Terms and Conditions

Terms & Conditions YUPL Digital Services

Last updated: 17 April 2026

Welcome to YUPL. These Terms and Conditions ("Terms") govern your use of our website at yupl.com and any engagement with YUPL for software development, security testing, consulting, or other digital services. By accessing our website or engaging our services you agree to be bound by these Terms. If you do not agree you must not use the website or engage the Services.

1. Definitions

"YUPL", "We", "Us", "Our" refers to YUPL Digital, a company registered in England and Wales, operating from 24 Holborn Viaduct, London EC1A 2BN.

"Client", "You", "Your" refers to any individual or organisation engaging YUPL's services or accessing our website.

"Services" refers to all software development, consulting, design, and digital services provided by YUPL as outlined in individual project agreements.

"Deliverables" refers to all work products, code, designs, documentation, and other materials created by YUPL during the course of an engagement.

2. Our Services

YUPL provides professional digital services including but not limited to:

• Bespoke software development and web applications
• Mobile application development (iOS, Android, cross-platform)
• Ecommerce platform development and consulting
• AI and machine learning solutions
• Cloud infrastructure and DevOps services
• Penetration testing and security assessments
• Digital transformation consulting
• UI/UX design and branding

Specific services, deliverables, and timelines are defined in individual project proposals and statements of work.

Our Services are intended for use by businesses. If you are a consumer acting outside the scope of your trade, business, craft or profession, statutory consumer rights in England and Wales are not affected or limited by these Terms.

3. Acceptable Use of the Website

When accessing yupl.com you must not, and must not permit any third party to:

• use the website in any way that is unlawful, fraudulent, harmful, or otherwise contrary to these Terms;
• attempt to gain unauthorised access to, probe, scan, disrupt, or interfere with the website, the servers on which it is hosted, or any connected systems or networks, including by means of denial-of-service attacks, brute-force or credential-stuffing attacks, or the introduction of malware, viruses, or harmful code;
• scrape, spider, harvest, mass-copy, or otherwise extract content from the website by automated means, or overload our infrastructure with excessive requests;
• reverse-engineer, decompile, or attempt to derive source code from any software or services we provide, save to the extent such restriction is prohibited by applicable law;
• upload or transmit content that is defamatory, obscene, infringing, or otherwise unlawful; or
• impersonate any person or misrepresent your affiliation with any person or organisation.

We reserve the right to investigate and take appropriate action (including suspending access, removing content, and reporting to law enforcement) against any breach of this section. Unauthorised access to computer material may constitute an offence under the Computer Misuse Act 1990.

4. Engagement Terms

All project engagements commence upon:

• Written acceptance of a project proposal or statement of work
• Receipt of any required deposit or initial payment
• Signing of any additional agreements (NDA, MSA) where applicable

YUPL operates on a transparent, milestone-based approach. We provide regular progress updates and maintain clear communication throughout all engagements. Changes to project scope must be documented in writing and may affect timelines and costs.

5. Security Testing & Authorisation

Where Services include penetration testing, vulnerability assessment, red-teaming, or any other security-testing activity, the following applies:

• Written authorisation is mandatory. Testing will only commence once the Client has signed a scoping document or rules-of-engagement identifying the in-scope systems, IP addresses, URLs, timeframes, and permitted techniques. This constitutes written authorisation under the Computer Misuse Act 1990.
• Client responsibility for authority. The Client warrants that it either owns each in-scope asset or has obtained all necessary authorisations from third parties (including hosting providers, parent/sister companies, and data controllers) before testing begins. The Client is solely responsible for any claim arising from a lack of such authority.
• Out-of-scope items. YUPL will not test any system, network, or asset that is not expressly listed as in-scope. Any instruction to expand scope must be in writing.
• Residual risk. Testing is by its nature intrusive. While YUPL uses reasonable professional care, the Client acknowledges that testing may cause unintended service interruption, data corruption, or alerting of monitoring systems, and accepts that risk. The Client must maintain up-to-date backups throughout the engagement.
• Reports. All findings, reports, and evidence are provided for the Client's exclusive use and must not be shared with third parties (other than the Client's professional advisors and regulators) without YUPL's prior written consent, except as required by law.
• Responsible disclosure. Nothing in these Terms prevents YUPL from exercising its professional responsible-disclosure obligations where a finding affects a third party's product or user base, subject to confidentiality obligations.

6. Intellectual Property

Client Materials: You retain all rights to materials you provide to YUPL, including logos, content, and proprietary information.

YUPL Deliverables: Upon full payment, intellectual property rights in bespoke deliverables created specifically for your project transfer to you, unless otherwise specified in the project agreement.

Pre-existing IP: YUPL retains rights to any pre-existing tools, frameworks, libraries, or methodologies used in delivering your project. You receive a perpetual, royalty-free license to use these components within your deliverables.

Third-party Components: Where we incorporate open-source or third-party software, usage is governed by the respective licenses of those components.

7. Payment Terms

Payment terms are specified in individual project proposals. Standard terms include:

• Invoices are payable within 14 days of issue unless otherwise agreed
• Project deposits (typically 30-50%) are required before work commences
• Milestone payments are due upon completion of each project phase
• Where a payment is not made by the due date, YUPL is entitled to statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, or interest at 4% above the Bank of England base rate, whichever is higher, together with reasonable recovery costs
• YUPL may suspend Services (including revoking access, pausing hosting, and withholding deliverables) while any undisputed invoice remains overdue, without liability for any resulting delay

We accept payment via bank transfer, credit/debit card, and other methods as agreed. All prices are quoted in GBP and exclude VAT unless stated otherwise.

8. Confidentiality

Both parties agree to maintain strict confidentiality of all proprietary information shared during the engagement. This includes:

• Business strategies, plans, and financial information
• Technical specifications, code, and system architectures
• Customer data and user information
• Any information marked as confidential

Confidentiality obligations survive the termination of any engagement for a period of five (5) years, unless the information becomes publicly available through no fault of the receiving party.

9. Data Protection

Where YUPL processes personal data on the Client's behalf in the course of providing the Services (for example during penetration testing, data migrations, or the operation of bespoke software), YUPL acts as a processor and the Client is the controller. Details of processing — subject-matter, duration, nature, purpose, types of personal data, categories of data subjects, technical and organisational measures, and sub-processors — are set out in the applicable statement of work or data processing agreement ("DPA"). In the absence of a separate DPA the provisions required by Article 28 of UK GDPR are incorporated into the engagement by reference.

Where YUPL processes personal data as a controller (for example in relation to your own enquiries, marketing, and account administration), processing is governed by our Privacy Policy.

Each party shall comply with its obligations under UK GDPR, the Data Protection Act 2018, and any successor legislation.

10. Warranties & Disclaimers

YUPL warrants that the Services will be performed with reasonable skill and care by appropriately qualified personnel. Deliverables are warranted against material defects for a period of thirty (30) days from delivery; our sole obligation for breach of this warranty is to correct the defect or, at our option, re-perform the affected work.

To the maximum extent permitted by law, all other warranties, conditions, representations or terms (express or implied, statutory or otherwise) are excluded, including any warranty that the Services or Deliverables will be uninterrupted, error-free, compatible with every system or environment, or will achieve any particular business outcome.

The website and any content made available on it are provided "as is" and "as available". YUPL does not warrant that the website will be free from bugs, viruses, or uninterrupted at all times.

11. Limitation of Liability

YUPL maintains professional indemnity insurance and takes all reasonable steps to deliver high-quality work. Subject to the paragraph below on excluded losses and the mandatory carve-outs, our aggregate liability in respect of all claims arising out of or in connection with these Terms or any engagement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the greater of (a) the fees paid by the Client to YUPL under the relevant statement of work in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one thousand pounds (£1,000).

In no circumstances shall YUPL be liable for any of the following, whether direct or indirect: loss of profit, revenue, anticipated savings, business, opportunity, goodwill, or reputation; loss or corruption of data (save to the extent caused by our wilful misconduct); or any indirect, special, or consequential loss.

YUPL is not responsible for issues arising from materials, instructions, environments, or third-party services supplied or selected by the Client, nor for the Client's failure to implement reasonable security, backup, or change-management controls.

Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of any implied term as to title; payment obligations; or any other matter for which liability cannot lawfully be limited or excluded.

12. Indemnification

The Client shall indemnify and hold YUPL (and its personnel, subcontractors, and insurers) harmless from and against all losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• any content, data, materials, or instructions supplied by or on behalf of the Client;
• the Client's use of any Deliverable in a manner not contemplated by the relevant statement of work;
• any claim that a Deliverable, when combined with other materials not supplied by YUPL, infringes a third party's rights;
• any breach by the Client of applicable law, its warranty of authority in Section 5, or any third-party agreement; and
• any unauthorised access, testing, or disclosure caused by the Client's acts or omissions.

13. Subcontractors

YUPL may engage subcontractors and sub-processors to perform any part of the Services. YUPL remains responsible to the Client for the acts and omissions of its subcontractors as if they were its own. Where any sub-processor will process personal data, YUPL will ensure contractually equivalent data-protection obligations flow down to that sub-processor.

14. Publicity & Credits

Unless the Client notifies YUPL in writing otherwise, YUPL may identify the Client as a customer, including by using the Client's name and logo on the YUPL website, proposals, and marketing materials, provided that no confidential information is disclosed. The Client may withdraw this consent at any time with thirty (30) days' written notice.

15. Force Majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, industrial action, epidemic or pandemic, fire, flood, power or telecommunications failure, cyber-attack by a third party, or the acts of any government or regulator. The affected party shall give prompt notice and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected engagement on written notice without liability.

16. Anti-Bribery & Modern Slavery

Each party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption (including the Bribery Act 2010) and the Modern Slavery Act 2015. Neither party shall offer, give, or accept any bribe, facilitation payment, or other improper benefit in connection with these Terms, and each party shall maintain policies and procedures reasonably designed to ensure compliance.

17. Termination

Either party may terminate an engagement:

• By mutual written agreement
• For material breach, with 14 days written notice to cure
• For convenience, with 30 days written notice (subject to payment for work completed)

Upon termination, all outstanding fees become immediately due. We will deliver any completed work and transfer relevant materials as appropriate. Provisions which by their nature survive termination — including confidentiality, data protection, intellectual-property rights, liability, indemnity, and governing law — shall remain in full force and effect.

18. General & Notices

Entire agreement. These Terms, together with any signed proposal, statement of work, master services agreement, or DPA, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior representations and agreements. Each party acknowledges that in entering into the agreement it does not rely on any statement, representation, or assurance not set out in the agreement.

No waiver. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent so far as possible.

Assignment. The Client may not assign, transfer, subcontract, or otherwise deal with any of its rights or obligations without YUPL's prior written consent. YUPL may assign or novate its rights and obligations to a successor in connection with any reorganisation or sale of business.

Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

Notices. Legal notices must be in writing and sent by email to [email protected] (to YUPL) or to the Client's registered email address, with delivery confirmed by read receipt or, alternatively, by pre-paid first-class post to the registered office of the recipient. Notices are deemed delivered on the second business day after posting or on successful email delivery.

Electronic signatures. The parties agree that a signed copy of any agreement transmitted electronically (including by email, PDF, or e-signature platform) shall be effective as an original.

Changes. YUPL may update these Terms from time to time. Material changes will be notified on this page with an updated revision date. Continued use of the website or Services after the revision date constitutes acceptance of the updated Terms.

19. Governing Law

These Terms and any engagement are governed by the laws of England and Wales. The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives. Failing resolution within thirty (30) days, the parties submit to the exclusive jurisdiction of the courts of England and Wales, save that YUPL may bring proceedings in any jurisdiction to protect its intellectual property or enforce payment.

Questions About These Terms?

If you have any questions about these Terms and Conditions, please contact us:

• Email: [email protected]
• Phone: 0330 229 4580
• Address: 24 Holborn Viaduct, London EC1A 2BN