TERMS OF SERVICE

1. Introduction and Acceptance

These Terms of Service (“Agreement”) constitute a legally binding contract between JUGO (“Company”, “we”, “us”, or “our”) and the business entity identified during the registration process (“Customer”, “you”, or “your”). This Agreement governs your access to and use of the JUGO software-as-a-service platform and related services (collectively, the “Service”).

By clicking “I Agree”, signing an Order Form referencing this Agreement, or otherwise accessing or using the Service, the Customer represents that: (i) they have read and understood this Agreement; (ii) they have the authority to bind the Customer entity; and (iii) the Customer agrees to be bound by these terms.

If you do not agree to this Agreement, you must not access or use the Service.

2. Definitions

For the purposes of this Agreement:

  • “Order Form” means any written or electronic ordering document executed by the parties that specifies the Service purchased, subscription term, fees, and any applicable special terms.

  • “User” means any individual employee, contractor, or agent of the Customer who is authorised to access and use the Service under the Customer’s account.

  • “Customer Data” means all data, content, and information submitted by or on behalf of the Customer through the Service.

  • “Documentation” means the technical and operational documentation made available by the Company relating to the Service.

  • “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized in any jurisdiction.

  • “Subscription Term” means the period during which the Customer is authorised to access the Service, as set out in the applicable Order Form.

3. Free Trial and Freemium Terms

3.1 Free Trial

Subject to the terms of this Agreement, the Company may make the Service available to the Customer on a free trial basis for a period of 30 days (“Trial Period”). At the end of the Trial Period, the Customer must purchase a paid subscription to continue using the Service, or access will be automatically terminated.

DURING THE TRIAL PERIOD, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE TRIAL SERVICE.

3.2 Freemium Tier

The Company may offer a free-of-charge tier of the Service (“Freemium Tier”) with limited features and usage caps as described in the Documentation. The Freemium Tier is subject to this Agreement in all respects. The Company reserves the right to modify, restrict, or discontinue the Freemium Tier at any time with thirty (30) days’ notice.

3.3 Conversion to Paid Subscription

Upon upgrading from a free trial or Freemium Tier to a paid subscription, all Customer Data stored during the free period will be retained. Payment terms, invoicing, and renewal terms applicable to paid subscriptions are set out in Section 7 below.

4. Access and Use of the Service

4.1 Licence Grant

Subject to the terms of this Agreement and timely payment of all fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service solely for the Customer’s internal business purposes and in accordance with the Documentation.

4.2 User Accounts

The Customer is responsible for: (i) maintaining the confidentiality of all login credentials; (ii) all activities that occur under its account; (iii) ensuring all Users comply with this Agreement; and (iv) promptly notifying the Company of any unauthorised access or security breach. The Customer may not share login credentials across multiple individuals.

4.3 Restrictions

The Customer shall not, and shall ensure its Users do not:

  • License, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the Service available to any third party;

  • Modify, translate, adapt, or create derivative works based on the Service;

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;

  • Access the Service for the purpose of building a competitive product or service;

  • Remove or obscure any proprietary notices or labels on the Service;

  • Circumvent or disable any security or access control mechanisms of the Service.

5. Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes prohibited uses of the Service. The Company may update this AUP from time to time by posting a revised version. Continued use of the Service constitutes acceptance of any revised AUP.

5.1 Prohibited Uses

The Customer agrees not to use the Service to:

  • Violate any applicable local, national, or international law or regulation;

  • Transmit, store, or process any content that is unlawful, defamatory, harassing, abusive, fraudulent, or obscene;

  • Introduce, upload, or transmit any viruses, malware, ransomware, or other malicious code;

  • Conduct denial-of-service attacks or otherwise interfere with or disrupt the integrity or performance of the Service or third-party data;

  • Attempt to gain unauthorised access to the Service, its related systems, or networks;

  • Use the Service to send unsolicited communications, including spam or phishing attempts;

  • Mine, scrape, or harvest data from the Service beyond what is permitted by the Documentation;

  • Impersonate any person or entity or misrepresent affiliation with any person or entity.

5.2 Enforcement

The Company reserves the right to investigate any suspected violation of this AUP and may suspend or terminate access to the Service, remove non-compliant content, or take legal action if necessary. The Company will endeavor to notify the Customer before taking any such action, except where immediate action is required to protect the Service or other customers.

6. Service Level Agreement (SLA)

6.1 Uptime Commitment

The Company commits to providing the Service with a monthly uptime of 99.5% (“Uptime Commitment”), calculated on a calendar month basis. Uptime is measured as the percentage of total minutes in a calendar month during which the Service is available and operational, excluding Scheduled Maintenance.

6.2 Scheduled Maintenance

The Company will provide at least 48 hours’ advance notice of any scheduled maintenance that may result in Service unavailability. Scheduled maintenance will typically be conducted during off-peak hours (between 02:00–06:00 UTC). Scheduled maintenance time is excluded from Uptime calculations.

6.3 Service Credits

If the Company fails to meet the Uptime Commitment in any given calendar month, the Customer may be eligible for a service credit as follows:

  • Uptime between 99.0% – 99.49%: credit of 5% of monthly fees

  • Uptime between 95.0% – 98.99%: credit of 10% of monthly fees

  • Uptime below 95.0%: credit of 25% of monthly fees

Service credits are the Customer’s sole and exclusive remedy for any failure by the Company to meet the Uptime Commitment. Credits must be claimed within 30 days of the incident by submitting a request to [support@company.com]. Credits will be applied to the next invoice and are not redeemable for cash.

6.4 Exclusions

The Uptime Commitment does not apply to unavailability caused by: (i) factors outside the Company’s reasonable control, including force majeure events or internet service provider failures; (ii) actions or omissions of the Customer or its Users; (iii) Customer’s failure to follow Documentation; or (iv) third-party service outages beyond the Company’s control.

6.5 Support

The Company will provide technical support during business hours (9:00 AM–5:30 PM GMT/BST, Monday–Friday, excluding UK public holidays. Extended coverage for U.S. clients may be available under priority support tiers specified in the Order Form) via [support@company.com] or the in-platform support portal. Priority support tiers may be available under separate Order Form terms.

7. Fees, Billing, and Payment

7.1 Fees

The Customer shall pay all fees specified in the applicable Order Form (“Fees”). All Fees are quoted exclusive of taxes. The Customer is responsible for all applicable taxes, including U.S. state and local sales or use taxes, and UK/EU Value Added Tax (VAT) where applicable. Where the Company is required to charge VAT, it will be added to the invoice at the prevailing rate.

7.2 Invoicing and Payment

Unless otherwise specified in the Order Form, Fees are invoiced annually in advance and are due within 30 days of invoice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7.3 Fee Adjustments

The Company may adjust Fees at renewal upon no less than 60 days’ written notice. If the Customer does not accept the revised Fees, it may elect to terminate the Agreement at the end of the then-current Subscription Term.

7.4 Suspension for Non-Payment

Without limiting other remedies, the Company may suspend access to the Service if any undisputed payment is more than 15 days overdue, following written notice to the Customer.

8. Data Protection and Privacy Compliance

8.1 Roles and Responsibilities

To the extent the Service involves the processing of personal data (as defined under applicable data protection laws, including the UK GDPR, EU GDPR, California Consumer Privacy Act (CCPA), Virginia Consumer Data Protection Act (VCDPA), and other applicable U.S. state, federal, UK, and EU privacy laws), the Customer acts as the “Data Controller” (or “Business” under the CCPA) and the Company acts as the “Data Processor” (or “Service Provider” under the CCPA). Each party agrees to comply with its respective obligations under applicable data protection and privacy legislation.

8.2 Data Processing Agreement

The Company’s Data Processing Agreement (“DPA”), incorporated herein by reference and available at [www.company.com/dpa], sets out the subject matter, nature, purpose, and duration of processing, the types of personal data processed, and the categories of data subjects. The DPA forms a binding part of this Agreement.

8.3 Company Obligations as Data Processor

The Company shall:

  • Process personal data only on documented instructions from the Customer;

  • Ensure that persons authorised to process personal data have committed to appropriate confidentiality obligations;

  • Implement appropriate technical and organizational measures to ensure security of processing;

  • Not engage any sub-processor without prior written authorization from the Customer (general authorization may be provided for the list maintained at [www.company.com/subprocessors]);

  • Assist the Customer in responding to data subject rights requests and fulfilling obligations under applicable privacy laws, including responding to data subject rights requests (under the UK/EU GDPR) and consumer rights requests (under applicable U.S. state privacy laws), and fulfilling obligations equivalent to Articles 32–36 of the UK/EU GDPR;

  • Delete or return all personal data upon termination of the Agreement, unless legally required to retain it.

8.4 International Data Transfers

Where personal data is transferred internationally — including between the UK, EU, and the United States — the Company shall ensure that such transfers comply with applicable data protection laws. For transfers from the UK or EEA to third countries, the Company will rely on appropriate safeguards such as UK International Data Transfer Agreements (IDTAs), EU Standard Contractual Clauses (SCCs), or other approved transfer mechanisms. For transfers involving U.S. residents, the Company complies with applicable U.S. state and federal requirements.

8.5 Security Measures

The Company maintains commercially reasonable technical and organizational security measures to protect Customer Data, including encryption at rest and in transit, access controls, vulnerability management, and regular security assessments. Details are available in the Company’s Security Policy at [www.company.com/security].

8.6 Data Breach Notification

In the event of a personal data breach, the Company will notify the Customer without undue delay and in any case within 72 hours of becoming aware of the breach (as required under the UK GDPR and EU GDPR), and within the timeframe required by applicable U.S. state law for U.S. customers, providing sufficient information to enable the Customer to meet its own regulatory notification obligations.

9. Confidentiality

Each party (“Receiving Party”) agrees to hold in confidence all non-public information of the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information”). Neither party shall disclose Confidential Information to any third party without prior written consent, nor use Confidential Information for any purpose other than exercising rights or performing obligations under this Agreement. This obligation survives termination for a period of five (5) years.

Confidential Information excludes information that: (i) is or becomes publicly known without breach; (ii) was known before disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice where permitted.

10. Intellectual Property

10.1 Company IP

The Company retains all right, title, and interest in and to the Service, including all software, algorithms, interfaces, templates, and Documentation. No rights are granted to the Customer other than the limited license set out in Section 4.1. The Company name, logo, and product names are trademarks of the Company.

10.2 Customer Data

The Customer retains all right, title, and interest in and to Customer Data. The Customer grants the Company a limited, non-exclusive license to access, process, and use Customer Data solely to provide and improve the Service and as otherwise permitted by this Agreement and the DPA.

10.3 Feedback

If the Customer provides any feedback, suggestions, or recommendations regarding the Service (“Feedback”), the Company may freely use and incorporate such Feedback without any obligation, restriction, or compensation to the Customer.

10.4 Aggregated Data

The Company may use anonymised, aggregated data derived from the Customer’s use of the Service for internal analytics, product development, and industry benchmarking purposes, provided that such data does not identify the Customer or any individual.

11. Warranties and Disclaimers

11.1 Company Warranties

The Company warrants that: (i) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (ii) the Company will implement reasonable security measures to protect Customer Data.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

  • EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, negligence, or otherwise). Some jurisdictions do not allow the exclusion or limitation of liability, so the above may not fully apply to you.

13. Indemnification

The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (i) the Customer’s use of the Service in violation of this Agreement; (ii) Customer Data; (iii) any claim that Customer Data infringes the intellectual property rights or privacy rights of a third party.

The Company shall indemnify the Customer against any third-party claims alleging that the Service, as provided by the Company and used in accordance with this Agreement, infringes any intellectual property rights of a third party.

14. Term and Termination

14.1 Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days before the end of a Subscription Term, the Agreement automatically renews for successive terms of equal duration.

14.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (i) the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice; or (ii) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings.

14.3 Effect of Termination

Upon termination or expiration of this Agreement: (i) all licenses granted hereunder terminate; (ii) the Customer must cease using the Service; (iii) Customer Data will be available for export for 30 days following termination, after which it will be deleted; and (iv) any accrued payment obligations survive termination.

15. General Provisions

15.1 Governing Law

This Agreement is governed by the laws of England and Wales, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for resolution of any dispute arising out of or in connection with this Agreement. Notwithstanding the foregoing, nothing in this clause prevents either party from seeking urgent injunctive or interim relief in any jurisdiction where necessary to protect its rights.

15.2 Entire Agreement

This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings.

15.3 Amendments

The Company may update these Terms from time to time. For material changes, the Company will provide at least 30 days’ notice via email or in-platform notification. Continued use of the Service after the effective date of changes constitutes acceptance.

15.4 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Customers located in U.S. states that provide additional statutory rights (including California, Virginia, Colorado, and Connecticut) retain those rights to the extent they cannot be waived by contract.

15.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

15.6 Assignment

The Customer may not assign or transfer this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

15.7 Notices

All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or registered post to the addresses set out in the applicable Order Form.

15.8 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, pandemics, government actions, or internet outages, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.