.
In no event shall UPLA's aggregate liability arising from or related to incompatibility with Third-Party Software exceed the amount refundable under the schedule above.
Any determination as to whether the Software's compatibility or functionality has been restored, or whether a workaround offered by UPLA is reasonably adequate, shall be made by UPLA acting reasonably and in good faith.
This clause should be read together with, and does not limit, the general Limitation of Liability and Disclaimer of Warranties sections of this Agreement.
Fees (if any) are set out in an order form, price list, or online plan you select. Unless stated otherwise, fees are inclusive of taxes. We may suspend the Software for non‑payment.
UPLA may provide reasonable support via email. We may update or change the Software from time to time, including to improve performance, security, or compliance, provided that such changes do not materially degrade the core functionality.
Our processing of personal data is described in our Privacy Policy. For Customer Data, to the extent we act as a processor, we will implement appropriate technical and organisational measures and process data only on your documented instructions.
Each party will protect the other’s confidential information with the same degree of care it uses to protect its own confidential information and will use it only to fulfil this Agreement.
UPLA and its licensors own all rights in the Software. No rights are granted except as expressly stated. If you provide feedback, you grant UPLA a perpetual, worldwide, royalty‑free right to use it to improve our products and services.
The Software is provided “as is”. To the maximum extent permitted by law, UPLA disclaims all warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non‑infringement, and that the Software will be error‑free or uninterrupted.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under law.
Subject to the foregoing, UPLA will not be liable for indirect, consequential, special, or punitive damages, loss of profits, or loss of data; and UPLA's aggregate liability arising out of or related to this Agreement will not exceed the greater of (i) the amounts paid by you to UPLA for the Software in the 12 months preceding the claim, or (ii) where the claim arises from Third-Party Software incompatibility under Clause [X] (Third-Party Compatibility), the refund amount set out in the table below.
Where a claim arises from a change to Third-Party Software rendering the Software wholly or substantially unable to perform its core functionality, in accordance with Clause [X] (Third-Party Compatibility), your sole and exclusive remedy is a partial refund of the annual licence fee paid, calculated from the date of your licence purchase as follows:
| Time since licence purchase | Refund of annual licence fee |
|---|---|
| Weeks 1–12 (first quarter) | 75% |
| Months 3–6 (second quarter) | 50% |
| Months 6–9 (third quarter) | 25% |
| After month 9 (fourth quarter) | 0% (no refund) |
No refund under this schedule shall exceed the amount actually paid by you for the then current annual licence term.
This Agreement begins when you accept it and continues until terminated. Either party may terminate for convenience by giving notice, or immediately for material breach. Upon termination, you must stop using the Software. Sections intended to survive will survive.
You will not export, re‑export, or transfer the Software in violation of applicable export laws and regulations.
This Agreement and any non‑contractual obligations are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
We may update this Agreement from time to time. Material changes will be notified to you (for example, by email or in‑app). Continued use after the effective date constitutes acceptance.
UPLA provides software with a focus on ‘Keeping Things Simple’ - helping people and businesses streamline technology challenges.
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