Legal — Terms

Terms &conditions

The agreement between you and UCNHUB LLC covering this website, the enquiries you send us, and the software engineering work we take on for clients.

Last updated — Aug 29, 202628 sections

Who You Are Contracting With

The company behind UCN Hub.

UCN Hub is the software studio operated by UCNHUB LLC, a limited liability company formed under the laws of the State of Delaware, United States. In these Terms, “UCN Hub”, “we”, “us”, and “our” refer to UCNHUB LLC.

UCNHUB LLC is also the parent company of the products published under the UCN name, including UCN Mail and UCN VPN. Those are separate services with their own terms, described in the Our Other Products section below.

Legal entity: UCNHUB LLC
Entity type: Delaware limited liability company
File number: 10710550
Registered office: 254 Chapman Rd, Suite 101-B
Newark, DE 19702, United States
Contact: [email protected]

What These Terms Cover

Two distinct things, one document.

This document does two jobs, and it is worth being clear about which part applies to you.

Most people reading this are simply visiting ucnhub.com. For you, the parts that matter are the rules for using the site, what happens to an enquiry you send, and the standard legal sections at the end. Nothing here obliges you to buy anything.

If you go on to engage us to build software, these Terms also form the framework agreement underneath that work. The specifics of your project — scope, timeline, team, price — live in a separate Statement of Work, and the two documents are read together.

Website terms

Sections on site use, enquiries, intellectual property in our own material, third-party links, disclaimers, and liability apply to everyone who visits ucnhub.com, whether or not you ever contact us.

Engagement terms

Sections on how an engagement is formed, estimates and change control, your responsibilities, fees, acceptance, ownership of work, confidentiality, and non-solicitation apply only once you have signed a Statement of Work with us.

Product terms

These Terms do not govern UCN Mail or UCN VPN. Those products are sold under their own terms of service, accepted separately when you create an account with them.

Acceptance of These Terms

When this agreement takes effect.

These Terms form a binding agreement between you and UCNHUB LLC. You accept them by using this website, by sending us an enquiry, or by entering into an engagement with us.

If you are accepting these Terms on behalf of a company or other organisation, you confirm that you have the authority to bind that organisation, and “you” refers to that organisation.

If you do not agree to these Terms, do not use the site and do not engage us.

You must be at least 18 years old and legally able to enter into a contract
You must not be barred from receiving our services under applicable sanctions or export control laws
You are responsible for compliance with the laws that apply to you and to the work you ask us to carry out

Definitions

Terms used throughout this document.

Site

The website published at ucnhub.com and its subdomains, including the enquiry form and everything we publish on it.

Services

The software engineering, design, architecture, integration, deployment, and advisory work we perform for a client under a Statement of Work.

Engagement

A specific piece of work you have contracted us to deliver, governed by these Terms together with its Statement of Work.

Statement of Work (SOW)

The written document — a proposal, order form, or scope document we both sign — setting out the deliverables, timeline, team, commercial terms, and any project-specific variations to these Terms.

Deliverables

The source code, designs, documentation, configuration, infrastructure definitions, and other materials we create specifically for you and hand over under an Engagement.

Background IP

Anything we owned, licensed, or developed before an Engagement, or independently of it — including our internal libraries, tooling, boilerplate, architectural patterns, and know-how. Background IP is not created for you and is not transferred to you.

Client Materials

Everything you supply to us for an Engagement: brand assets, content, data, credentials, specifications, third-party licences, and access to your systems.

Enquiry

Anything you send us through the form on the Site or by email before an Engagement exists — typically a description of what you want built.

Use of This Website

What the site is, and how it may be used.

The Site is a marketing and information resource. It describes what we do, shows selected work, and gives you a way to get in touch. It is not a product, it has no user accounts, and nothing on it is an offer capable of acceptance.

You may read the Site, and share links to it, for your own lawful purposes. You may not do any of the following:

Scrape, harvest, or systematically extract content from the Site, or use automated tools against it beyond ordinary search engine indexing
Copy, republish, or repurpose our copy, case studies, designs, or code samples as your own material
Probe, scan, or test the Site or its infrastructure for vulnerabilities without our prior written permission
Attempt to defeat the rate limits or anti-spam measures on the enquiry form, or submit through it by automated means
Introduce malware, or use the Site to distribute unlawful, infringing, or misleading material
Frame or mirror the Site, or present it in a way that implies an association or endorsement that does not exist

Note

If you believe you have found a security issue on the Site or in any UCN product, please report it to [email protected] rather than exploiting it. We will not pursue a researcher who reports a genuine issue in good faith and gives us a reasonable chance to fix it.

Enquiries and Project Briefs

What happens when you send us something.

The enquiry form asks for your name, your email address, and a description of what you are building. We aim to reply within one working day. The form is rate-limited and screened for automated submissions.

Sending an enquiry costs nothing and commits neither of us to anything. We are not obliged to accept a project, and we may decline without giving reasons.

Accuracy

Please give us accurate contact details and an honest description of what you need. We scope and price from what you tell us, and an estimate built on an inaccurate brief is worth very little to either of us.

Confidentiality of a brief

We treat enquiries as commercially sensitive and do not publish them or pass them to anyone outside our team. However, an unsolicited enquiry is not covered by a confidentiality agreement, because none is in place yet. If your brief contains genuinely sensitive material, send us an outline first and ask for an NDA before the detail.

Ideas and similarity of work

We work across many clients and sectors, and we regularly receive briefs describing similar problems. Sending us a brief gives us no ownership of your idea, but it also does not stop us from working on comparable projects for other clients, provided we do not use your confidential information to do so.

Unsolicited proposals

Do not send us unsolicited business plans, pitch decks seeking investment, sample code, or other material you expect to be paid or credited for. Anything you send outside a signed agreement is received on a non-confidential, non-obligation basis.

Recruitment and vendor pitches

The enquiry form is for project briefs. Recruitment agency approaches, outsourcing pitches, SEO and link-building offers, and comparable unsolicited commercial mail sent through it are unwelcome and may be blocked.

Important

Do not send credentials, API keys, personal data about third parties, or regulated data through the enquiry form or by ordinary email. It is not a secure channel. Once an engagement begins we will agree a proper method for transferring anything sensitive.

The Services We Provide

What UCN Hub actually does.

We are a software studio. We design, build, ship, and hand over digital products, working as an embedded engineering team rather than a body shop.

Our work generally falls into four areas, though most engagements cut across more than one:

Product engineering — web platforms and SaaS products, covering architecture, front end, APIs, and data model
Mobile applications — native-feel iOS and Android products with offline-first data and real-time sync
AI and data systems — retrieval pipelines, agents, and evaluation harnesses built to survive production
Cloud and platform — infrastructure, CI/CD, and observability so releases are routine and rollbacks are instant

Note

We are a software studio, not a hosting provider, a registrar, a managed service provider, or a certifying body. Unless a Statement of Work says otherwise, we build and hand over software; we do not operate it for you in production, and we do not take on regulatory obligations that belong to you as the operator.

How an Engagement Is Formed

From brief to signed scope.

Nothing on this Site, in a conversation, or in an indicative quote creates an engagement. We are contracted to build something only when a Statement of Work is signed by both parties, or when you give clear written approval to begin against a written scope and price we have sent you.

Our normal path from first contact to a signed scope runs as follows:

1You send a brief, and we talk it through to understand the problem, the constraints, and the deadline that actually matters
2We pressure-test the brief and produce a technical architecture, a risk list, and a build plan
3We issue a Statement of Work setting out deliverables, milestones, team composition, assumptions, exclusions, and price
4Both parties sign, you pay any deposit specified, and the engagement starts on the agreed date

Order of precedence

If a signed Statement of Work conflicts with these Terms, the Statement of Work governs — but only for that Engagement, and only where the conflict is explicit. A separate Master Services Agreement, where one is signed, sits above both.

Discovery as its own engagement

Where a brief is not yet well enough defined to price a build, we will usually propose a paid discovery phase first. Discovery is a real deliverable — architecture, roadmap, and a fixed estimate — and it is chargeable whether or not you go on to commission the build.

Team

We assign the people we judge best suited to the work and may substitute equivalently qualified personnel. Where an SOW names specific individuals as key personnel, we will not substitute them without telling you first.

Subcontracting

We may use vetted subcontractors or specialist associates for parts of an Engagement. We remain fully responsible to you for their work, and they are bound by confidentiality obligations no less protective than ours.

Estimates, Scope and Change Control

What a number means, and what happens when things move.

An estimate is our professional judgement of the effort a defined scope will take, based on the information available when we give it. A fixed price in a signed Statement of Work is a commitment; an indicative figure given in conversation, in an email, or during discovery is not.

Software scope moves. That is normal, and we would rather handle it openly than pretend a plan written in week one survives contact with real users.

What a fixed price is fixed against

A fixed price is fixed against the scope, assumptions, and exclusions written into the Statement of Work. Change the scope and the price changes with it. The assumptions are listed precisely so that neither of us has to argue later about what was implied.

Change requests

Either party may request a change. We will assess its effect on cost and timeline and issue a written change order. Work on a change begins once you approve that change order in writing — we will not quietly absorb scope and invoice you for it afterwards, and we will not build to a verbal instruction that moves the price.

Small changes

Minor adjustments that do not materially affect effort are absorbed as part of ordinary iteration. We are not going to raise a change order over a copy tweak or a spacing fix.

Timelines

Dates in a Statement of Work are targets built on the assumption that dependencies land on time — your approvals, your content, your third-party access. Unless the SOW expressly states that time is of the essence and attaches a remedy, delivery dates are estimates rather than guarantees.

Delay caused by dependencies

Where an Engagement is blocked by something outside our control — an approval we are waiting on, an unavailable third-party API, a delayed credential — we will tell you and, where practical, redeploy the team. Extended blocking may cause a re-plan, and where a team has been reserved for you we may charge for the reserved capacity.

Important

We do not begin work outside a signed scope on the understanding that it will be papered later. If you need something started urgently, ask us for a short written scope covering that piece — it takes an hour and it protects both sides.

Your Responsibilities During an Engagement

What we need from you to deliver.

Our ability to hit a date depends heavily on things only you can provide. Where these are late, the timeline moves, and we are not liable for the resulting delay.

Nominate a decision-maker who can give approvals and resolve questions within the agreed response times
Provide Client Materials — content, brand assets, data, and specifications — in the formats and by the dates agreed
Provide timely access to your systems, repositories, environments, and third-party accounts we need to work in
Review and sign off deliverables within the review windows in the Statement of Work
Obtain and maintain the third-party licences, subscriptions, and services your product depends on, in your own name
Keep your own backups of anything in your environments, and tell us before we work against production data

Rights in Client Materials

You confirm that you own the Client Materials or hold the rights needed for us to use them for the Engagement, and you grant us a licence to do so for that purpose. We rely on that confirmation and do not independently verify the provenance of what you send us.

Regulated and sensitive data

Tell us in advance if an Engagement will involve protected health information, cardholder data, government-classified material, biometric data, or anything else carrying specific regulatory obligations. Those obligations change how we build and require agreements to be put in place first. Do not place such data into an environment we work in without that conversation.

Compliance of the product itself

You are responsible for whether the product you have asked us to build is lawful in the markets you operate in, and for obtaining any licence, consent, or regulatory approval it needs. We build to your specification; we do not warrant that your business model is compliant, and we are not your legal advisers.

Accessibility and standards

Where an SOW names an accessibility, security, or performance standard as a requirement, we build to it and test against it. Where none is named, we apply reasonable professional practice, which is not the same as certified conformance.

Fees, Invoicing and Payment

How the commercial side works.

Fees, the billing model, and the payment schedule for an Engagement are set out in its Statement of Work. We work on fixed-price, time-and-materials, and monthly retainer bases depending on how well defined the work is.

Unless the Statement of Work says otherwise, invoices are payable within 14 days of the invoice date, in the currency stated, without set-off or deduction.

Deposits

Most engagements require a deposit or first-milestone payment before work begins. We reserve team capacity against that payment, so a deposit is non-refundable once the reserved period starts, except where we fail to start through our own fault.

Retainers

Retainers buy a block of capacity for a period. Unused capacity does not roll forward unless the SOW says it does, because the cost to us is the reserved time rather than the work performed. Retainers renew for successive periods until either party gives the notice specified in the SOW.

Expenses

Third-party costs incurred for your project — cloud infrastructure, paid APIs, licences, app store fees, travel agreed in advance — are recharged at cost unless the SOW folds them into the price. Wherever practical these should be bought in your own name, on your own accounts, so that you keep control of them.

Late payment

Overdue invoices may attract interest at 1.5% per month, or the maximum permitted by law if lower, accruing from the due date. We may also recover reasonable costs of collection.

Suspension for non-payment

If an invoice is more than 14 days overdue we may suspend work and withhold delivery of undelivered Deliverables after giving you written notice. Suspension does not extend a fixed price or relieve you of fees already accrued, and restarting a suspended engagement is subject to team availability.

Disputed invoices

Tell us in writing within 10 days of the invoice date if you dispute an item, explaining what and why. The undisputed balance remains payable on time while we resolve the rest.

Taxes

Prices are exclusive of taxes unless stated otherwise. You are responsible for any sales, use, VAT, GST, withholding, or similar taxes arising from the Engagement, other than taxes on our income. Where withholding is required by law, you will gross up so we receive the amount we would have received without it.

Delivery, Acceptance and Defects

Sign-off and the warranty that follows it.

We deliver in increments rather than in a single drop at the end. Each milestone in a Statement of Work is delivered for your review, and you have the review window stated there — normally ten business days — to accept it or to give us a written list of defects measured against the agreed scope.

A milestone is treated as accepted when you approve it, when the review window passes without a written response, or when you put it into production use.

What counts as a defect

A defect is a material failure of a Deliverable to work as described in the Statement of Work. A request for behaviour that was never specified is a change request, not a defect, and goes through change control.

Correcting defects

We correct genuine defects at our own cost, within a reasonable time, as our primary obligation and your primary remedy for defective work.

Warranty period

Unless the SOW states otherwise, Deliverables carry a 30-day warranty from acceptance, during which we fix defects you report at no charge. After it expires, corrective work is chargeable, usually under a support arrangement.

What the warranty does not cover

The warranty does not extend to problems caused by changes made by anyone other than us, by your environment or infrastructure, by third-party services or their breaking changes, by use outside the intended scope, or by Client Materials we were told to rely on.

Handover

At the end of an Engagement we hand over source code, documentation, runbooks, and credentials we hold on your behalf, and — where the SOW provides for it — pair with your engineers until they own the system outright. Handover is conditional on your account being settled.

Intellectual Property and Ownership of Work

Who owns what, and when.

This section matters more than any other in a software engagement, so it is worth reading closely.

On full payment of all fees due for an Engagement, we assign to you all intellectual property rights in the Deliverables created specifically for you under it. Until payment is made in full, those rights remain ours, and you have only a revocable licence to evaluate the work during review.

Background IP

We keep ownership of our Background IP — internal libraries, tooling, scaffolding, patterns, and know-how that predate your project or are developed independently of it. Where Background IP is embedded in a Deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify, and distribute it as part of that Deliverable, which is what you actually need in order to own and run your product.

What we keep

Nothing in an Engagement restricts our right to reuse the general skills, techniques, and experience our engineers acquire. We build comparable systems for other clients and will continue to; the constraint on us is your confidential information, not the fact that we have solved a similar problem before.

Your material

You keep ownership of Client Materials and of your data throughout. We claim no rights in them beyond the licence needed to perform the Engagement.

Our brand and this Site

The UCN Hub and UCNHUB names, logos, the design and copy of this Site, and our published material are owned by UCNHUB LLC and are not part of any Deliverable. These Terms grant you no right to use them.

Feedback

If you send us feedback or suggestions about how we work or about our own tooling, you grant us an unrestricted right to use it without obligation or compensation to you.

Important

Assignment is conditional on payment in full. If an Engagement is terminated with fees outstanding, the intellectual property in the unpaid Deliverables does not transfer, and you have no right to use, deploy, or continue developing them until the account is settled.

Third-Party and Open-Source Components

What is in the code we hand you.

Modern software is assembled as much as it is written. Deliverables will normally incorporate open-source libraries, frameworks, and third-party services, and this is a deliberate engineering choice rather than a shortcut.

Open-source components are licensed to you by their own authors under their own licences, not by us. We do not assign or warrant rights in them, and we cannot grant you more than those licences allow.

We select components with licences appropriate to your intended use, and we will tell you if something you have asked for requires a licence with obligations you should be aware of
We can provide an inventory of the significant third-party components in a Deliverable on request
Paid third-party services, APIs, and SDKs your product depends on must be licensed in your own name and are your ongoing cost and responsibility
Third parties change, deprecate, and withdraw their services, and doing so is outside our control

Note

Tell us at the outset if your organisation has an open-source licensing policy, an approved-vendor list, or a constraint such as avoiding copyleft licences. Applied at the architecture stage this costs almost nothing; applied after a build it can mean substantial rework.

Confidentiality

Obligations that run both ways.

Each party may receive confidential information from the other — technical, commercial, or strategic material that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

Each party will use the other's confidential information only for the Engagement, protect it with at least the care it applies to its own confidential information, and disclose it only to personnel and subcontractors who need it and are under equivalent obligations.

Exclusions

These obligations do not apply to information that is or becomes public without breach, was already lawfully known to the receiving party, is independently developed without reference to the disclosing party's information, or is lawfully received from a third party free to disclose it.

Required disclosure

Either party may disclose confidential information where compelled by law or by a court or regulator, provided it gives prompt notice where legally permitted so the other party can seek protection.

Duration

Confidentiality obligations survive the end of an Engagement for three years, and indefinitely for anything that qualifies as a trade secret under applicable law.

Separate NDAs

Where we have signed a separate non-disclosure agreement with you, that agreement governs confidentiality between us to the extent it conflicts with this section.

Credentials and access

Access we are given to your systems is used only for the Engagement, shared only within the delivery team, and surrendered at handover. Tell us immediately if you need access revoked, and rotate the credentials you gave us once an Engagement ends — that is good hygiene regardless of trust.

Data Protection and Privacy

Our respective roles over personal data.

How we handle personal data collected through this Site — the enquiry form, and our analytics and cookie use — is described in our Privacy Policy and Cookie Policy, which form part of these Terms. Regarding that data we act as the controller.

During an Engagement we may process personal data held in your systems or contained in Client Materials. Regarding that data you are the controller and we act as your processor, handling it only on your documented instructions and only as needed to perform the Services.

Clients subject to the GDPR, UK GDPR, or comparable regimes should request a Data Processing Agreement before an Engagement involving personal data begins
We use sub-processors — including cloud infrastructure, communications, and development tooling providers — to deliver the Services
Data may be processed in the United States and in other countries where we and our providers operate
We prefer to work against anonymised, masked, or synthetic data in development environments, and will ask for it wherever a project allows

Important

Do not give us access to live production data containing personal information without first agreeing the basis for it in writing. If personal data reaches us in a way we did not expect or agree to, tell us and we will work with you to contain and delete it.

Portfolio and Publicity

Whether we can talk about your project.

Our published work is how new clients find us. Unless your Statement of Work says otherwise, we may identify you as a client and describe the work at a general level once it is publicly launched — the problem, our role, the technologies used, and screenshots of publicly visible interfaces.

We will never publish your confidential information, your data, your internal metrics, or unlaunched work, and we will not misrepresent our role in a project.

You may withdraw permission for a specific case study at any time by writing to us, and we will remove it from the Site within a reasonable period
Where a project is sensitive, we are happy to agree an anonymised reference or a full publicity embargo before the Engagement starts — ask, and it goes in the SOW
Using each other's trademarks or logos in marketing beyond this is subject to the owner's prior written approval

Non-Solicitation of Personnel

Protecting the team on both sides.

During an Engagement, and for 12 months after it ends, neither party will knowingly solicit for employment or engagement any individual who was materially involved in that Engagement on the other side, without the other party's written consent.

This does not prevent general recruitment advertising not targeted at those individuals, and it does not apply to someone who approaches you independently in response to such advertising.

Where you do hire someone from our delivery team with our consent, the parties will agree a reasonable introduction fee reflecting the cost of replacing them. This is not a penalty; it reflects that a studio's capacity is its people.

Our Other Products

UCN Mail and UCN VPN.

UCNHUB LLC publishes consumer and business products under the UCN name. The two live services are UCN Mail, a managed email hosting platform at ucnmail.com, and UCN VPN, a virtual private network service at ucnvpn.com.

Those products are operated as separate services with their own terms of service, privacy policies, pricing, billing, accounts, and support channels. Nothing in this document creates rights or obligations in relation to them, and accepting these Terms does not sign you up to either.

To use UCN Mail or UCN VPN you accept that product's own terms when you create an account with it
Support, billing, and data questions about those products go to their own support channels, not through this Site
Where an Engagement integrates your product with UCN Mail or UCN VPN, your use of those services is still governed by their own terms
Shared corporate ownership does not make one UCN service liable for another's obligations, availability, or acts

Third-Party Services and Links

Things we depend on but do not control.

This Site and the Services rely on third parties — hosting, email delivery, analytics, cloud platforms, app stores, and the APIs your product integrates with. Their terms govern their services, and we are not responsible for their acts, omissions, pricing changes, or availability.

Links from this Site to external sites are provided for convenience and are not an endorsement. We do not control their content and are not responsible for it.

Term, Suspension and Termination

How an engagement ends.

These Terms apply while you use the Site, and for the duration of any Engagement together with the sections that expressly survive it.

An Engagement runs until its Deliverables are accepted and paid for, or until terminated under this section.

Termination for convenience

Either party may terminate an Engagement on 30 days' written notice unless the SOW sets a different period. On termination you pay for all work performed and all costs irrevocably committed up to the effective date, including any reserved capacity within the notice period.

Termination for cause

Either party may terminate immediately if the other commits a material breach that is not cured within 15 days of written notice, becomes insolvent, or enters administration, liquidation, or an equivalent process.

Termination for non-payment

We may terminate an Engagement where an invoice remains unpaid 30 days after its due date and we have given written notice of the default.

Effect of termination

On termination we stop work, invoice for everything accrued, and — once that invoice is settled — hand over the Deliverables completed to that point in their then-current state, together with the credentials and materials we hold for you. Work in progress is handed over as-is, without warranty, and without any obligation to complete it.

Survival

The sections on intellectual property, confidentiality, data protection, non-solicitation, disclaimers, limitation of liability, indemnification, and governing law survive termination, along with any accrued payment obligation.

Disclaimer of Warranties

What we do and do not promise.

We warrant that the Services will be performed with reasonable skill and care, by suitably qualified personnel, in a professional manner consistent with prevailing industry practice. That is a real commitment and we stand behind it.

Beyond that warranty and the defect warranty above, and to the maximum extent permitted by law, this Site and the Deliverables are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

In particular, we do not warrant that software will be uninterrupted, error-free, or free of every vulnerability; that it will achieve any particular commercial, performance, or revenue outcome; that it will remain compatible with third-party services that change outside our control; or that the Site will always be available or accurate.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

Note

No software is free of defects, and any engineer who tells you otherwise is selling something. What we commit to is competent work, honest reporting of what we find, and fixing what breaks within the warranty we have given.

Limitation of Liability

The limits of what we can be held to.

To the maximum extent permitted by law, UCNHUB LLC and its members, officers, employees, subcontractors, and suppliers will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, goodwill, business, anticipated savings, or data, arising out of or relating to the Site, the Services, or any Engagement, however caused and on any theory of liability, even if advised of the possibility.

Our total aggregate liability for all claims relating to an Engagement will not exceed the total fees you paid us under that Engagement in the twelve months immediately before the event giving rise to the claim.

For claims relating to the Site by someone who is not an Engagement client, our total aggregate liability will not exceed one hundred US dollars (US$100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any statutory consumer rights you may have.

Important

Keep your own backups, keep your own copies of source code in a repository you control, and keep your third-party accounts in your own name. These limits are ordinary for professional services, and the practical protection against a bad outcome is control of your own assets — not a clause in a contract.

Indemnification

Claims arising from each side's contribution.

You agree to indemnify and hold harmless UCNHUB LLC and its members, officers, employees, and subcontractors against any claim, demand, loss, liability, or expense — including reasonable legal fees — arising out of Client Materials, your use of the Deliverables, the operation of your product, your breach of these Terms, or your violation of any law or third-party right.

We will indemnify you against third-party claims that Deliverables we created for you, used as delivered and as intended, infringe that third party's intellectual property rights — excluding claims arising from Client Materials, from open-source or third-party components licensed by others, from your modifications, or from combining the Deliverables with anything we did not supply.

Where such a claim arises, we may at our option procure the right to continue using the affected material, modify it so it is non-infringing, or accept its return against a refund of the fees paid for it. Each party will give the other prompt written notice of a claim and reasonable co-operation in its defence.

Changes to the Site and These Terms

How updates are made and communicated.

We may change, add to, or withdraw parts of this Site at any time, including the work we show and the services we describe.

We may also update these Terms. When we do, we will revise the “Last updated” date at the top of this page. Continuing to use the Site after a revision takes effect constitutes acceptance of it.

For anyone with a live Engagement, a change to these Terms does not alter the terms governing that Engagement. Work already contracted continues under the Terms in force when its Statement of Work was signed, unless we both agree otherwise in writing.

Governing Law and Disputes

Which law applies and where disputes are heard.

These Terms, and any dispute arising from them or from an Engagement, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and UCNHUB LLC agree to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party waives any objection to venue in those courts.

If you are a consumer resident in a jurisdiction whose law grants you the right to bring proceedings locally, or to rely on your local consumer protection law, this section does not remove that right.

1Raise the issue with us in writing at [email protected], setting out what has gone wrong and what you want done about it
2Senior representatives of both parties discuss it in good faith within 30 days of that notice
3If it remains unresolved after that period, either party may commence proceedings

Note

Almost every dispute in this line of work comes down to a mismatch between what one side expected and what the other believed was scoped. Tell us early. A conversation in week three is cheaper than a claim in month nine, and we would rather fix the work than argue about it.

General Provisions

The remaining standard terms.

Entire agreement

These Terms, together with any signed Statement of Work, Master Services Agreement, non-disclosure agreement, Privacy Policy, and Cookie Policy, are the entire agreement between you and UCNHUB LLC, and supersede any prior discussions, proposals, or representations.

Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

Severability

If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the remaining provisions will stay in full force.

No waiver

A failure to enforce any provision is not a waiver of the right to enforce it later. A waiver is effective only if given in writing.

Assignment

You may not assign or transfer these Terms or an Engagement without our written consent, which will not be unreasonably withheld. We may assign to an affiliate, or in connection with a merger, acquisition, or sale of substantially all our assets.

Force majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable control, including network or power failures, acts of government, natural disaster, armed conflict, industrial action, or the failure of an upstream provider. Payment obligations already accrued are not excused.

Notices

Notices to us go to [email protected] and, for formal legal notice, to our registered office address above. Notices to you go to the email address on your Engagement record or the address in your Statement of Work.

No third-party beneficiaries

These Terms are for the benefit of the parties only. Except where expressly stated, no third party has any right to enforce them.

Headings and interpretation

Headings are for convenience and do not affect interpretation. “Including” means “including without limitation”, and these Terms will not be construed against the drafting party.

Contact Us

How to reach us about this agreement.

Questions about these Terms, about a proposed engagement, or any formal legal notice relating to the Site or the Services should be sent to:

Entity: UCNHUB LLC
Address: 254 Chapman Rd, Suite 101-B
Newark, DE 19702, United States
Email: [email protected]
Project enquiries: ucnhub.com — start a project
Response time: Within one working day