Terms and conditions

We UC Ltd is registered in England and Wales, company number 15200847, with its registered office at Ariadne House, Town Quay, Southampton, SO14 2AQ, United Kingdom.

In these terms:

• "Software Services" means work we do for you, including Rescue audits, building software ("Build") and ongoing maintenance and support ("Run").
• "Proposal" means the written quote, proposal or statement of work we agree with you for an engagement or phase, including its scope, price and timing.
• "Deliverables" means the code, documents and other materials we create for you under a Proposal.
• "Hosted Services" means software we host and provide to you on a subscription, including the We UC app at app.weuc.com, together with related applications and support.
• "Content" means data, information or material transmitted, stored or received through a Hosted Service.
• "Account" means the user credentials needed to access a Hosted Service.

If a Proposal conflicts with these terms, the Proposal applies for that engagement. Products from We UC with their own terms on their own websites, such as Olatti, Quenta, Scheduler and Evalua, are governed by those terms.

You must be acting for a business and be at least 18 years old. If you accept these terms on behalf of a business, you confirm you have authority to bind it.

Each engagement, or each phase of a larger engagement, is described in a Proposal. We price each phase at a fixed fee unless the Proposal says otherwise. Work outside the agreed scope needs a written change request, which we'll quote before carrying it out.

Timelines in a Proposal are our best estimate and depend on you providing access, information and decisions when we need them.

A Rescue audit is a review of an existing application for a fixed fee of £1,500 plus VAT, unless the Proposal states a different fee. We review the areas agreed in the Proposal, such as security, data, hosting, code and running costs, and give you a written report with a prioritised, priced plan.

We carry out audits with read-only access and don't change your systems during an audit. An audit reflects what we find in the material we're given access to. It reduces risk but can't guarantee that every issue has been found.

If you commission us to carry out a fix following an audit, we deduct the audit fee from the price of the first phase of that fix.

• Give us the access, information and decisions we reasonably need, when we need them.
• Make sure you have the right to give us access to the systems, code and data you share, including any personal data.
• Keep your own backups of your systems and data.
• Pay for your own third-party accounts and costs, such as hosting, licences and app store fees, unless the Proposal says we'll cover them.

Your existing code, data and materials stay yours. We don't acquire any rights in them, other than permission to use them to carry out the work.

Once you've paid in full for a phase, ownership of the bespoke Deliverables we created for you in that phase transfers to you, including the intellectual property rights in them.

We keep ownership of our pre-existing tools, libraries, templates and know-how. Where any of these are included in your Deliverables, we grant you a perpetual, royalty-free, non-exclusive licence to use, modify and maintain them as part of those Deliverables. Open-source components remain subject to their own licences.

We'll perform Software Services with reasonable skill and care, using suitably qualified people. Any warranty period for Deliverables is set out in the Proposal.

We aren't responsible for faults in code, systems or third-party services that we didn't write or supply, although we'll tell you about problems we notice.

Run support is provided on a monthly retainer for software we've built or rescued. What's included, response times and the notice period to end the retainer are set out in the Proposal.

You'll pay the fees in the Proposal, plus VAT, within the payment period stated on our invoice. If payment is late we may pause work until it's made, and we may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

Unless the Proposal says otherwise, either of us can end an engagement by giving written notice. You'll pay for work completed and costs committed up to the date it ends, and we'll hand over the work completed for any phase you've paid for.

Each of us will keep the other's confidential information confidential, use it only for the purpose of working together, and share it only with people who need it for that purpose and are bound by the same obligations. This doesn't apply to information that's public, that the other already had, or that must be disclosed by law. This obligation continues after our work together ends.

To use a Hosted Service you must register for an Account with accurate and complete information. You're responsible for keeping your Account credentials confidential and for all activity under your Account, and you must tell us immediately about any unauthorised use or security breach.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Hosted Services in line with these terms. You'll use them only for lawful purposes and in line with all applicable laws. You must not:

• use a Hosted Service in a way that could disable, overburden, damage or impair it, or interfere with anyone else's use of it;
• transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene or otherwise objectionable;
• gain or attempt unauthorised access to any data, system or network;
• introduce viruses or other malicious or harmful material;
• resell, rent, lease or distribute a Hosted Service to any third party without our prior written consent;
• reverse engineer, decompile or disassemble any software used in a Hosted Service, or attempt to discover its source code, except where the law allows it;
• access or use a Hosted Service through automated means such as scripts or bots, unless we've agreed it.

Some features require subscription fees, as specified at the time of purchase or in your service agreement. Fees are billed in advance on a recurring basis, monthly or annually, and are non-refundable except as these terms provide.

You must provide a valid payment method and confirm you're authorised to use it. If fees aren't paid when due, we may suspend or terminate your Account. You're responsible for all applicable taxes and duties.

We work to provide the Hosted Services continuously but don't guarantee uninterrupted availability. Scheduled maintenance or unexpected outages may happen. Support is provided as described on our website or in your service agreement, and may be limited to certain hours or channels.

All intellectual property rights in the Hosted Services, including software, content and trademarks, are owned by We UC or its licensors. Apart from the licence in these terms, all rights in the Hosted Services remain with us or our licensors. Your Content remains yours.

If you give us feedback or suggestions, you do so voluntarily and we may use them without any obligation to you.

By you

To terminate a Hosted Services contract, you must give We UC no less than 6 months' prior written notice. Terminating during the contracted period will lead to charges equal to an average of the last 3 months' invoice revenue, or anticipated charges if 3 invoices have not been generated, multiplied by the number of months remaining in the contract term. Where this notice is not given, the termination fee will be equal to an average of the last 3 months' billing multiplied by the remaining contract term, which you agree is a genuine estimate of the loss suffered as a result of the breach.

By us

We may suspend or terminate your access to a Hosted Service immediately if you breach these terms, if fees aren't paid, or where we need to in order to comply with legal requirements.

What happens on termination

When a Hosted Services contract ends, the rights granted to you end, you must stop using the service, and any outstanding fees become immediately due.

Our privacy policy explains how we handle personal data and forms part of these terms. Where we process personal data on your behalf, we act as your processor as described in it, and we'll sign a data processing agreement with you where one is needed.

Except as expressly set out in these terms or a Proposal, our website and Hosted Services are provided "as is" and "as available", and we exclude all other warranties, conditions and terms to the extent the law allows, including implied terms about satisfactory quality, fitness for a particular purpose and non-infringement, and any promise that they will meet your requirements or be uninterrupted, secure or error-free.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that, we won't be liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, data or goodwill, arising out of or in connection with these terms, our Software Services or the Hosted Services.

Our total liability to you for all claims arising out of or relating to these terms, a Proposal or the Hosted Services will not exceed the amount you paid to We UC in the twelve months before the claim arose.

You'll indemnify We UC, its affiliates, officers, directors, employees and agents against claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising from your use of the Hosted Services, your breach of these terms, or materials you give us infringing anyone else's rights.

Terms that by their nature should continue after our work together or a contract ends will continue, including those on ownership and intellectual property, confidentiality, warranties, liability and indemnity.

We may update these terms from time to time by posting a new version on this page and updating the date at the top. Continuing to use the website or a Hosted Service after a change means you accept the new terms. For Software Services, the terms in force when you accepted the Proposal apply to that engagement unless we both agree otherwise.

These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms: support@weuc.com, or We UC Ltd, Ariadne House, Town Quay, Southampton, SO14 2AQ, United Kingdom.