Terms & Conditions
1.1 ULTX is a trading name of Edwards & Partners Ltd (company number 07963643).
1.2 The Customer means any person or party who instructs ULTX to carry out any design or development work of any description and/or provide any service whatsoever at any time either in relation thereto or separately if so agreed between the parties.
1.3 Unless agreed otherwise the Contract means ULTXs’ Quotation and Conditions of Quotation and/or the Customer’s instruction to proceed and/or ULTXs’ Project Agreement Form. Whatever may be implied or expressed from or in any representation, term or condition stated, or contained in any document created either before, the Customer’s instruction to proceed, or at any time thereafter save for ULTXs’ Quotation and Conditions of Quotation, or by the conduct of any party, it shall be a condition precedent to the existence of a Contract that ULTX shall issue its Project Agreement Form. In the event that ULTX agrees to conclude a Contract not in accordance with this clause, then until such time as the alternative Contract is properly concluded and executed, all works carried out by ULTX shall be strictly in accordance with these Conditions of Quotation.
1.4 The Contract Sum means the ULTXs’ Quotation and any adjustment thereto which may be agreed by ULTX as being the value of the work and services. Where ULTX provides a Schedule of Work then the Contract Sum shall be determined on the basis of the work and services as described therein including any adjustment which may be agreed by ULTX.
1.5 Work or services means the provision of off-the-shelf or bespoke software, services, advice, or designs. The work and services may by prior agreement also include any necessary training in the use of the product.
1.6 Product means the completed work and service provided by ULTX under the Contract.
2.1 Unless agreed otherwise ULTXs’ Quotation is based on the rates and prices ruling at the date of the Quotation and is open for acceptance for 21 days therefrom.
3.1 No variation in work or services shall vitiate the Contract. The execution of varied or additional work and/or services by ULTX shall not be an acceptance by ULTX that any of the rates and prices as may have previously been agreed, shall apply to the varied or additional works or services. In any event ULTX shall be entitled to receive fair rates and prices for any varied work, taking into account all the circumstances.
4.1 ULTX warrants that it will use all reasonable skill and care in the carrying out of the work and/or the provision of services under the Contract. However, by reason of the reliance by both parties on products and services provided by third parties, at no time shall any work carried out by ULTX be fit for any intended purpose notwithstanding that the purpose shall be known to ULTX.
4.2 Any stated and/or agreed period for the carrying out of the works in the completion of ULTX’s services and product is entirely dependent on the timely release of information by the Customer. Any delay in the provision of information shall entitle ULTX to an extension of time to any agreed completion date as is fair and reasonable in all the circumstances.
4.3 The Customer agrees not to use the product –
(a) fraudulently or in connection with a criminal offence;
(b) to send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
(c) to cause annoyance, inconvenience or needless anxiety;
(d) to send spam or to send or provide unsolicited advertising or promotional material
(e) in an unlawful manner or in contravention of any legislation, laws, licence or third party rights.
4.4 The Customer agrees that by using the supplied work, the Customer shall be wholly liable to users of the work exposed to the content posted or uploaded by the Customer. Under no circumstances shall ULTX be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the service.
4.5 The Customer agrees that ULTX may preserve content and may also disclose any content if required to do so by law or in the honest belief that such preservation or disclosure is reasonably necessary to: (a) comply with any applicable law; (b) enforce the conditions ; (c) respond to claims that any content contravenes the rights of third-parties; and/or (d) protect the rights, property, or personal safety or security of ULTX, the site, its users and the public. The Customer shall note that the technical processing and transmission of the service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.6 The Customer agrees that if it exceeds the agreed service level, then ULTX reserves the right to make an additional charge for this increase in the service level.
4.7 If and when ULTX as part of its product provides links to other world wide web sites, the Customer agrees that such links are for convenience only and do not constitute an endorsement or recommendation by ULTX of the nature, content or suitability of these other sites.
5.1 ULTX fully respects the Customer’s right to privacy and agrees not to release any information about the Customer or the user of any site to any third party for any use whatsoever.
6.1 Payment for any work or service will arise on completion unless defined in the quotation. All invoices are payable in full within 30 days of the invoice date.
7.1 The Customer agrees that it uses the service or site at its own risk and will indemnify ULTX against all claims, proceedings, demands, costs, charges, expenses, or any other thing, howsoever incurred resulting from the Customer’s use of the product provided by ULTX under the Contract.
7.2 ULTX shall indemnify the Customer against any and all costs, claims, actions, damages, penalties and other losses incurred or suffered by the Customer in connection with any claim that the Customer’s use or possession of the Product infringes any third party intellectual property rights provided that the Customer notifies ULTX in writing within 14 days of any such claim.
7.3 ULTX will use all reasonable skill and care in the selection of its suppliers of goods and services and when it is available shall pass on to the Customer any warranty offered by its suppliers of goods and services. In any event ULTX shall not be held liable for any interruption or breakdown in the operation of any product or service provided by ULTX under the Contract, where the component part causing the interruption or breakdown has been supplied or provided by the Customer or any third party.
7.4 The Customer is reminded of the strict legal requirements that exist in the use of such sites in order to protect society at large, including but not limited to; members of the public – either individually or collectively, industry and commerce, public service organisations, charitable organisations, government departments, state security, etc. Should it come to the attention of ULTX that the Customer in using the product provided by ULTX either directly or indirectly, or is contravening any applicable law, code of conduct, rule or regulation, directive, court order, of whatever kind; or is committing any offence – criminal or otherwise; or is attempting to pervert the course of justice, or corrupt public morals, then should the Customer not cease any such activity within seven days of ULTX written notice to do so, ULTX has the right to immediately suspend the use of the product by the Customer without any further notice.
- Propriety rights and licences
8.1 ULTX acknowledges that ownership of the Customer’s trademarks and any proprietary intellectual property rights in the contents of the site will remain with the Customer and ULTX will not acquire any rights in these other than as provided in these Conditions.
- Third Party Rights
9.1 For the avoidance of doubt nothing in these Conditions of Quotation and/or any resulting Contract, shall confer or purport to confer on any third party any benefit or gain, or the right to enforce any condition, term or remedy of any description, or any other thing as may be contained in the Conditions of Quotation and/or any resulting Contract.
10.1 Should it come to the notice of either party that the other is in breach of any of the express or implied terms in these Conditions, that party may upon the giving of a seven day written notice to the other, immediately suspend and/or terminate the Contract.
10.2. Where the Customer is (i) a registered company, the passing of any resolution or the making of any application to the Court for the winding up of the company, the making of any arrangement with creditors, the appointment of a receiver or manager on behalf of a creditor, or the occurrence of any circumstances which entitle any creditor to appoint a receiver or manager or the Court to make a winding up order, or (ii) an individual, the insolvency of whom or any partner in a partnership or firm (insolvency means the presentation of any bankruptcy petition under the Insolvency Acts or the making of any conveyance or assignment for the benefit of creditors), shall allow ULTX to determine the Contract at any time after it comes to the notice of ULTX.
11.1 The Customer shall not without the consent in writing from ULTX, assign or transfer the Contract or any part thereof.
12.1 The proper law of these Conditions of Quotation and any resulting Contract, or any dispute arising from the carrying out of the works, shall be English Law.
13.1 The Quotation, Contract Sum, rates and prices or any other amount stated from time to time, are exclusive of Value Added Tax.
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