This agreement is between:
By entering into this agreement, the client and the Provider agree to be bound by its terms.
i. The Client accepts the terms and conditions of this agreement when they log into the system.
ii. This agreement will continue until terminated in accordance with clause 16 below.
iii. If the Client is not willing to accept these terms and conditions and therefore decides not to enter into this agreement, it should contact the Provider and is not permitted to use UCP or any of the Services.
4.1 The Client's rights to use UCP, its obligations and “cooling off”;
4.2 Setting up a UCP account on the basis of a fixed-term contract;
i. The Client is solely responsible for obtaining and maintaining its internet and network connections and any associated connectivity problems are its own responsibility.
ii. The Provider will take reasonable steps to make sure that UCP are free from viruses but it cannot guarantee this. The Provider recommends that the Client operates with its own virus-protection software as the Provider cannot be held responsible for any loss or damage caused by any viruses or other harmful technology that may infect the Client's computer systems, data or other material owned by it.
iii. The Provider cannot guarantee that UCP will be compatible with the Client's web browser or computer set-up or that the Client's access to UCP will be uninterrupted or error-free (as this may, on occasions be beyond the Provider's control).
iv. The Client is responsible for controlling access to its own UCP account. The Client should not allow anyone else to use its sign-in information, and the Client should also change its password at regular intervals.
v. From time to time, the Provider may temporarily suspend access to UCP for maintenance, repairs or other reasons. The Provider will try to do this outside normal business hours and provide the Client with notice in advance, but this might not always be possible.
i. Fees for using UCP are set out in the terms & conditions, signed when the Client agrees to purchase the Services or accepted by the Client at the point of purchase.
i. If, at any time, the Client is in breach of any term of this agreement, or if the Provider does not receive payment from it for the use of UCP (including, without limitation, any of the Services it has subscribed to receive), then without prejudice to any other right or remedy which the Provider may have, the Provider is entitled to suspend or limit the Client's use and any employees' self - service use of UCP (including all Services). The Provider may, at its sole discretion, offer the Client a grace period during the defaulted payment period and has the right to suspend the service at the end of this period if payment has not been made. The Provider will notify the Client of any payment-related defaults.
ii. Any suspension of the Client's use of UCP shall continue until such time that the breach in question has been remedied to the Provider's reasonable satisfaction and/or the Provider has received payment from the Client in full. Any failure by the Client to remedy a breach of this agreement, or to pay any amount due to the Provider, shall (without prejudice to any other right or remedy which the Provider may have) entitle it to terminate this agreement in accordance with clause 16 below. The Provider will notify the Client by email of any intention to terminate the agreement.
iii. The Client shall indemnify and hold harmless the Provider from and against all Claims and Losses arising from (a) a breach of any part of this Agreement which results in loss, damage, liability, injury to the Provider and/or its employees, consultants, or other representatives and third parties, (b) infringement of third party Intellectual Property Rights or third party losses by reason or arising out of the Client's access and use of UCP outside of that expressly permitted by this Agreement, or (c) any information or other materials supplied to the Provider by the Client within or outside the scope of this Agreement. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall mean all losses, including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
i. The Client must not introduce viruses or harmful technology to UCP.
ii. The Client must not access any UCP and Services when they have not paid the applicable fee to do so. If the Client engages in such unauthorised usage, the Provider is entitled to charge the Client a fee at the appropriate rate of the UCP and/or Services in force at the time. If the Client does not pay the additional charges, the Provider has the right to suspend all the Client's services until the breach has been remedied to the Provider's reasonable satisfaction.
iii. The Client must not try to affect the availability of UCP to other registered Clients.
iv. Except as expressly permitted in this agreement, the Client must not give anyone else any right (of any kind) to use or benefit from UCP in any way or provide UCP to others unless others are entitled to use UCP within the Client's business and are added to UCP as a Client of the Service. The Client can provide delegated access to group companies of the Provider, or as they deem necessary, from 1st August 2023. The Client is responsible, without limitation, for the actions of the authorised Clients and will use all endeavours to ensure those with authorised access comply with the terms and conditions. The Client will indemnify the Provider against any and all claims or loss arising from delegated access, with the exception of when it's delegated to a Group employee.
v. The Client must not use UCP to develop its own software. Specifically, the Client must not use or copy all or any part of UCP's 'graphical Client interface', 'operating logic' or 'database structure' for it to be used as part of, or to develop, any software or other product or technology.
vi. The Client must not make any use of the Services which damages or is likely to damage the Provider's business or reputation, the availability or integrity of UCP, or which causes or threatens to cause the Provider to incur any legal, tax or regulatory liability.
i. The Provider will provide support by Email: email@example.com and Telephone: +44 203 9502894 during working hours Monday to Friday between the hours of 9am and 5pm GMT. Where possible, the Provider shall assist the client with assistance beyond these hours of operations.
ii. The Provider reserves the right to change how it provides support to the Client (and if any applicable charges will become payable) by posting a notification on UCP or emailing the Client with details of the changes. The Provider will aim to give the Client as much advance notice as possible of these changes.
iii. The Provider will not, at any time, however, give the Client technical support or other assistance for any hardware, third-party software or other equipment problems to use UCP.
i. Although the Client has the right to use UCP as described in clause 4, the Client, Client's Employees and any Delegated Clients will not own any of the Intellectual Property Rights in UCP. The Provider (or the third party from whom the Provider obtains the rights if the Provider is not the owner) will continue to own the Intellectual Property Rights in UCP, including any software the Provider provides to replace all or part of UCP. The only rights the Client will have to UCP are as set out in this agreement.
ii. The Provider (or its licensors) owns the rights to UCP and any related logos or images. By allowing the Client to use UCP, the Provider does not give the Client ownership of any of those rights, logos or images.
iii. The Client undertakes not to use the Provider's name or brand in any promotion or marketing, or announcement without its prior written consent.
(a) Whilst the Provider aims to provide uninterrupted use of UCP, this cannot be guaranteed. The Provider will not be responsible for any failure to perform its obligations under this agreement in the event that it is prevented from providing a continuous service due to circumstances beyond its control. Wherever possible, the Provider will provide an advance warning notification on UCP or by email of any known or planned interruptions, and the Provider will use its best endeavours to keep any interruption as short as possible.
(b) The Provider gives no warranties to the Client in respect of the following matters:
(c) The Client cannot rely on any statement or representation made by any party prior to the registration of the Client as a Client of UCP.
(d) The Provider agrees that it will use its reasonable skill and care to provide the Services to the Client under this agreement.
(a) The Provider's liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this agreement will (if applicable) be limited to an amount equal to the total of all fees paid or payable by the Client for its use of UCP in the 1-month period in which the claim arose.
(b) The Provider will not be responsible, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution or otherwise, for any of the following in consequence of its use of the provider's software products (even if the Provider knew or should have known there was a possibility that the Client could suffer or incur such loss or damage):
(c) Nothing in this agreement will exclude or limit the liability of either the Client or the Provider in respect of:
Neither party shall be liable for any default except for any obligations to make payments owed under the agreement arising due to an act of God, war, or any industrial action, including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party's reasonable control.
(a) Termination generally;
(b) The agreement shall be in vogue for the period the client has subscribed services of UCP. In the event the client suspends subscriptions and wishes to start subscriptions again then a reinstatement fee of GBP 100 shall be payable by the client.
(c) Provider shall be entitled to increase the subscription fees at any point in time. The client shall be intimated about the change in subscription fees at least a month earlier. In the event of subscription fees being changed admits the subscription period, the client shall be benefited in terms of new subscription fees applicable during subscription renewal.
i. If any provision of this Agreement is held illegal or unenforceable, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this agreement remain legal and enforceable, the remainder of this agreement shall remain operative and binding on the Parties
i. Client subscribes to UCP in the United Kingdom; therefore, this agreement (and all non-contractual claims and disputes) is governed by the laws of England and Wales and the Client and the Provider both agree that the courts of England and Wales shall be the only courts competent to decide disputes in relation to this agreement.
UCP shall to the best of its abilities assist the clients to be compliant with UKVI Sponsorship requirements. It shall not be liable for any shortcomings that might result in clients not being able to comply with UKVI sponsorship requirements.