TERMS & CONDITIONS FOR ONLINE PROCESSING SERVICES

Last updated 18/05/2018

The services referred to in these terms and conditions are provided by United Legal Services Limited ("ULS ") whose registered office is the Old Grammar School, Church Road, Thame, OX9 3AJ (Company Number: 4594095).

IMPORTANT: The Customer's attention is drawn to the provisions of Clause 2 (regarding the importance of the Customer providing accurate information), Clause 3 (regarding the nature of Online Processing Services ULS perform), Clause 4 (regarding how Customers enter agreements with Service Providers and the requirement for the Customer to check Service Providers meet their needs), and Clause 8 (regarding liability). These terms and conditions set out different rights and obligations depending on whether the Customer is a "consumer" (that is, the Customer is not acting in the course of its trade or business) or a business or trade customer. Consumers can obtain advice about their legal rights from their local Citizens' Advice Bureau or Trading Standards office. Nothing in these terms and conditions will affect these legal rights.

1. SCOPE OF AGREEMENT

1.1 These terms and conditions, the Privacy Policy, and the relevant Quote (together the "Agreement") shall govern the relationship between ULS and the Customer for the provision of online processing services which may include the introduction of Customers to Service Providers (Online Processing Services). This Agreement does not include: (a) any other terms and conditions: (b) any oral or written quotation (other than the Quote); (c) any purchase order, acceptance or acknowledgement of an order by the Customer; (d) any specification not set out in the Agreement; (e) any other document (whether or not referred to in the Agreement); or (f) any purported attempt by the Customer to impose or incorporate its own terms and conditions; and the same shall be of no effect and not legally binding. If there is any inconsistency between these terms and conditions, the Privacy Policy, and/or the Quote, the documents shall have priority in the following order: (i) the Quote; (ii) these terms and conditions; and (iii) the Privacy Policy.

1.2 All descriptive matter, specifications, advertising and promotional material issued by ULS and any descriptions or illustrations contained in ULS’ catalogues, websites or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or information about third parties described in them, and shall not form part of the Agreement.

1.3 In this Agreement:
(i) any terms in the singular shall include the plural and vice versa;
(ii) any phrase introduced by the words "include", "including", "in particular", "excluding" or the like shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(iii) any reference to a "Clause" means a clause of these terms and conditions;
(iv) any reference to a person shall be construed as a reference to any person, corporate entity, or any association or partnership (whether or not having separate legal personality) or one or more of the same;
(v) the headings are included for convenience only and may not be used in construing or interpreting these terms and conditions.

1.4 In this Agreement the following words and expressions shall have the following meanings when they start with capital letters:
(i) "Agreement" has the meaning given in Clause 1.1;
(ii) "Confidential Information" means all methodology, know-how, experience, data, databases, flow charts, reports, tables or other material produced in relation to this Agreement and any other information of whatever kind (whether communicated orally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party, including its business, products, suppliers and customers;
(iii) "Customer" means the person identified in a Quote who will be introduced to one or more of the Service Provider(s) referred to in it;
(iv) "Intellectual Property Rights" means all patents, trade marks, service marks, designs, copyright, database rights, inventions, trade secrets and other know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not, all applications and rights to apply for the same, and the right to sue for past infringements;
(v) "Privacy Policy" means the policy which governs the use of the Customer's personal information, available at: http://www.utdgroup.com/policies/privacy;
(vi) "Quote" means a written quotation issued by ULS to a Customer setting out the Services requested by the Customer, the Service Providers who have indicated to ULS they may be able to offer such Services to Customers, and an indicative fee for the Services based on the information provided to ULS by such Service Providers;
(vii) "Service Provider" means any solicitor, conveyancer, broker, insurer, surveyor, supplier, contractor, or any other third party who may enter a direct relationship with a Customer for the performance of Services as a result of Online Processing Services provided by ULS;
(viii) "Service Provider Terms" means any applicable terms and conditions of a Service Provider which govern the performance of Services by the Service Provider to the Customer;
(ix) "Services" means the services required by a Customer as set out in a Quote;
(x) "Unexpected Event" has the meaning given in Clause 3.4.

2. ACCURACY OF INFORMATION AND QUOTES

2.1 The Customer acknowledges that a Quote provided by ULS is not an offer capable of acceptance.

2.2 The Customer must ensure all information it provides to ULS is complete, accurate and up to date, and ULS' provision of accurate Quotes, introduction of Service Providers and performance of its obligations under this Agreement is dependent on the same. The Customer acknowledges that if the Customer provides information which is incomplete, inaccurate or out of date:
(i) any Quote provided by ULS may be inaccurate;
(ii) any Service Provider referred to in a Quote may not be capable of, available to, or willing to perform the Services referred to in the Quote; and
(iii) ULS may not be able to comply with its obligations under this Agreement where it uses or relies on such information.

3. ONLINE PROCESSING SERVICES

3.1 Where the Customer requests a Quote, ULS will use reasonable endeavours to identify one or more Service Providers who have indicated to ULS they are willing and able to provide the Services required by the Customer, based on the information provided by the Customer. Upon receipt of a Quote from ULS, the Customer may engage with any (or none) of the Service Providers referred to in it.

3.2 This Clause 3.2 does not apply to Customers who are consumers. If a Customer intends to introduce (through any means) a Service Provider identified in a Quote to its own clients the Customer is solely responsible for:
(i) bringing these terms and conditions to the attention of its own clients and ensuring their agreement to them;
(ii) agreeing its own terms and conditions with respect to such introduction; and
(iii) compliance with all applicable laws and regulations with regard to such introducer activities.

3.3 This Clause 3.3 does not apply to Customers who are consumers. ULS shall not be liable in any circumstances to any client of a Customer or to any other person to whom a Customer introduces a Service Provider identified in a Quote. The Customer shall indemnify and keep indemnified ULS from and against all costs, expenses (including, but not limited to, legal and other professional fees and expenses) losses, damages and other liabilities (of whatever nature, whether contractual, tortious or otherwise) suffered or incurred by ULS and arising out of or in connection with any claims, actions or demands made against ULS by any third party to which the Customer has introduced a Service Provider identified in a Quote.

3.4 Neither party shall be liable for any breach of its obligations under the Agreement due to any cause beyond its reasonable control ("Unexpected Event") provided the party concerned has acted reasonably and prudently to prevent and to minimise the effect of such Unexpected Events. Should an Unexpected Event continue without interruption for 3 (three) months or more, then either party may by notice to the other, cancel the Agreement without incurring any liability for any resulting loss or damage.

4. AGREEMENT WITH SERVICE PROVIDERS

4.1 The Customer acknowledges and agrees that:
(i) ULS does not provide Services itself and does not agree to do so through this Agreement;
(ii) this Agreement relates solely to the provision of Online Processing Services and not the Services performed by those Service Providers;
(iii) a Quote is an introduction made by ULS to Service Providers who may be suitable to perform Services required by the Customer and who the Customer may choose to engage directly to provide Services under one or more separate agreements;
(iv) the inclusion of a Service Provider in a Quote is not a recommendation or an endorsement by ULS of that Service Provider;
(v) the Customer is solely responsible for assessing the suitability of any Service Provider to meet the Customer's requirements (or those of its clients) and the acceptability of a Service Provider's terms and conditions for the performance of Services;
(vi) the Customer is responsible for checking that the name(s), address, date(s) of birth, postcode, property positioning, plan(s) used, areas covered and all other information held by a Service Provider following the provision of a Quote is correct; and
(vii) ULS shall in no circumstances be responsible for the performance of, failure to perform, or the quality of any Services performed by a Service Provider.

5. FEES AND PAYMENT AND CANCELLING SERVICES

5.1 ULS provides Customers with online processing services free of charge, however it reserves the right to charge additional sums as notified to the Customer in advance from time to time.

5.2 In some circumstances ULS will take a payment from a Customer up-front on behalf of a Service Provider to allow a Service Provider to start to provide Services immediately. Where a Quote requires an up-front payment the Customer accepts that the work covered by it will start as soon as possible after payment. While the Customer will have the right to cancel an order within 7 (seven) days of making the payment if the work has not started, the Customer accepts that this "cooling-off period" ends and it will not be permitted to cancel an order once the work starts.

5.3 All fees and the terms of payment for the performance of Services shall be governed by the relevant Service Provider Terms.

5.4 Although ULS uses reasonable endeavours to ensure all Quotes are accurate, they should be regarded as indicative only, in particular in relation to any fees referred to in them. All information in Quotes and on which ULS bases Quotes is provided to ULS by the Customer and/or relevant Service Providers and ULS cannot and do not undertake to verify the information before producing the Quote.

6. INTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION

6.1 This Clause 6.1 only applies to Customers who are consumers. Subject to Clause 6.3 and any restrictions specified in the relevant Quote, ULS grants the Customer a perpetual, non-exclusive, non-transferable, non-sub-licensable right to use the Intellectual Property Rights in any material provided to the Customer by ULS in relation to the provision of online processing services for its own personal, non-commercial purposes only and not to sell, distribute or make available the same in any format to any other person.

6.2 This Clause 6.2 does not apply to Customers who are consumers. Subject to Clause 6.3 and any restrictions specified in the relevant Quote, ULS grants the Customer a perpetual, non-exclusive right to use the Intellectual Property Rights in material provided to the Customer by ULS in relation to the provision of online processing services solely for the sale, distribution and/or making available of the same to its own clients, provided that such sale, distribution or making available is subject to an obligation on the recipient to use the same only for its own personal, non-commercial purposes and not to sell, distribute or make available the same in any format to any other person.

6.3 The Customer acknowledges that, in respect of any Intellectual Property Rights in any material licensed to ULS by third parties and provided to the Customer by ULS in relation to the provision of Online Processing Services, the Customer's use of the same is conditional on ULS obtaining a licence from the relevant licensor on such terms as will entitle ULS to license such rights to the Customer.

6.4 The Privacy Policy explains how ULS will use Customer personal information.

6.5 Each party shall keep strictly confidential all Confidential Information and all Intellectual Property Rights received from or on behalf of the other party, or otherwise relating to the Agreement.

6.6 Each party undertakes only to use the other party’s Confidential Information and Intellectual Property Rights for the purposes envisaged by this Agreement and in all cases shall only disclose the same to such of its employees, agents and sub-contractors who have a need to know the same for the purposes of this Agreement, and who are subject to a written equivalent obligation of confidentiality.

6.7 The obligations of confidence contained in this Clause 6 shall not apply to any Confidential Information that the recipient party can reasonably prove:
(i) was in the public domain at the time of disclosure;
(ii) was lawfully in its possession and was not acquired directly or indirectly from the other party or from a third party under an obligation of confidence (directly or indirectly) to the other party;
(iii) is or becomes public knowledge by act or acts other than those of such party; and/or
(iv) is required to be disclosed by law.

7. TERMINATION

7.1 The Agreement may be terminated for cause by either party, with immediate effect, from the date of service on the other of written notice if the other party is in breach of any material obligation under the Agreement and, if the breach is capable of remedy, that party has failed to remedy such breach within 28 (twenty eight) days of receipt of notice so to do.

7.2 Where the Customer is a consumer, ULS may terminate the Agreement immediately if a bankruptcy order is made against them (or any of them).

7.3 Either party may terminate this Agreement if:
(i) an order is made or a resolution is passed for the winding up of the other party; or
(ii) an administrator is appointed to manage the affairs, business and property of the other party; or
(iii) a receiver is appointed of any of the other party’s assets or undertaking; or
(iv) the other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(v) anything analogous to any of the foregoing occurs to the other party under the law of any jurisdiction;.

8. LIABILITY

8.1 ULS accepts liability:
(i) to all Customers for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation; and
(ii) only to Customers who are consumers for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (as to title) where there shall be no limitation of liability. ULS’ liability for all other losses suffered by the Customer shall be as set out in the remainder of this Clause 8.

8.2 Subject to Clauses 8.1, 8.3, 8.4 and 8.5 if ULS fails to comply with this Agreement, it is responsible for loss or damage the Customer suffers that is a foreseeable result of the breach of the Agreement or negligence, but is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of ULS' breach or if they were contemplated by the Customer and ULS at the time of this Agreement.

8.3 This Clause 8.3 does not apply to Customers who are consumers. ULS will have no liability to the Customer for any:
(i) loss of profit;
(ii) loss of business;
(iii) business interruption;
(iv) loss of business opportunity;
(v) loss of revenue (anticipated or actual);
(vi) loss of savings (anticipated or actual);
(vii) loss of or damage to reputation or goodwill;
(viii) loss or corruption of or damage to data; or
(ix) any special, incidental, consequential or indirect loss or damage whatsoever.

8.4 Service Providers are not ULS' employees or group companies. Service Providers are separate businesses independent of ULS and they have no authority to act on behalf of ULS or bind ULS in any way. The Customer will have a direct contractual relationship with any Service Provider providing a Service to it and, except where ULS has failed to comply with its obligations set out in Clause 3.1, ULS will have no liability for any act or omissions of the Service Provider, including without limitation, relating to any failures or negligence or defect in the Services and related materials they provide.

8.5 This Clause 8.5 does not apply to Customers who are consumers. Except for its liability under Clause 8.1, ULS' total liability to the Customer is limited to £100 (one hundred pounds).

9. GENERAL

9.1 Assignment and Sub-contracting ULS may assign, sub-contract or otherwise transfer its rights and obligations under this Agreement to another person, and will always notify the Customer in writing if this happens, but this will not affect the Customer's rights or obligations under this Agreement.

9.2 Modification: No variation or modification of the Agreement shall be valid unless in writing and signed by both parties.

9.3 No Waiver: The failure of either party to require the performance of any of the terms of the Agreement or the waiver by either party of any default under the Agreement will not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.

9.4 Severability: Should any provision of the Agreement be invalid or unenforceable for any reason, such decision will not affect the validity of any remaining provisions which will remain in force and effect. In any such event, any clause which is invalid or unenforceable will be deemed to be replaced by an equivalent provision of similar effect but with a higher financial cap or other change to such an extent as to render the clause, as changed, both valid and enforceable.

9.5 Status of the Parties: Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other and neither party shall have authority to act in the name or on behalf of or otherwise bind the other in any way.

9.6 Third Parties Nothing in these terms and conditions will be construed as conferring any rights on any person that is not a Party to the Agreement, whether under The Contracts (Rights of Third Parties) Act 1999 or otherwise.

9.7 Notices: Any notices should be in writing and should be made by hand, by recorded delivery, by email or by fax (for notices sent by fax and email a supporting physical copy must be sent on the same day by post) to such addresses and numbers as the parties may specify from time to time. Notices sent by hand, by fax or by recorded delivery post will be treated as having been received on the working day after the day upon which they were sent. Proof of fax transmission and of successful far-end receipt must be kept. Emails will be treated as having been received at the time of sending unless a mail undeliverable or similar message is received by the sender.

9.8 Entire Agreement: The Agreement constitutes the entire agreement and supersedes all previous verbal or written proposals and agreements between the parties. The Customer shall have no remedy, and ULS shall have no liability, in respect of any statement (whether written or oral) made to it upon which it relied in entering into the Agreement unless such statement was made by ULS knowing that it was untrue or it was a statement as to a fundamental matter under the Agreement

9.9 Governing Law: These terms and conditions, the Agreement, all matters regarding the interpretation or enforcement of it (including non-contractual disputes or claims), and any other matters or disputes arising in connection with it or its subject matter, shall be governed by English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts (where the Customer is a consumer) and the exclusive jurisdiction of the English courts (where the Customer is not a consumer).

9.10 Contacting ULS: The Customer can contact ULS by telephoning the customer service team at 01844 262 392, by e-mailing enquiries@utdgroup.com, or by using the address at the top of these terms and conditions.