Terms & Conditions

Terms and Conditions

Last updated: Feb 24, 2025

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Application means the software program provided by the Company downloaded by You on any electronic device, named UpTecha Web App
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: Delaware, United States
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to UpTecha.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Services means the products and services that are provided by UpTecha
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Content means all text, information, data, images, audio or video material in whatever medium or form provided by either You or Us
Data Protection Laws means the The Delaware Online Privacy and Protection Act (DOPPA) and any legislation and/or regulation which amends, replaces, re-enacts or consolidates them
Your Data means electronic data and information submitted or collected and processed by or for You using the Services
Fees means the fees, if any, payable by the Client as set out in the Client Agreement
Intellectual Property Rights means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application for such rights), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor, topography rights, database rights and rights to sue for passing off.
Non-UpTecha Product means a software application or other product or service that is provided by a third party supplier and not by UpTecha
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to UpTecha, accessible from www.UpTecha .com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

UpTecha’s Responsibilities

Support Services

We will:

(a) provide Our standard customer support for the Services to You at no additional charge; and

(b) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for:

(i) planned downtime (of which We shall endeavour to provide at least 8 hours' electronic notice and which We shall schedule, to the extent practicable, during the weekend between 6:00 p.m. Friday and 9:00 a.m. Monday GMT+3 time); and

(ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure, Non-UpTecha Product failure, or denial of service attack.

Protection of Your Data.

(a) We will maintain appropriate administrative, physical, and technical safeguards for the protection of the confidentiality, integrity and availability of Your Data.

(b) Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except:

(i) to provide the Services and prevent or address service or technical problems;

(ii) as compelled by law in accordance with the related clause below; or

(iii) as You expressly permit in writing.

Client’s Responsibility

You will:

(a) be responsible for Users' compliance with these Terms & Conditions;

(b) managing records related to the legal basis for data processing (e.g. contracts with the data subject or consent records);

(d) prevent unauthorised access to or use of Services, and notify Us promptly of any such unauthorised access or use;

(e) use Services only in accordance with applicable laws and regulations.

3.2. Usage Restrictions

You will not:

(a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users;

(b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering;

(c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(d) use a Service to store or transmit Malicious Code;

(e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;

(f) attempt to gain unauthorised access to any Service or its related systems or networks;

(g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit;

(h) copy a Service or any part, feature, function or user interface thereof;

(i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted by Us;

(j) access any Service in order to build a competitive product or service; or

(k) reverse engineer any Service (save to the extent such restriction is permitted by law).

3.3. Removal of Content‍

If We are required by a licensor to remove Content, or receive information that Content provided by You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content. If You do not take required action, within a reasonable time, in accordance with the above, We may disable the applicable Content and Service until the potential violation is resolved.

Fees and Payment

Fees

You will pay all fees by Direct Debit, or as otherwise agreed, and in any case no later than the due date stated on the invoice. Payment obligations are non-cancellable and fees paid are non-refundable.

Invoicing and Payment

(a) Prior to the commencement of the Services, the Client will issue UpTecha with a unique Purchase Order Number (PO) if required.

(b) All UpTecha fees are exclusive of any local VAT or other taxes. If local VAT or taxes are due in addition to UpTecha’s fees these are also payable by the Client.

(c) All invoices relating to this Client Agreement shall be sent to the registered address of the Client or such other address as may be notified by the Client to UpTecha from time to time.

Proprietary Rights and Licenses

Reservation of Rights

Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Services, including all of Our related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein.

License by You to host Your Data

You grant Us a worldwide, limited-term license to host, copy, transmit and display Your Data and program code created by or for You using a Service, as necessary for Us to provide the Services.

License by You to use feedback

You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

Data Protection

UpTecha and the Client shall comply with their respective obligations under the Data Protection Laws, and references to Data Controller, Data Processor and Personal Data herein shall be interpreted as having the meanings defined within the Data Protection Laws.

Unless otherwise agreed between the Parties, each of them shall be a separate and independent Controller in respect of its own processing of the Data in connection with this Agreement, and shall be solely responsible and liable for its own processing of the Personal Data including (without limitation) the lawful basis for that processing and ensuring that the Data is processed in compliance with the Data Protection Laws.

If and to the extent that UpTecha is a Data Processor in relation to any personal data collected under this Agreement, UpTecha shall comply with the applicable provisions of Data Protection Laws and a Data Processing Agreement may be put in place with the Client.

Each Party shall assist the other in complying with all applicable requirements of the Data Protection Laws. In particular, each Party shall:

(a) consult with the other Party about any notices given to data subjects in relation to the Personal Data. As, prior to the provision of the Services, UpTecha does not have a direct relationship with the data subject, and in each case where consent is the lawful basis for processing Personal Data, the Client shall be solely responsible for obtaining the specific, informed, unambiguous and freely given consent of each data subject for the processing of their Personal Data by or on behalf of UpTecha unless otherwise agreed between the Parties.

(b) promptly inform the other Party about the receipt of any data subject access request, where possible consult with the other Party before releasing any personal data in response to a data subject access request, and provide the other Party with reasonable assistance where required by the other Party to comply with any data subject access request;

(c) notify the other Party without undue delay on becoming aware of any breach of the Data Protection Laws or any personal data breach in respect of the Data and co-operate with the other Party in respect of any notification required to be made, any investigation into the breach and any measures necessary to remedy the breach or mitigate the damage or harm caused by the breach;

(d) provide any assistance reasonably required by the other Party in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to breach notifications and consultations with supervisory authorities or regulators;

(e) maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Laws;

(f) have in place appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing of the Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to this Agreement, including where appropriate data protection by default and/or by design measures; and

(g) provide the other Party where requested with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws in connection with this Agreement.

In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

The categories of Personal Data processed pursuant to this Agreement and the nature and purpose of the processing, duration and the categories of data subjects, are as described below in clause below and as may be updated from time to time.

The processing comprises of the following:

(a) Data subjects: the personal data transferred concern the following categories of data subjects: customers and clients (including their staff) and other individuals authorised by the customer to use the Service

(b) The purpose of the transfer: the processing is necessary to provide the Services pursuant to this Agreement and internal analytics used for its continuous improvement.

(c) Categories of data: the personal data transferred concern the following categories of data: personal details (including any information that identiﬁes the data subject and their personal characteristics, including: name, address, contact details, age, date of birth, gender) employment details (including information relating to the employment of the data subject), goods or services provided and related information (including details of the goods or services supplied, licences issued, and contracts).

(d) Duration: The duration of the processing will be: until the earliest of (i) expiry/termination of this Agreement, or (ii) the date upon which processing is no longer necessary for the purposes of either Party performing its obligations under this Agreement (to the extent applicable) or under Data Protection Laws.

IPR indemnification

The Client shall indemnify UpTecha against all damages, losses and expenses arising as a result of any action or claim that information uploaded by the Client or on behalf of the Client infringes the Intellectual Property Rights of a third party.

UpTecha shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the Site or the Services infringes any Intellectual Property Rights of a third party, other than infringements referred to in the clause above.

The indemnities in clauses above are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require, at the indemnifying party's costs; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

The indemnities in clauses above may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

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 the amount actually paid by You through the Service 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.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

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

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us via the form on the main page.