Terms of Service

By creating an account, deploying the UPnGO EDI container into your Azure subscription, or exchanging documents through the platform, you agree to these terms on behalf of your organisation. If you do not agree, do not use the service.

Where your organisation has signed a separate master services agreement, order form or Azure Marketplace private offer with us, that agreement prevails over these terms to the extent of any conflict.

We grant your organisation a non-exclusive, non-transferable, revocable right to use the platform for your internal business purposes and for exchanging trade documents with your trading partners, for the term of your subscription and within the entity, partner and volume limits of your plan.

• You may not resell, sublicense or provide the platform as a service to third parties.
• You may not reverse engineer, decompile or attempt to derive the source of the D365 extension.
• You may not circumvent usage limits, security controls, rate limits or audit logging.
• You may not use the platform to transmit unlawful, infringing or malicious content.

Access is role-based. Administrators may grant buyer, supplier, operator and viewer roles and are responsible for keeping that assignment appropriate. You are responsible for the confidentiality of credentials, for the actions taken under your accounts, and for promptly removing access for people who leave your organisation.

Signup grants buyer or supplier roles only. Administrator rights are granted from within an existing administrator's Team & roles page.

You retain all rights in the purchase orders, acknowledgements, shipping notices, delivery notes, proformas, invoices and master data you submit. We process that content only to operate, support and secure the service, as described in our Privacy Policy.

You are responsible for the accuracy and legality of the documents you post, including tax, customs and commercial terms, and for the correctness of trading-partner identifiers, control numbers and mappings you configure.

The platform depends on services we do not control: Microsoft Dynamics 365 F&SCM, Azure Integration Services, partner AS2, SFTP and VAN endpoints, and email delivery. Interruption or change in those services may affect document flow, and we are not liable for failures caused by them.

Documents held in a failed state remain visible in the transaction log for review and idempotent replay. You are responsible for monitoring exceptions relevant to your commercial commitments.

We target a monthly availability of 99.9% for the hosted console, excluding scheduled maintenance and force-majeure events. Specific service levels, response times and credits, where offered, are set out in your plan or managed-services schedule.

We improve the platform continuously and may add, modify or deprecate features. We will give reasonable advance notice of changes that materially reduce documented functionality, and of breaking changes to integration contracts.

Fees, billing frequency and any usage-based dimensions are those stated in your plan, order form or Marketplace transaction. Subscriptions renew for successive terms unless cancelled before the renewal date. Azure infrastructure consumption in your own subscription is billed to you by Microsoft.

We may suspend access for non-payment after notice, or immediately where use threatens the security or integrity of the platform.

Each party will protect the other's confidential information with at least reasonable care and use it only for the purposes of this agreement. We retain all rights in the platform, its documentation, blueprint content and any improvements we make.

The platform is provided on a commercially reasonable basis. To the maximum extent permitted by law, we exclude implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Neither party is liable for indirect, incidental or consequential loss, or for loss of profit, revenue or data. Our aggregate liability is limited to the fees paid or payable for the twelve months preceding the claim. Nothing limits liability that cannot lawfully be limited.

Either party may terminate for material breach that remains uncured 30 days after written notice. On termination, access ends and we will make your document data available for export for 30 days, after which it is deleted in line with our retention schedule.

These terms are governed by the laws of the jurisdiction stated in your order form, and otherwise by the laws of England and Wales, with the courts of that jurisdiction having exclusive jurisdiction.

Questions about these terms: info@upngoapp.com.