1. Definitions

This Terms and Conditions document is a legal agreement between UpLinkMedia, hereafter “ULM”, and Client “CL” for the purposes of solution development. These Terms and Conditions set forth the provisions under which CL may use the services supplied.

ULM is a solution provider offering CL the services agreed and usually provided as an appendix with a deposit invoice. ULM may also provide on-going maintenance and support, to which extent will be included within the aforementioned appendix. These terms and conditions relate to all major ULM solutions including but not limited to: e-commerce, websites, ipad epos, telephone systems, app development. Social media management and graphic only projects will be handled under separate terms and conditions available upon request.

2. Acceptance of Work

Quotations are valid for 30 days from date of issue.

No contract for the supply of services exists between CL and ULM until ULM sends an invoice to CL. The invoice equals acceptance by ULM (or third party supplier) of CL’s offer to purchase services from ULM and this acceptance of work is a valid contract between CL and ULM.

Any other services on the order that have not been included in the invoice do not form part of the contract. CL agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

Additional work requested by CL that is not specified in the agreed quotation is subject to an additional quotation by ULM on receipt of specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.

If a functional specification and a set of testing criteria is included within the quotation, ULM is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.

CL agrees that the pre-informed base software is an agreeable platform for development of the solution. The services of this system will be provided under a contract between CL and the third party and will be setup on behalf of CL. ULM accept no responsibility for the introduction of this contract to either party.

CL agrees to provide any needed information and content required by ULM in good time to enable ULM to complete the project.

Any additional work will be provided through a separate quotation and will be subject to these same terms and conditions unless otherwise stated. This will include any apps and/or social media management or any other services.

3. Permission and Copyright

Copyright of the completed solution is likely to include licensed materials from others; the copyright will remain with the respected creators. In general these copyrights are likely to be detailed in the respective files XML. Any content and graphical designs; banners, logos, product images will be owned solely by CL upon final payment.

CL agrees that resale or distribution of the completed solution files is forbidden unless prior written agreement is made between CL and ULM.

CL hereby agrees that all media and content made available to ULM for use in the project are either owned by CL or used with full permission of the original authors. CL agrees to hold harmless, protect and defend ULM from any claim of a breach of copyright from these materials.

CL agrees that ULM may include development credits and links.

CL agrees that ULM reserves the right to include any development done for CL in a portfolio of work.

CL agrees to abide by the terms of any third party software or media included within any work done for CL. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, Code under Standard Licenses, RSS feeds etc.

4. Material

ULM reserves the right to refuse to handle:

  1. Any media that is unlawful or inappropriate.
  2. Any media that contains a virus or hostile program.
  3. Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
  4. Any media that constitutes a criminal offence, or infringes privacy or copyright.

 5. Domain names and Hosting

ULM can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third party service.

CL agrees that registration of a domain name does not provide endorsement of the right to use the name. CL is responsible for ensuring they have due title to the domain name. ULM holds no liability and CL hereby agrees to indemnify and hold harmless ULM from any claim resulting from CL’s registration of a domain name.

The domain name is registered in CL’s own name, with the technical address and contact details of ULM. CL should be aware that a domain name is registered with a third party and as such CL shall agree to fully abide by the terms and conditions set out by the third party for such services.

CL agrees that information submitted for registration of domain names is then available to the general public via the Nominet Whois system. However, CLs who are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Whois system.

CL is liable to pay ULM for any domain name registrations and the initial set-up of the hosting if included as part of the development unless otherwise agreed.

Any support relating to the domain name, hosting and email services is between CL and the third party service. Any setups will be charged as an extra to the development unless otherwise agreed.

Any other domain name and hosting services or costs not included by ULM, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by CL.

CL agrees that if at any time their contact details, including email address, change, it is their responsibility to contact ULM in order to contact the third party on their behalf and update their contact details.

Payment for domain name and hosting services is to be made immediately on receipt of an invoice from the ULM. Failure to comply with the payment terms may result in CL’s domain name becoming available to another party and/or the website and email services becoming unavailable.

CL agrees to pass on access details relating to their domain name and hosting account that ULM requires to upload a solution if required as part of a project.

ULM reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal. CL agrees to be liable for their use of the domain name, hosting and email services should ULM withdraw from hosting on CLs behalf.

CL agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

6. Projects

During a project it is important that CL communicates information to ULM to achieve the required result.

Any reasonable alterations are part of the original quotation but are limited to a maximum of 14 hours work. All alterations are to be requested in writing by email. After the allocated time for alterations is used up, either in graphic design, setup or layout customisation, ULM reserves the right to advise CL of such and send a separate quotation to CL and to request payment for any further alterations. Upon payment of final invoice CL agrees that all services are complete in full. Any further alterations or setups are chargeable upon quotations and agreement.

ULM endeavors to create solutions that if appropriate are accessible to search engines. However, ULM gives no guarantee that the site will become listed with search engines.

If an error or issue with the solution arises during the project, which does not allow the solution to match the original specification, then CL agrees that ULM can apply a nearest available alternative solution. On which occasion ULM will discuss all relevant differences.

ULM at all times applies reasonable skill and care in provision of services.

Once the project is completed, ULM will launch the solution(s) at agreed date and time.

After site completion, a CL or a third party of their choosing may wish to edit their solution themselves to make updates. However, CL agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the system themselves. If CL or a third party of their choosing edits and this results in functionality errors, then ULM reserves the right to quote for work to repair.

ULM reserves the right to assign subcontractors in whole or as part of a project if needed.

7. Accessibility & Web Standards

ULM shall make every effort to ensure solutions are designed to be viewed by the majority of visitors. Solutions are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. CL agrees that ULM cannot guarantee correct functionality with all browser software across different operating systems.

CL agrees that, following handover, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, ULM reserves the right to quote for any work involved in changing the solution for it to work with updated browser software, domain name or hosting changes.

CL agrees that more advanced applications on a system may require a newer browser version or plug-in.

8. Payment Terms

Prices are subject to reasonable change if necessary. These changes will be demonstrated to CL before continuing with the project.

Deposits are required and will be a maximum of 50% of the work unless otherwise agreed. Deposits are 100% non-refundable.

All quoted prices are exempt of VAT.

All invoices must be paid in full within the terms detailed on the invoice.

ULM reserves the right to decline further work on a project if there are invoices outstanding with CL.

ULM reserves the right to remove its work for CL from the Internet if payments are not received.

9. Liability and Warranty Disclaimer

ULM provides the solution and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the solution and its contents, or fitness of services offered for a particular purpose. ULM cannot guarantee the functionality or operations of the solution or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

CL agrees that ULM is not liable for any bugs, performance issues or failure of the solution’s base software as the software is distributed under contract between CL and the third-party and is maintained and developed by them and in limited cases ULM. Any bugs, performance issues or failure with the software will be referred to the third-party on behalf of CL during the time ULM are contracted for maintenance.

CL agrees that ULM is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
 ULM is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of solution from ULM to CL, CL shall assume entire responsibility in ensuring that all files are functioning correctly before use. Whilst every effort is made to make sure solutions are error free, ULM cannot guarantee that the display or functionality of the solution will be uninterrupted or error free. If, after handover of solution(s), errors are found and the solution setup and the domain name set-up and hosting set-up are the same as when work began, then ULM can correct these errors for CL free of charge for a period of 3 months, after payment of final invoice. After the 3-month period, ULM reserves the right to quote separately for any work involved in correcting an error.

If, after handover of the solution, errors are found in the solution ULM has provided and settings have been changed, ULM can correct errors and reserves the right to quote separately for any additional work needed.

Should CL go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, ULM reserves the right to cancel forthwith any projects and invoice CL for any work completed.

ULM shall have no liability to CL or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate the solution, even if ULM has been advised of the possibility of such damages. Nor shall ULM be responsible for any of the above arising with third-parties suggested by them.

There are sometimes laws and taxes that affect Internet e-commerce. CL agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend ULM and its subcontractors from any claim, penalty, or tax arising from CL’s exercise of Internet e-commerce.

ULM may from time to time recommend to CL that updates are needed to their solution including but not limited to new legislation compliance, software compatibility and web standards. ULM reserves the right to quote for any updates as separate work. CL agrees that ULM is not liable for any failure to inform or implement these updates to their site. CL agrees that it shall defend, indemnify ULM harmless from any and all demands and/or claims arising from omission to inform or implement these updates.

App solutions are hosted under the ULM Apple and Google Play developer accounts. The CL accepts that ULM is merely an acting agent providing the app on behalf of the CL to the end user. ULM accepts no liability of the content of the app. CL will defend and hold ULM harmless of any claims arising from the use of their app from an end user.

10. Indemnification

CL agrees to use all ULM services, facilities and suggested third-party services at their own risk and agrees to defend, indemnify, save and hold ULM harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against ULM or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by CL or its third parties.

CL agrees that this indemnification extends to all aspects of the project and any other services provided.

11. Nondisclosure

ULM and any third party associates agree that, unless directed by CL, it will not at any time during or after the term of this agreement disclose any confidential information. CL agrees that it will not convey any confidential information about ULM to another party, unless directed by ULM.

12. Privacy Policy

ULM and any third party associates shall use information provided by CL in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used to identify CL in communications with them and to contact CL from time to time to offer them services or products that may be of interest to or benefit CL.

13. Interpretation

ULM reserves the right to terminate a project with CL at any time without prior notification if it finds CL in breach of these Terms and Conditions. ULM shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

This agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

By making payment of a deposit invoice, CL acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions. If in some cases the client has not made a deposit payment, they will accept that once any payment is made to ULM for the provision of any work these terms and conditions will apply to the entire contract regardless of when the work was started.

ULM reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be provided upon request. And are generally posted at: www.uplinkmedia.co.uk/termsofbusiness.

14. Statutory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.

 

REV 2. 05.09.2014 - Previous Revisions May Be Available Upon Request.