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Terms of Sale and Licence

Version udria-b2b-terms-2026-09-15-v1.0 — superseded. Udria is operated by 815MC Ltd.

This version has been superseded, and it still governs some orders.

If your order confirmation names udria-b2b-terms-2026-09-15-v1.0, this is your contract and the text below is the one you accepted. A later version does not change a purchase already made.

The version in force for new orders is udria-b2b-terms-2026-09-25-v1.2. If you are unsure which applies to you, email hello@udria.co with your order reference.

1. Who we are and who may buy

1.1 These Terms govern the sale and licensing of the Udria capability package identified at checkout (the Package) by 815MC Ltd, a company incorporated in England and Wales with company number 14188435 and registered office at Flat 815 Maurer Court, John Harrison Way, London, England, SE10 0SX ("Udria", "we", "us"), to the person or organisation identified in the order (the "Customer", "you").

1.2 Business purchases only.

Udria Production Stripe Billing is offered for business use only. We do not accept purchases for personal, household or consumer purposes.

1.3 By placing an order you confirm:

Business purchase only. I confirm that I am purchasing this product wholly or mainly for purposes of my trade, business, craft or profession, and not as a consumer, and that I am authorised to bind the business identified in this order.

1.4 We may reject an order before we accept it where your business status cannot reasonably be established. If an order has already been accepted before we identify that issue, we may cancel the order, refund the amount paid and, subject to applicable law, terminate the Package licence.

1.5 The agreement between us (the Agreement) consists of these Terms, the order confirmation and the versioned compatibility information expressly incorporated under clause 2.4. If there is an inconsistency, the order confirmation prevails for the identity of the Customer, the Package purchased, price and transaction taxes; otherwise these Terms prevail.

2. What the Package is

2.1 The Package is downloadable digital content: written specifications, architecture and decision records, a data model, executable domain rules, database migrations, and an automated acceptance test suite.

2.2 The Package is not:

2.3 The Package is intended to be provided to an AI coding agent selected or authorised by you (or, where clause 7 applies, by your client). That agent reads the relevant repository and writes an implementation into it. We do not access your repository, operate that agent or deploy anything.

2.4 Compatibility requirements are set out on our versioned compatibility page at https://udria.co/compatibility, and the version in force at the time of your order is incorporated into the Agreement.

3. Price, payment and tax

3.1

USD 199 exclusive of VAT, sales tax, GST and similar transaction taxes. Applicable taxes will be added where Udria is legally required to collect them. Udria is not currently registered for VAT and does not charge UK VAT on this Package.

3.2 Payment is taken once, in full, at the time of the order. There is no subscription or recurring charge for the Package.

3.3 You are responsible for providing accurate and complete business and tax information, including any VAT or tax identification number and any evidence of business status reasonably requested by us. We may rely on that information in determining the tax treatment of your order. Where we determine that a reverse charge or similar mechanism applies, the invoice will include the applicable treatment or notation. If we are required by law to collect transaction tax because information supplied by you was inaccurate or incomplete, you remain responsible for that tax to the extent permitted by law.

3.4 Your order is an offer to purchase the Package on these Terms. We accept that offer, and a contract is formed, when we send you an order confirmation following successful payment. If we do not accept an order after payment has been authorised or collected, we will refund the amount collected.

4. Delivery

4.1 Following successful payment and acceptance of your order, we will make the Package available without undue delay, normally immediately, by sending a download link to the email address on the order.

4.2 The download link is issued for the Customer's permitted use. You are responsible for keeping it confidential and must not share the link in a way that enables unlicensed access. We may suspend or revoke a download link where we reasonably believe it has been compromised or is being used to facilitate use not permitted by the Agreement. Suspension or revocation of a link does not, by itself, terminate the licence in copies of the Package already lawfully obtained or any update entitlement that otherwise continues under clause 12.

4.3 We may record download and access events for security, licence administration and support purposes, as described in our Privacy Notice.

5. Licence grant

5.1

During the Licence Term, Udria grants the Customer a non-exclusive, non-transferable licence to use the Package for the Customer's and its Controlled Affiliates' internal business purposes across an unlimited number of projects and repositories owned or controlled by them, subject to the restrictions in these Terms.

5.2 "Controlled Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the Customer, in each case only while that control relationship continues. "Control" means direct or indirect ownership of more than 50% of the voting rights in an entity or the power otherwise to direct its management or policies.

6. The implementation your agent writes

6.1 We claim no ownership in your implementation merely because it was generated using the Package.

6.2 To the extent we own any rights necessarily embedded in your implementation, we grant you a perpetual licence to use those embedded elements as part of that implementation.

6.3 We do not warrant that output generated by a third-party AI is free from third-party rights.

6.4 Your relationship with your AI provider governs any additional rights in its output.

7. Consultancy and client work

7.0 This clause 7 is an express exception to the internal-business-purpose limitation in clause 5.1.

7.1 Where you provide professional services to clients, you may:

7.2 You may not give the client the Package files, a reusable copy, or access enabling the client to use the Package independently on unrelated projects.

7.3 You remain responsible for compliance with these Terms.

8. AI providers

8.1 You may transmit the Package to a third-party AI service solely to the extent reasonably necessary to generate or assist with a permitted implementation.

8.2 You remain responsible for your AI-provider account, its terms and its settings.

8.3 We do not control whether an AI provider retains prompts or content. You should use appropriate enterprise or privacy settings where needed.

8.4 This permission does not allow you to publish the Package, use it to build a competing reusable library or product, or use it for general model training, dataset publication or redistribution outside the implementation workflow.

9. Compatibility guarantee

9.1 We will refund your purchase where all of the following are true:

  1. at the time of purchase, our public compatibility page expressly listed your relevant configuration as supported;
  2. you run the current, unmodified Udria pre-flight check against that configuration;
  3. the check reports that configuration as unsupported;
  4. you submit the report within 14 days of purchase, and before deploying to production.

9.2 This guarantee does not, by itself, cover:

9.3 Except for a refund under clause 9.1, a refund required by applicable law, or another refund we expressly agree in writing in a particular case, all sales are final and we do not offer change-of-mind refunds for business purchases.

10. Your responsibilities

You are solely responsible for:

11. Support

11.1 For 30 days from purchase we provide email support for installation issues on a supported stack, up to 3 substantive exchanges per purchase.

11.2 A "substantive exchange" is one response cycle addressing a support request. Administrative messages, clarifications, and confirmed defects in the Package do not count against the limit.

11.3

Support is provided on a reasonable-efforts basis. Unless we expressly agree otherwise in writing, we do not guarantee any particular first-response, resolution or availability time.

11.4 Support does not include bespoke development.

12. Updates

12.1

During the Update Period, the Customer is entitled at no additional licence fee to each v1.x release of the Package that Udria elects to publish. This entitlement does not oblige Udria to create any particular update, maintain a minimum release frequency or add any particular feature.

12.2

The Update Period is five years from the Customer's purchase date. Udria will make each qualifying v1.x release published during that period available for download for at least 90 days after the relevant release notice. The Customer is responsible for retaining copies it wishes to keep.

12.3

Udria may designate a materially new generation of the Package as a new major version (for example, v2). Minor improvements, corrections and maintenance releases to the v1 product will ordinarily remain within v1.x. Version designations will be made in good faith having regard to the nature and scope of the release.

12.4 A sale or transfer of the Package or the relevant part of our business does not, by itself, terminate your existing licence or your entitlement to qualifying v1.x releases for the remainder of the Update Period. Any assignment of the Agreement by us is governed by clause 19.1.

13. Restrictions

13.1

The Package is licensed, not sold. Except for the permitted AI-provider and consultancy use expressly stated in these Terms, the Customer must not sell, sublicense, publish, distribute, make available or provide a reusable copy of the Package to any third party.

13.2 Except for the rights expressly granted in these Terms, all rights, title and interest in and to the Package are reserved by Udria and its licensors.

14. Warranties

14.1 We warrant that we have the right to license the Package, and that at delivery it materially corresponds with its description.

14.2 We do not warrant that:

14.3 Nothing in these Terms excludes liability that cannot lawfully be excluded.

15. Liability

15.1 Subject to clause 15.3, and to the extent permitted by law, we are not liable for:

15.2

Subject to the liabilities that cannot lawfully be limited, Udria's total aggregate liability arising out of or in connection with the purchase, Package and related support shall not exceed the amount actually paid by the Customer for the Package giving rise to the claim.

15.3 Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot legally be excluded or limited.

16. Termination

16.1 The Licence Term begins when the Package is first made available to you and continues until the Agreement is terminated under this clause.

16.2 We may terminate the Agreement by written notice if you materially breach it and, where that breach is capable of remedy, you fail to remedy it within 14 days after receiving notice requiring you to do so. We may terminate immediately for a material breach that is incapable of remedy. Unauthorised distribution of the Package may be incapable of remedy once disclosure has occurred.

16.3 On termination, you must stop using the Package and delete copies of the Package in your possession or control, except to the extent retention is required by law. Termination does not affect your right to use, modify, maintain, deploy, distribute or transfer an implementation created using the Package before the effective date of termination, or the perpetual licence granted by clause 6.2 in respect of Udria rights necessarily embedded in that implementation. You may continue to modify that implementation using your own code and tools, but termination does not permit continued access to or use of the Package to create further implementations. Termination does not affect any right or remedy that accrued before termination.

16.4 Clauses 6, 15, 16.3, 18 and 19, and any other provision which by its nature is intended to survive termination, continue after termination.

17. Data protection

17.1 Our Privacy Notice explains how we process personal data in connection with orders, delivery and support. The Privacy Notice is a transparency notice and does not form part of the Agreement.

18. Governing law

18.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales.

18.2 The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement, including any non-contractual dispute or claim.

19. General

19.1 Assignment. You may assign the Agreement as a whole to a successor in a merger, reorganisation or sale of all or substantially all of the business to which the Package relates, provided that the successor is acquiring it for business purposes, agrees to be bound by the Agreement and you notify us. Any other assignment by you requires our prior written consent. We may assign the Agreement to a group company or to an acquirer of the Package or the relevant part of our business, provided that the assignee assumes our obligations under the Agreement and the assignment does not reduce rights you already hold under it. Clause 5.1 remains subject to this express assignment provision.

19.2 Notices. A notice under the Agreement must be in writing. A notice to us may be sent to our registered office stated in clause 1.1, with a copy by email to the contact email then published on our website. A notice to you may be sent to the email address stated in your order. This clause does not govern service of court proceedings or other documents in legal proceedings.

19.3 Severability. If any provision of the Agreement is held invalid, unlawful or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable. If that is not possible, the relevant provision shall be treated as deleted. The remainder of the Agreement continues in force.

19.4 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to the Package. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

19.5 Changes to terms. We may change these Terms for future purchases. The version recorded for your order governs that purchase. A later version does not change an existing purchase unless we and you expressly agree otherwise in writing or a change is required by applicable law.

19.6 Nothing in these Terms creates a partnership or agency between us.

19.7 Third-party rights. A Controlled Affiliate or client may benefit from the permissions expressly given to it under clauses 5 and 7, but only the Customer may enforce the Agreement and the Customer remains responsible for compliance by those persons. Except as stated in this clause, no person other than a party to the Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

19.8 Waiver. A failure or delay by either party to exercise a right or remedy under the Agreement does not waive that or any other right or remedy. A waiver is effective only if given in writing and only for the circumstances for which it is given.

Version udria-b2b-terms-2026-09-15-v1.0 · SHA-256 28ef050f622aab3c73c8c09801bec84b3486b9726dd30f6560015c663467cfe8

This checksum is the one recorded against every order that accepted this version. It has not changed since those orders were placed, which is the point of keeping the bytes rather than a description of them.