These terms and conditions govern the relationship between the person who agrees to them ("Introducer") and United Legal Services Limited ("ULS") whose registered office is Masters Court, Church Road, Thame, OX9 3FA (Company Number: 04594095).
IMPORTANT: The Introducer's attention is drawn to the provisions of Clause 2 (regarding the nature of the Introducer Services that the Introducer may perform and the requirement that the Introducer brings the ULS Terms to the Customer's attention), Clause 3 (regarding the requirement for the Introducer to inform the Customer that the Introducer receives a fee in return for performing the Introducer Services), Clause 4 (regarding the importance of the Introducer providing accurate information and to check that the Service Providers meet their Customer's needs) and Clause 9 (regarding liability).
1.1 These terms and conditions and the Privacy Policy (together the "Agreement") shall govern the relationship between ULS and the Introducer for the introduction of Customers to ULS and Service Providers. This Agreement does not include: (a) any other terms and conditions: (b) any oral or written quotation; (c) any purchase order, acceptance or acknowledgement of an order by the Introducer; (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 Introducer 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 and/or the Privacy Policy, the documents shall have priority in the following order: (i) these terms and conditions; and (ii) 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) "Introducer Services" has the meaning given in Clause 2.1.
(iii) "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;
(iv) "Customer" means the Introducer's client identified in a Quote who will be introduced to one or more of the Service Provider(s) referred to in it;
(v) "Fee" means the fee agreed between the parties or as varied as agreed by the parties in writing or through the functions made available to the Introducer on the ULS website(s);
(vi) "FCA" means the Financial Conduct Authority or any replacement body;
(vii) "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;
(viii) "Privacy Policy" means the policy which governs the use of personal information, available at: http://www.utdgroup.com/policies/privacy;
(ix) "Quote" means a written quotation issued by ULS to a Customer setting out the Services requested by the Introducer on behalf of 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;
(x) "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 following online processing (through the provision of a Quote) by ULS;
(xi) "Service Provider Fee" means any Fee ULS receives from a Service Provider under the relevant agreement between ULS and that Service Provider;
(xii) "Services" means the services required by a Customer as set out in a Quote;
(xiii) "ULS Terms" means the applicable terms and conditions of ULS which govern the issue of Quotes by ULS to Customers available at http://www.utdgroup.com/policies/onlineProcessing;
(xiv) "Unexpected Event" has the meaning given in Clause 2.3.
2.1 The Introducer may provide information to ULS on behalf of Customers, obtain Quotes for Customers from Service Providers, via ULS websites, and introduce Customers to Service Providers identified in Quotes provided by ULS ("Introducer Services"). Where the Introducer performs any Introducer Services the Introducer shall:
(i) bring the ULS Terms to the attention of each Customer prior to the issue of each Quote and ensure each Customer's agreement to them;
(ii) agree its own terms and conditions with each Customer with respect to its provision of services to that Customer and ensure that the same do not conflict in any way with this Agreement; and
(iii) comply with all applicable laws and regulations with regard to the Introducer Services.
2.2 Except as set out in the ULS Terms, ULS shall not be liable in any circumstances to any Customer introduced by the Introducer. The Introducer 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 Customer arising out of or in connection with any breach of Clause 2.1 by the Introducer or in relation to any Introducer Services.
2.3 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 Event. 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.
3.1 The Introducer warrants and represents that at all times during the term of this Agreement it shall:
(i) act towards ULS conscientiously and in good faith and not allow its interests to conflict with the duties owed to ULS under this Agreement and all applicable laws and regulations;
(ii) promote and extend the business and goodwill of ULS and perform the Introducer Services using all due skill, care and diligence;
(iii) comply with all reasonable instructions issued from time to time by ULS;
(iv) at the Introducer's own expense obtain and ensure the continued validity of any necessary licence, permit, consent, or authorisation required by the Introducer under any applicable law or regulations for the purpose of carrying out the Introducer's obligations under this Agreement or to any Customer;
(v) comply with the requirements of all legal and regulatory requirements, rules and regulations and applicable codes of conduct or practice (a) in carrying out its obligations under this Agreement and (b) relating to ULS' business so far as they affect the Introducer;
3.2 Upon request from ULS (whether via a ULS website or otherwise), the Introducer must provide ULS with the Introducer's FCA registration number or such other evidence of appropriate regulatory authorisation as ULS reasonably requires. The Introducer must immediately inform ULS if the Introducer at any time ceases to be authorised by the FCA and hold a valid FCA registration number or ceases to hold any other relevant regulatory authorisation, licence or permission of any kind.
3.3 The Introducer shall at all times during the term of this Agreement disclose to each Customer and potential Customer the amount of any Fee paid by ULS or any Service Provider to the Introducer under this Agreement in respect of any Services purchased from a Service Provider or otherwise.
3.4 The Introducer shall have no authority and shall not hold itself out or permit any person to hold itself out as being authorised to bind ULS or a Service Provider in any way and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of ULS. Without prejudice to the generality of the foregoing the Introducer shall disclose to each prospective Customer that it has no authority or ability to negotiate or vary the terms on which Quotes are offered or the terms of any Services offered by the Service Providers or enter into any contract on behalf of ULS.
3.5 The Introducer undertakes that it shall not during the continuance of this Agreement:
(i) make any statements to the press or media or publish any announcement or advertisement relating to ULS' business (including the Introducer's relationship with ULS) without the prior written approval of ULS or make any disparaging, derogatory or defamatory statements about ULS and/or any Service Provider;
(ii) do anything which may cause damage to the reputation of or, in the reasonable opinion of ULS, bring ULS into disrepute;
(iii) use ULS' name, logo, or trademarks without the prior written consent of ULS; and/or
(iv) make or give any representations, warranties, or other promises concerning any Quote or any Services offered by any Service Provider which are not contained in ULS' or the relevant Service Providers' marketing material.
4.1 The Introducer acknowledges that a Quote provided by ULS is not an offer capable of acceptance by a Customer.
4.2 The Introducer must ensure all information it provides to ULS for itself or on behalf of a Customer is complete, accurate, and up to date. ULS' provision of accurate Quotes, introduction of Service Providers, and performance of its obligations under this Agreement is dependent on the same. The Introducer acknowledges that if it provides information which is incomplete, inaccurate, or out of date on behalf of a Customer:
(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.
5.1 The Introducer acknowledges and agrees for itself and on behalf of Customers 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 introduction of the Customer to Service Providers via ULS websites and not the Services performed by Service Providers;
(iii) a Quote is an introduction made to the Customer 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. A Quote is not an introduction and is not issued to the Introducer;
(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 Introducer is responsible for assessing the suitability of any Service Provider to meet the Customer's requirements and the acceptability of a Service Provider's terms and conditions for the performance of Services or ensuring the Customer does the same;
(vi) the Introducer 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.
6.1 The Introducer shall be entitled to the Fee if a Customer introduced by the Introducer purchases Services from a Service Provider provided always that: (a) the Introducer has not breached the terms of this Agreement (in particular the Introducer has not breached Clause 2.1); (b) at the time that Customer purchases Services from that Service Provider this Agreement has not expired or been terminated; and (c) the relevant Service Provider completes the relevant Services and ULS receives any Service Provider Fee due to it in respect of such Service. The Fee will only be payable by ULS to the Introducer where the conditions in sub-clauses (a), (b) and (c) in this Clause 6.1 are satisfied ("Payable Fee").
6.2 Unless otherwise agreed by the parties in writing, upon completion of the Services provided by the relevant Service Provider and following receipt of any Service Provider Fee by ULS in accordance with an agreement between ULS and a Service Provider, ULS shall:
(i) notify the Introducer whether the Introducer is entitled to any Payable Fee and the amount thereof. The notice shall be treated as accurate for all purposes unless it contains a material error; and
(ii) pay the Introducer the Payable Fee within 30 days of the end of the calendar month in which the Services provided by the relevant Service Provider are completed or ULS receives the Service Provider Fee in accordance with the agreement between ULS and the Service Provider, whichever occurs last.
6.3 All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question.
6.4 Where payments are made by ULS directly to the Introducer those payments will be made against a self-billing invoice. The Introducer will accept the self-billed invoices raised by ULS and the Introducer will not raise any separate VAT invoices for the services covered by those self-billed invoices under this Agreement.
6.5 The Introducer will notify ULS if their bank account details or VAT registration status changes in any way by updating them in the ULS systems to which the Introducer has access or by verifying that those details have not changed.
6.6 Where an Introducer is eligible to take part in a promotion or scheme where ULS reward the Introducer based on the number of instructions put through ULS systems the Introducer acknowledges where any reward attracts a tax such tax is the sole responsibility of the Introducer as with any Payable Fee.
7.1 Subject to Clause 7.2 and any restrictions specified in the relevant Quote, ULS grants the Introducer a non-exclusive right for the duration of this Agreement to use the Intellectual Property Rights in material provided to the Introducer by ULS in relation to the introduction of Service Providers solely for the sale, distribution and/or making available of the same to Customers, provided that such sale, distribution or making available is subject to an obligation on Customers to use the same only for their own personal, non-commercial purposes and not to sell, distribute or make available the same in any format to any other person.
7.2 The Introducer acknowledges that, in respect of any Intellectual Property Rights in any material licensed to ULS by third parties and provided to the Introducer by ULS (including where the Introducer may make the same available to Customers) in relation to the introduction of Service Providers, the Introducer's and 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 Introducer and the Customer.
7.3 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.
7.4 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.
7.5 The obligations of confidence contained in this Clause 7 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.
7.6 The Privacy Policy explains how ULS will use the Introducer's and the Customer's personal information.
7.7 Definitions - "Data Controller" (or "Controller"), "Data Processor" (or "Processor"), "Data Subject", "Personal Data", "Personal Data Breach" all have the meaning given to those terms in GDPR (and related terms such as "process" have corresponding meanings).
"Data Protection Laws" means any applicable laws and regulations relating to the processing, privacy, and use of Personal Data, as applicable to this Agreement including: the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any laws or regulations implementing Council Directives 95/46/EC or 2002/58/EC; the Data Protection Act 2018 as amended; the GDPR and/or any corresponding or equivalent national laws or regulations; and any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority;
"GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of the 27 April 2016 on the protection of natural persons with regards to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018, as may be amended from time to time;
"Supervisory Authority"means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws
7.8 The parties recognise that they shall each be processing personal data in connection with the performance of their obligations and/or exercise of their rights under this Agreement and that the factual arrangement between them shall dictate the role of each party (as to data controller or data processor) in respect of the Data Protection Laws. Notwithstanding the foregoing, the parties agree and acknowledge that where either party processes Personal Data pursuant to or in relation to this Agreement, that party will be carrying out the processing for its own purposes, and as such will be a data controller under the Data Protection Laws.
7.9 Each party shall at all times comply with its respective obligations under all applicable Data Protection Laws to the extent such Data Protection Laws applies to it in connection with the performance of its obligations or exercise of its rights under this Agreement.
7.10 Notwithstanding clause 3.1. each Party shall ensure all Personal Data are accurate prior to any sharing with the other Party for the purposes of the Services provided under this Agreement, and taking reasonable steps to ensure such Personal Data remains accurate on an ongoing basis, notifying the other Party within a reasonable time in the event it receives updates or corrections to any of such Personal Data, where it is reasonable to do so.
7.11 Each Party shall provide reasonable assistance, information and co-operation as regards data protection matters where requested by the other Party in respect of Personal Data shared or held in common between them pursuant to this Agreement, including:
(a) in respect of any matter which in the reasonable opinion of the other Party is required for ensuring that Party’s continued compliance with the Data Protection Laws;
(b) in respect of any claim and/or exercise or purported exercise of rights by a Data Subject under the Data Protection Laws or any investigation or enforcement activity by any lawful data protection supervisory authority, which relates to or is connected with the other Party’s Processing of Personal Data pursuant to this Agreement;
(c) in respect of any Personal Data Breach, promptly providing such information as the other Party requires under Data Protection Laws to report such Personal Data Breach to the Supervisory Authority;
(d) if it is contacted or approached in relation to any claim and/or exercise or purported exercise of rights by a Data Subject under the Data Protection Laws;
(e) in the event of any investigation or enforcement activity by the Information Commissioner or any other Supervisory Authority; or
(f) in the event of any Personal Data Breach.
7.12 Neither Party shall do or permit anything to be done through act or omission that would cause the other Party to incur any liability under Data Protection Laws.
7.13 Without prejudice to any other indemnity contained in this Agreement, the Client shall indemnify and keep ULS indemnified from and against all Data Protection Losses (including but not limited to, regulatory fines and penalties) suffered or incurred by, awarded against or agreed to be paid by ULS, arising from or in connection with any breach by the Client (or any agent, employee or sub-contractor of the Client carrying out Processing under this Agreement) of this Schedule or of Data Protection Laws.
8.1 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.
8.2 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;
(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.
8.3 ULS may terminate this Agreement at any time immediately upon written notice to the Introducer if at any time the Introducer breaches Clause 3.2 or ceases to be authorised by the FCA and hold a valid FCA registration number or ceases to hold any other relevant regulatory authorisation, licence or permission of any kind.
9.1 ULS accepts liability to all Introducers for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) fraudulent misrepresentation and there shall be no limitation on ULS' liability in respect of the same. ULS’ liability for all other losses suffered by the Introducer shall be as set out in the remainder of this Clause 9.
9.2 Subject to Clauses 9.1, 9.3, 9.4 and 9.5 if ULS fails to comply with this Agreement, it is responsible for loss or damage the Introducer 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 Introducer and ULS at the time of this Agreement.
9.3 ULS will have no liability to the Introducer 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.
9.4 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 Introducer will have a direct contractual relationship with the Customer and the Customer will have a direct contractual relationship with any Service Provider providing a Service to the Customer and, ULS will have no liability for any act or omission of the Introducer to its Customer or any act or omission of the Service Provider, including without limitation, relating to any failures or negligence or defect in the Services and related materials they provide.
9.5 Except for its liability under Clause 9.1, ULS' total aggregate liability in any 12 (twelve) month period to the Introducer is limited to the amount of Fees actually paid to the Introducer in that 12 (twelve) month period under this Agreement, or £5,000, whichever is the lower.
10.1 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 Introducer in writing if this happens, but this will not affect the Introducer's rights or obligations under this Agreement. The Introducer shall not assign, sub-contract or otherwise transfer its rights and obligations under this Agreement to another person, without ULS' prior written consent.
10.2 Modification: No variation or modification of the Agreement shall be valid unless in writing and signed by both parties.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 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.
10.8 Entire Agreement: The Agreement constitutes the entire agreement and supersedes all previous verbal or written proposals and agreements between the parties. The Introducer 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.
10.9 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 exclusive jurisdiction of the English courts.