Terms & Conditions

1. About these terms

These Terms and Conditions ("Terms") are an agreement between you and Uxory LLC ("Uxory", "we", "us" or "our"), a limited liability company organized in the State of Wyoming, USA with its registered address at 30 N Gould St Ste N, Sheridan, WY 82801, United States.

They apply to your use of uxory.co (the "Website") and to the services we provide to you (the "Services"). By using the Website or engaging us for Services, you accept these Terms. If you accept them on behalf of a business, you confirm that you are authorized to bind that business, and "you" means that business.

For each client project we also agree a written proposal, statement of work, order form or service agreement (a "Project Agreement"). If a Project Agreement conflicts with these Terms, the Project Agreement applies to that project.

Our Privacy Policy explains how we handle personal data, and our Refund & Cancellation Policy forms part of these Terms.

2. Our services

We design, build and support digital products for businesses, including:

• Custom software and web applications, including SaaS products.
• Websites and online stores.
• Mobile apps.
• AI agents, chatbots and process automation.
• Hosting, maintenance and support plans.

The scope, deliverables, timeline and price of each project are set out in its Project Agreement. Descriptions on the Website are general and are not a promise that a particular feature is included in your project unless your Project Agreement says so.

3. Proposals, quotes and the Instant Estimate

Prices shown on the Website, including "starting from" package prices, and the results of our Instant Estimate are indicative only. The Instant Estimate is calculated automatically, sometimes with the help of AI, from the answers you give. It is not an offer, it does not bind either of us, and the final price can be higher or lower once we understand your requirements. Where an estimate says it is valid for a period, we will use it as the starting point for a formal quote if you contact us within that period.

A written quote or proposal from us is valid for the period stated in it or, if none is stated, for 30 days.

A project starts only when we have both accepted a Project Agreement, whether by signing it or confirming it in writing, and, where the Project Agreement requires a deposit, once the deposit has been paid. The binding scope, price and timeline are those in the accepted Project Agreement.

4. Fees and payment

• Our prices and invoices are in US Dollars (USD) unless your Project Agreement says otherwise.
• Our prices do not include taxes. Applicable sales, use or similar taxes are added to our invoices where the law requires it.
• If you are outside the United States, you are responsible for any import, withholding or similar taxes in your country. If the law requires you to withhold tax from a payment to us, please tell us before you pay so that we can agree how to handle it.
• Most projects require a deposit before work starts, with the balance paid in milestone payments, as set out in your Project Agreement. Hosting and maintenance plans are billed in advance for each billing period.
• Invoices are due within the period stated on the invoice or, if none is stated, within 7 days of the invoice date.
• You can pay by the methods we offer, such as Stripe or bank transfer. You are responsible for any fees your bank or card issuer charges you.
• If you dispute an invoice, tell us in writing within 7 days of receiving it, explaining why, and pay the undisputed part on time. We will work with you in good faith to resolve the dispute.
• If an invoice is overdue, we may pause work and, after giving you written notice, suspend hosted services until it is paid. We may also charge interest on overdue amounts at the rate stated in your Project Agreement or, if none is stated, at 1.5% per month or the highest rate the law allows, whichever is lower.
• We may hold back final files, source code, credentials we control and the launch of your project until all invoices that are due have been paid.

5. Your responsibilities

Good projects depend on both sides. You agree to:

• Provide the content (such as text, images, logos and product data) and information we reasonably need, on time and in a usable format.
• Give us access to the accounts, systems, domains and third-party services we need for the project.
• Review our work and give feedback or approvals within the times agreed in the Project Agreement, and name a person who can make decisions for you.
• Make sure the content and materials you give us are accurate and lawful, and that you own them or have permission to use them.
• Take responsibility for your own products, services, legal pages and compliance with the laws and platform rules that apply to your business, such as consumer protection, privacy and payment gateway requirements. We can point out issues we notice, but we do not give legal advice.
• Keep your passwords and accounts secure, and change any passwords you shared with us once the project is finished.

If we are delayed because we are waiting for you, the timeline moves accordingly. If a project is on hold for more than 30 days because we are waiting for content, access, approvals or payment, we may reschedule it around other work and invoice you for work completed so far.

6. Revisions and change requests

Your package or Project Agreement includes a set number of revision rounds. A revision is a change to work that is within the agreed scope, such as adjusting a design or fixing something that does not match what we agreed.

A change request is anything outside the agreed scope, such as new pages, features or integrations, a new design direction after you have approved a design, or extra revision rounds. When you ask for something that is a change, we will tell you, estimate the cost and the effect on the timeline, and only go ahead once you approve it in writing. Email is enough. Approved changes are billed at the agreed rates.

7. Delivery and acceptance

Timelines in a Project Agreement are our good-faith estimates and depend on timely input from you. We will keep you informed about progress and tell you promptly about any delay.

When we deliver a milestone or the final work, you have 7 days, or the period in your Project Agreement, to review it and either approve it or tell us in writing how it does not meet the agreed scope. We will fix any such issues and deliver it again for review.

Work is accepted when you approve it, when the review period ends without a written list of issues from you, or when you start using it in live operation (for example, by publishing the website or releasing the app), whichever happens first.

8. Intellectual property

• Your materials. You keep all rights in the content, trademarks, data and other materials you give us. You give us a non-exclusive license to use them only to provide the Services to you.
• Your deliverables. Once you have paid all fees due for a project in full, you own the intellectual property rights in the deliverables we create specifically for your project, such as its custom designs, custom code and content we write for you, and we assign those rights to you. Until then, you may use the deliverables only to review and test them.
• Our tools and know-how. We keep ownership of our pre-existing and general-purpose tools, code libraries, components, templates, frameworks, methods and know-how, including improvements to them that are not specific to your project ("Uxory Materials"). Where Uxory Materials are part of your deliverables, then once you have paid in full we grant you a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, modify and maintain them as part of those deliverables. You may not sell or license Uxory Materials on their own.
• Third-party and open-source components. Deliverables may include third-party software, themes, plugins, fonts, images, APIs or open-source components. These are licensed to you under their own terms, which may include attribution or other conditions, and we cannot give you more rights in them than those licenses allow. Paid licenses are your cost unless your Project Agreement says otherwise.
• AI-assisted work. We may use AI-assisted tools in our work, and we review what they produce. These Terms, including your ownership on full payment, apply to that work in the same way, to the extent the law allows it to be owned.
• Portfolio. Unless we agree otherwise in writing, we may show the finished work, including screenshots, a short description and your name and logo, in our portfolio, case studies and marketing. We will never disclose your confidential information. If you would prefer we did not, tell us before the project starts.

9. Hosting and maintenance plans

• Billing. Plans are billed in advance, monthly or yearly, as you choose when you sign up.
• Renewal. Plans renew automatically at the end of each billing period until you cancel. We will give you at least 30 days' notice of a price change, which applies from your next billing period.
• Pause or cancel. You can pause or cancel your plan at any time by emailing us. A cancellation takes effect at the end of the current billing period; see our Refund & Cancellation Policy. While a plan is paused, billing stops and so do the services under it, which may mean your site is taken offline until you resume. We will confirm the details when you ask to pause.
• Non-payment. If a payment fails or an invoice is overdue, we will remind you. If it is still unpaid 14 days after the due date, we may suspend the services until it is paid. We may delete hosted data 30 days after a plan is suspended or ends, after giving you notice and a chance to download it.
• What is included. Each plan covers what its description says, such as hosting, monitoring, security updates, backups and fixing defects. Content changes, new features and redesigns are new work, quoted separately.
• Backups. Where your plan includes backups, we take them regularly on a best-effort basis. We do not guarantee that every backup will be complete or can be restored, so please keep your own copies of important content and data.
• Availability. Hosting depends on third-party infrastructure. We work to keep your site available, but we do not guarantee uninterrupted or error-free service unless your Project Agreement includes a specific service level.
• Moving away. When a plan ends, we will help you move your website to another provider by handing over the files, data and access we hold. Larger migration work may be charged.

10. Third-party services

Projects often rely on third-party services such as hosting and cloud providers, domain registrars, app stores, payment gateways, email and SMS providers, AI model providers and plugins. You may need to accept their terms and pay their fees, and wherever possible these accounts should be held in your name. We are not responsible for the availability, pricing, policies or decisions of third-party services (for example, app store review decisions or a provider changing its pricing), but we will help you work through any issues they cause.

Links on the Website to other websites are for convenience and are not endorsements.

11. Confidentiality

Each of us will keep confidential the other's non-public information that is marked confidential or would reasonably be understood to be confidential, such as business plans, source code, credentials and customer data. Each of us will use it only for the project and protect it with at least reasonable care.

This does not apply to information that is or becomes public through no fault of the receiving party, that it already knew, that it develops independently, or that it lawfully receives from someone else. Either of us may disclose confidential information when the law requires it, after notifying the other where the law allows.

These obligations continue for three years after the project ends, and for as long as the information remains confidential in the case of trade secrets, credentials and personal data. If we sign a separate confidentiality agreement, it applies instead of this section.

Where we handle personal data on your behalf, such as your customers' data in a site we build or host, we do so only on your instructions and to provide the Services, and we will agree any data processing terms the law requires.

12. Warranties and disclaimers

We will perform the Services with reasonable skill and care, in line with good industry practice, using suitably skilled people.

If, within 30 days after acceptance (or the period in your Project Agreement), you tell us that the deliverables do not work materially as agreed, we will fix the problem at no extra cost. This does not cover problems caused by changes made by you or others, third-party services, hosting we do not manage, or new requirements.

Except as set out in these Terms or a Project Agreement, and to the fullest extent the law allows, the Website and the Services are provided "as is" and "as available", and we disclaim all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee particular business results, such as search rankings, traffic, sales or conversions. AI features can make mistakes; you are responsible for reviewing their output and deciding how to use it.

Nothing in these Terms excludes or limits any right, warranty or liability that cannot lawfully be excluded or limited.

13. Limitation of liability

To the fullest extent the law allows:

• Neither of us is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or data, even if told such loss was possible.
• Our total liability arising out of or in connection with these Terms, the Website or the Services, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us in the 12 months before the claim arose.

These limits do not apply to your obligation to pay fees that are due, to either party's liability for fraud, gross negligence or willful misconduct, or to any liability that cannot be limited by law. Our prices reflect these limits.

14. Indemnity

You will defend, indemnify and hold harmless Uxory and its owners, officers, employees and contractors against third-party claims, and the resulting losses and reasonable costs (including legal fees), arising from the content or materials you give us, your use of the deliverables or the Website in breach of these Terms or the law, or your products, services or business practices.

Subject to the limitation of liability above, we will defend you against third-party claims that the deliverables we created specifically for your project infringe that third party's intellectual property rights, and pay any resulting damages awarded or settlement we agree. This does not cover your materials, third-party or open-source components, or changes not made by us. You must tell us promptly about the claim, let us control its defense and cooperate with us.

15. Termination

Either of us may end a project for any reason by giving the other 15 days' written notice, or the notice period in the Project Agreement. Hosting and maintenance plans are canceled as described in "Hosting and maintenance plans" above.

Either of us may end a project or plan immediately by written notice if the other materially breaches these Terms or a Project Agreement and does not fix the breach within 14 days of being told about it in writing, or if the other becomes insolvent or enters bankruptcy, liquidation or a similar process.

If a project ends early:

• You pay for the work performed up to the end date, based on milestones completed and the time spent on any milestone in progress at the rates in your Project Agreement, plus any non-cancelable third-party costs we incurred for you with your approval.
• Deposits and payments already made are handled under our Refund & Cancellation Policy.
• Once you have paid what is due, we will hand over the work completed so far in its current state, and the "Intellectual property" section applies to it.
• Each of us will return or delete the other's confidential information, except copies we must keep by law.

Sections that by their nature should continue after termination, including fees due, intellectual property, confidentiality, warranties and disclaimers, limitation of liability, indemnity and governing law, continue to apply. We may also suspend or block access to the Website for anyone who misuses it.

16. Referral program

Through our Refer & Earn program you can introduce a person or business that needs our services. If they become a new client, we pay you 10% of the referred client's total paid invoices, up to $1,000 USD per referred client. The program works as follows:

• The referred client must be new to us: not an existing or past client, and not already in discussion with us when we receive your referral. If more than one person refers the same client, the first valid referral we receive counts.
• The reward is paid after the referred client completes their first project and has paid its invoices in full. It is calculated on the invoices they have actually paid, excluding taxes and any amounts refunded or disputed.
• There is one reward per newly referred client. You cannot refer yourself or a business you own.
• Only refer people who you reasonably believe will be happy to hear from us, and do not make promises or claims on our behalf or send unsolicited bulk messages.
• We may need your payment and tax details before paying a reward. You are responsible for any tax on rewards you receive, and we may deduct tax where the law requires it.
• We may withhold a reward for a referral that breaks these rules or involves fraud. We may change or end the program at any time, but changes will not affect rewards for referrals we received before the change.

17. Use of the Website

You may use the Website for lawful purposes only. You must not:

• Break the law, or infringe anyone else's rights, through your use of the Website.
• Try to gain unauthorized access to the Website or its systems, probe or test their security, or interfere with their operation or other users.
• Submit false, misleading or spam form submissions, referrals or reviews, or impersonate anyone.
• Post reviews that are fake, abusive, defamatory or written in exchange for payment you have not disclosed.
• Copy or harvest content or data from the Website by automated means, except for search engine indexing allowed by our robots.txt file.
• Use the Uxory AI chat, the Instant Estimate or our free tools to create unlawful or harmful content, or to overload our systems.
• Upload viruses or other harmful code.

The Website's content, including its text, design, graphics, logos and code, belongs to us or our licensors. You may view it and share links to it, but you may not copy or reuse it for commercial purposes without our permission.

When you post a review, you give us a non-exclusive, royalty-free, worldwide license to display and reproduce it on the Website and in our marketing, with your name, company and city as you entered them. We may remove reviews that break these Terms. Free tools, guides and documentation on the Website are provided for general information, as they are, without any warranty.

18. Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them, the Website or the Services, are governed by the laws of the State of Wyoming, USA, without regard to conflict of laws rules.

If a dispute arises, we will both first try in good faith to resolve it by discussion for at least 30 days after one of us notifies the other of it in writing.

If the dispute is not resolved, the parties submit to the exclusive jurisdiction of the state or federal courts located in Sheridan County, Wyoming. Either of us may still ask any court with jurisdiction for urgent interim or injunctive relief. If you are a consumer, nothing in this section takes away any right you have under the law where you live to bring proceedings there.

19. General

• Entire agreement. These Terms, the policies they refer to and any Project Agreement are the entire agreement between us about their subject and replace any earlier discussions or proposals.
• Force majeure. Neither of us is liable for a delay or failure caused by events beyond our reasonable control, such as natural disasters, epidemics, war, government action, or failures of the internet, power or third-party providers. This does not excuse paying fees that are due.
• Independent contractors. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture or employment relationship.
• Assignment. Neither of us may transfer these Terms or a Project Agreement without the other's written consent, except that we may transfer them to an affiliate or to a successor to our business. We may use subcontractors and remain responsible for their work.
• Notices. Notices under these Terms may be sent by email to the addresses we use for the project or, for us, to contact@uxory.co.
• Severability and waiver. If any part of these Terms is found unenforceable, the rest remains in effect. A failure or delay in enforcing a right is not a waiver of it.

20. Changes to these terms

We may update these Terms from time to time. We will post the new version on this page and change the "Last updated" date. Changes apply to your use of the Website from the date they are posted. They do not change a Project Agreement already in progress unless we both agree in writing.

21. Contact us

If you have questions about these Terms, contact:

• Uxory LLC
• Registered address: 30 N Gould St Ste N, Sheridan, WY 82801, United States
• Email: contact@uxory.co
• Phone: +1 513-413-7427