Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Unique Business Basic ("UBB", "we", "us"), of 123 US Highway 46, Fairfield, New Jersey 07004, and the company that subscribes to or uses the Service ("you", "Customer").

You accept these Terms by signing an Order, creating an account, uploading programs for a compatibility report, or using any part of the Service. If you are accepting on behalf of a company, you confirm you have authority to bind it.

These Terms incorporate the Acceptable Use Policy and the Privacy Policy by reference. Where a signed Order or written agreement conflicts with these Terms, the Order controls for the subject it addresses, and these Terms govern everything else.

Pre-printed terms on your purchase orders, portals or vendor forms have no effect on this agreement, even if we sign or acknowledge the document to get you provisioned.

The Service executes your existing, unmodified Business Basic programs against your existing, unmodified data files. We do not require you to rewrite, port, transpile or restructure anything as a condition of the Service.

The Service is cloud-only. It is a hosted service, not software you receive. We do not sell, deliver, license for installation, or otherwise make the Runtime available for you to install, copy, possess or operate on your own hardware or on infrastructure you control. There is no on-premises edition, no perpetual license and no source escrow, and nothing in these Terms should be read as promising one.

Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right, for the duration of the term, to access and use the Service — including the Documentation — for your internal business operations, up to the seat, session, core or environment limits stated in your Order. This is a right of access to a service we operate. It is not a license to the Runtime and it conveys no copy of it.

We provision and operate the Environment, apply operating system and Runtime updates, take backups, and monitor availability. Our security practices are described on the Security page and form part of our obligations to you. Because the hosting is always ours, so is the responsibility for it — there is no shared-responsibility footnote here that quietly moves infrastructure security onto you.

Support. Support is provided by email at hello@uniquebb.com. During the pre-GA period we target a response by the end of the next business day (Eastern Time) and treat anything that stops you shipping, invoicing or closing a period as the highest priority. Any binding service level or response-time commitment must be written into an Order; nothing on our website creates one.

Compatibility report. We offer a free, self-serve compatibility report. You upload an archive containing only Customer Programs — not data files — and we statically parse it and return a report describing what the Runtime executes today, what it does not, and what needs attention.

By uploading, you confirm you have the right to disclose those programs to us. We use them only to produce your report and to answer your questions about it. We do not execute them, we do not disclose them, and we delete uploaded archives and their derivatives within 90 days, or sooner on request to hello@uniquebb.com.

We may retain anonymous, aggregate counts of language features encountered — for example, how often a particular verb appears across all reports — to prioritize engineering work. Those counts never contain, reproduce or identify your code or your company.

The compatibility report is an engineering assessment, provided free and without warranty. It is not a guarantee that your system will run without further work, and it is not a fixed-price migration quote.

Third-party programs. A small number of programs in a typical installation are supplied by outside vendors in encrypted or object-only form. Running those under the Runtime may require you to obtain the source or a license from their author. Obtaining those rights is your responsibility; we will tell you plainly when we hit one.

The Service is pre-general-availability. We are taking design partners, not self-serve production traffic. You are agreeing to use software that is still being finished, and you should plan accordingly.

During the pre-GA period: features may change, be added or be withdrawn; interfaces may change; defects should be expected; and no uptime or performance commitment applies unless it is written into your Order and signed by us.

The Service is provided "as is" and "as available", without warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation. You are responsible for deciding whether the Service is fit for your particular purpose, and for validating it against your own systems before you rely on it.

We ask you to run in parallel with your existing system, and to compare outputs, before you cut over. We will help you do that. Section 16 exists so that this is always a real option and never a bluff.

The Service is sold to businesses for business use. It is not a consumer product and is not offered for personal, family or household purposes. Consumer protection statutes that depend on consumer use do not apply to it.

You must be at least 18, legally able to contract, and authorized to bind the company you name on the Order.

You confirm that you are not located in, and will not use the Service from or for the benefit of, any country or party subject to United States embargo or sanctions, and that you will comply with United States export control laws.

The Service is not designed for, and must not be used in, applications where failure could cause death, personal injury, or severe physical or environmental damage — including life support, aircraft navigation, nuclear facilities and emergency dispatch.

You are responsible for your account, your Users' accounts, and everything done through them. You will keep credentials confidential, enable multi-factor authentication where we offer it, and issue individual accounts rather than shared logins.

Notify security@uniquebb.com within 24 hours of discovering any actual or suspected unauthorized access to your account or Environment. We will help you contain it.

Your Users must comply with these Terms and the Acceptable Use Policy. Their acts and omissions in connection with the Service are treated as yours.

You will keep an accurate administrative and billing contact on file. Notices we send to those addresses are effective when sent.

Fees, currency, billing frequency and any usage limits are stated in your Order. Unless the Order says otherwise, fees are invoiced in advance — monthly or annually — in United States dollars.

Card payments are processed by a third-party payment processor. We never receive or store your full card number. Invoiced accounts are due net 30 from the invoice date.

Undisputed amounts more than 15 days overdue may accrue interest at 1.5% per month or the maximum rate permitted by New Jersey law, whichever is lower, and we may suspend the Service under section 13 after giving you 10 days' written notice and an opportunity to pay.

To dispute an invoice, tell us in writing within 20 days of the invoice date, with the reason. We will not suspend or charge interest on a disputed amount while we are working through it in good faith. Undisputed amounts remain payable.

Fees are exclusive of sales, use, VAT, GST and similar taxes, which you are responsible for, other than taxes on our income. If you are exempt, send us a valid certificate before invoicing.

Fees are non-refundable, and we do not refund partial periods. Cancelling mid-term ends renewal; it does not generate a credit for the unused remainder. The only exception is section 23.3, where you reject a change we make to these Terms.

Price changes apply on renewal only. We will not raise the price during a term you have already paid for. We will give you at least 30 days' written notice before the start of a renewal term of any change to your fees. If you do not accept the new price, cancel under section 8.3 before the term renews.

If you exceed the limits in your Order, we will contact you to agree an adjusted plan rather than silently metering you. We will not backdate overage charges.

The initial term is stated in your Order. If none is stated, it is one month.

The term renews automatically for successive periods equal to the initial term unless either party gives notice of non-renewal.

To cancel, give us at least 30 days' written notice before the end of the then-current term, by email to hello@uniquebb.com or through the account portal. The Service continues, and remains payable, until the end of that term.

We may decline to renew for any reason by giving you at least 60 days' written notice before the end of the then-current term. We use a longer notice period than yours on purpose: replacing an ERP runtime takes longer than replacing a customer.

Either party may terminate for cause if the other materially breaches these Terms and has not cured the breach within 30 days of written notice describing it, or immediately if the other party becomes insolvent, enters bankruptcy or makes a general assignment for the benefit of creditors.

As between you and us, you own all right, title and interest in Customer Content, including all intellectual property rights in it. We acquire no ownership of it, no security interest in it, and no residual rights over it.

You grant us only the limited, non-exclusive, revocable license necessary to perform the Service — that is, to host, store, transmit, execute, migrate, convert format-wise where you ask, back up, restore and support Customer Content, and to make the copies technically required to do those things.

That license is exhaustive. It exists only for the duration of this agreement, only for the purpose of delivering the Service to you, and it ends when the agreement ends. In particular, we will not:

• use Customer Content to develop, train or improve any product except as needed to fix a defect you have reported;
• use Customer Content to train machine learning models;
• disclose, sell, license, publish or share Customer Content with anyone other than the subprocessors listed in our Privacy Policy, and then only to deliver the Service;
• use your name, logo or business logic in marketing without your prior written consent;
• claim any interest in the output your programs produce.

We assert no ownership over your business logic or the output of your programs. Reports, invoices, files, exports and screens produced by Customer Programs are yours.

You are responsible for having the rights to the Customer Content you give us, including any third-party programs in your installation, and for the lawfulness of the data it contains.

Feedback. If you send us suggestions about the Runtime, we may use them without restriction or payment. This applies to feedback about our software only — never to Customer Content.

Where we process personal data contained in Customer Data, we do so as your processor, on your documented instructions, as described in the Privacy Policy. We will sign a data processing addendum on request.

We own the Runtime, our tooling, our migration and diffing utilities, the Documentation, our websites, and all improvements to them. Nothing in these Terms transfers any of that to you, and no copy of the Runtime is delivered to you. You receive the right of access in section 3.3 and nothing more.

You will not, and will not permit anyone else to: reverse engineer, decompile or disassemble the Runtime or any part of the Service, except to the extent that restriction is unenforceable under applicable law; extract, copy or create derivative works of it; remove proprietary notices; benchmark it for publication without our written consent; or use access to the Service to build a competing runtime.

The Runtime is a clean-room implementation of the Business Basic language. "Business Basic" is used here as the generic name of a programming language. We do not represent any other vendor and we are not affiliated with, endorsed by or sponsored by any other runtime vendor.

You remain responsible for your own license position with your current vendor for so long as you continue to use their software. We do not terminate, transfer or renegotiate that license for you, and we do not advise you on it.

Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable business person would understand to be confidential. Customer Content is always your Confidential Information. The Runtime's internals, our source code and our non-public pricing are always ours.

Each party will use the other's Confidential Information only to perform this agreement, disclose it only to employees, contractors and professional advisers who need it and who are bound by confidentiality obligations at least as protective as these, and protect it with at least the care it uses for its own confidential information and no less than reasonable care.

These obligations do not apply to information that is or becomes public without breach, was known to the recipient without a duty of confidence before disclosure, is received from a third party free to disclose it, or is independently developed without reference to the discloser's information.

If a party is legally compelled to disclose Confidential Information, it will, where lawful, give the other prompt notice and reasonable cooperation so that party can seek protection, and will disclose only what is legally required.

These obligations are mutual and survive for three (3) years after this agreement ends — except for Customer Content, which we will keep confidential for as long as we hold any of it and thereafter without time limit, and except for trade secrets, which stay protected for as long as they qualify as trade secrets under applicable law.

Your use of the Service is subject to the Acceptable Use Policy, which is part of these Terms. Breach of it is a material breach of this agreement.

You will ensure your Users comply with it, and you will act promptly on any report we send you about conduct originating from your Environment.

We may suspend the Service, in whole or in part, if: (a) there is a live security threat to the Service, your Environment or another customer; (b) we are legally required to; (c) your use materially degrades the platform for others; or (d) an undisputed invoice is more than 25 days overdue and we have given the notice in section 7.3.

Except where the risk is immediate, we will give you notice and a chance to fix the problem first. Where we must act immediately, we will tell you what we did and why within 24 hours.

Suspension is scoped as narrowly as the cause allows, and we restore service as soon as the cause is resolved. Suspension does not relieve you of fees for the period, and does not by itself terminate the agreement.

We will not delete Customer Content during a suspension, and you may still request an export under section 15.

This agreement ends on expiry of the term without renewal, on termination for cause under section 8.5, or by written agreement.

On termination, your right to access the Service ends, and any fees accrued to the effective date become payable. Because nothing was installed on your side, there is nothing for you to uninstall, return or certify as destroyed.

If you terminate for our uncured material breach, we will refund any prepaid fees covering the period after the effective date of termination. That refund is the sole exception to section 7.6 other than section 23.3.

Sections 9, 10, 11, 15, 16, 17, 18, 19, 22 and 24 survive termination, along with any payment obligations already accrued.

Export window. For 30 days after the effective date of termination or expiry, we will keep your Customer Content available and give you a complete copy on request — programs and data files in their native, original on-disk format, exactly as they came to us and never converted or re-encoded. We will provide it by secure transfer at no charge. We will do this even if the agreement ended because we terminated you for cause.

We will extend the export window by a further 30 days on written request if you need more time. Ask; we are not going to hold your business hostage over a calendar.

Deletion. After the export window closes, we delete Customer Content from live systems within 30 days, and it ages out of encrypted backups within 90 days of deletion from live systems, in the ordinary rotation of those backups. We will confirm deletion in writing on request.

We may retain the minimum records required by law — invoices and tax records — and ordinary system logs that do not contain Customer Content, for the periods stated in the Privacy Policy. Anything retained stays subject to section 11.

You may request deletion earlier than this schedule, in writing, at any time. We will do it and confirm.

The Runtime executes Customer Programs as they are. We will not alter your source, insert proprietary calls, or introduce dependencies on our software into your code as a condition of the Service. Where a change to your code is genuinely necessary, we will propose it in writing and you decide.

Customer Data stays in its native format. Your data files remain in their original, documented on-disk format for as long as we hold them. We do not convert, re-encode, repack or wrap them in a proprietary container, and records the Runtime writes are intended to read back byte-identically under your prior runtime. Anything we hand back to you is the files themselves — not a database dump, not a CSV approximation, not an export from a format only we can read.

It follows that you can return to your prior runtime at any time using the same programs and the same files. Nothing in this agreement, and nothing in the way the Service is built, is intended to prevent that or make it expensive.

On written request, at any time during the term and not only on exit, we will supply a complete copy of your Environment's programs and data files, in their native format, within 10 business days, at no charge, up to four times a year. On termination, the same applies throughout the export window in section 15.1. Take a copy whenever you like. We would rather you had one.

If we ever cease to offer the Service, we will give you at least 180 days' written notice, keep the Service running through that period for existing customers, and assist your transition off it at no additional charge.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, we disclaim all warranties, express, implied and statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage.

We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that results will meet your requirements. See section 4: the Service is pre-GA.

You remain responsible for the correctness of your own programs, for validating output before you rely on it, and for keeping independent backups of Customer Content. Our backups exist to recover the Service, and are not a substitute for yours.

We are not your accountant, auditor or lawyer. Nothing the Service produces is financial, tax, or legal advice, and it is your responsibility to satisfy your own regulatory and reporting obligations.

Some jurisdictions do not allow exclusion of certain warranties. Where that is so, the exclusions above apply to the fullest extent permitted, and nothing here limits liability that cannot lawfully be limited.

Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of anticipated savings, or the cost of substitute services, however caused and on any theory of liability, even if that party was advised such damages were possible.

General cap. Each party's total aggregate liability arising out of or related to this agreement is limited to the total fees paid or payable by you to us in the twelve (12) months immediately preceding the event giving rise to the claim. Where no fees have been paid — for example, use of the free compatibility report — that cap is US $100.

Enhanced cap. For claims arising from a party's breach of section 11 (Confidentiality), or from its indemnity obligations under section 19, the cap in 18.2 is replaced by three (3) times the total fees paid or payable by you to us in the twelve (12) months immediately preceding the event, or US $50,000, whichever is greater.

No cap applies to your obligation to pay fees, to either party's fraud or wilful misconduct, or to any liability that cannot be limited or excluded under applicable law.

These limits apply in aggregate across all claims, are not reset by multiple incidents, and apply notwithstanding the failure of any limited remedy of its essential purpose. They reflect a deliberate allocation of risk that is part of the price.

Time limit. Any claim arising out of this agreement must be brought within one (1) year after the claiming party first knew or reasonably should have known of the facts giving rise to it, or it is permanently barred, to the extent that limit is enforceable.

By us. We will defend you against any third-party claim alleging that the Runtime, as operated by us in delivering the Service and used by you within this agreement, infringes that third party's United States patent, copyright, trademark or trade secret, and we will pay damages finally awarded or amounts we agree in settlement.

That indemnity does not apply to claims arising from Customer Content; from your modification of the Runtime; from combining it with anything we did not supply, where the claim would not have arisen otherwise; from your continued use after we tell you to stop; or from your use in breach of these Terms.

If the Runtime becomes, or in our reasonable judgement is likely to become, the subject of such a claim, we may at our expense modify it, obtain the rights needed to keep operating it for you, or — as a last resort — terminate the affected part of the Service and refund prepaid unused fees for it. Section 15 still applies to your content in that case: you get it back in native format either way.

By you. You will defend us against any third-party claim arising from Customer Content, from your use of the Service in breach of these Terms or the Acceptable Use Policy, from your violation of law, or from your lack of rights in programs or data you gave us, and pay damages finally awarded or amounts you agree in settlement.

Procedure. The party seeking indemnity must give prompt written notice (late notice reduces the obligation only to the extent it causes prejudice), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement that admits fault or imposes a non-monetary obligation on the indemnified party may be made without its written consent, not to be unreasonably withheld. The indemnified party may participate at its own cost with its own counsel.

These indemnities are each party's sole and exclusive remedy for third-party intellectual property claims.

Neither party is liable for delay or failure to perform — other than a payment obligation — caused by events beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour action, government act, utility or telecommunications failure, sustained internet or cloud-provider outage, or a widespread cyber attack not caused by that party's failure to meet its own security obligations.

The affected party will notify the other promptly, will use reasonable efforts to work around the event, and its obligations are suspended only for as long and as far as the event actually prevents performance.

If such an event prevents performance for more than 60 consecutive days, either party may terminate on written notice, and we will refund prepaid fees for the period after termination. Section 15 still applies to your data.

Neither party may assign this agreement without the other's prior written consent, not to be unreasonably withheld — except that either party may assign it in full, on written notice, to a successor in a merger, reorganization, or sale of all or substantially all of its assets or of the business line to which it relates.

We may subcontract parts of the Service to the subprocessors identified in the Privacy Policy. We remain fully responsible for their performance and for their handling of Customer Content, as if it were our own.

Any purported assignment in breach of this section is void. This agreement binds and benefits the parties and their permitted successors and assigns.

This agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Essex County, New Jersey, and waive any objection to venue or forum there.

Each party waives any right to a trial by jury in any proceeding arising out of this agreement.

Before filing, the parties will escalate the dispute to a senior executive on each side and attempt in good faith to resolve it within 30 days. This does not prevent either party from seeking injunctive relief for misuse of intellectual property or Confidential Information at any time.

We may update these Terms. When we do, we will change the effective date and the version number at the top of this page and keep the previous version available on request.

For any change that materially affects your rights or obligations, we will email your administrative contact at least 30 days before it takes effect. Non-material changes — clarifications, typographical corrections, updated contact details — take effect on posting.

If you do not accept a material change, tell us in writing before its effective date and terminate. In that case we will refund the prepaid, unused portion of your current term on a pro-rata basis. Continuing to use the Service after the effective date means you accept the change.

Changes do not apply retroactively to a dispute that arose before their effective date.

Entire agreement. These Terms, the Acceptable Use Policy, the Privacy Policy and your Order are the entire agreement between us about the Service, and supersede all prior proposals, presentations, demos and discussions. Neither party relied on any statement not written into them, but nothing excludes liability for fraudulent misrepresentation.

Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest stays in force.

Waiver. A failure or delay in enforcing a right is not a waiver of it, and a single waiver is not a continuing one.

Notices. Legal notices to us go to hello@uniquebb.com and, if you also want them on paper, to the postal address in section 25. Notices to you go to your administrative contact. Email notice is effective the next business day after it is sent.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.

No third-party beneficiaries. This agreement is for the parties' benefit only.

Publicity. We will not name you as a customer, or use your logo, without your prior written consent, which you may withdraw at any time on 30 days' notice.

Headings and interpretation. Headings are for convenience. "Including" means "including without limitation". Days are calendar days unless stated as business days.

Counterparts and signatures. Orders may be signed in counterparts and by electronic signature, each of which is an original.