Terms & Conditions

These terms & conditions constitute a valid and binding agreement between UFMedia Limited and you, the Client, for any services provided or work ordered. By asking us to participate in any form of work for you, or on your behalf, you are agreeing to these Terms and Conditions.

1. Definitions

As used herein and throughout this Agreement.
Agreement means the entire content of this Terms and Conditions document in conjunction with our main Terms and Conditions and Privacy Policy supplied to the Client, and our Proposal documents including Estimates, Quotations and/or Schedules.
The Client means UFMedia or individual who has agreed to the provision of services from UFMedia.
Services means any service provided by UFMedia to the Client under the terms of this Agreement.
Personal Data means any information relating to an identified or identifiable individual.
Client Data means the Personal Data of the Client and its Clients.
Regulator means the UK Information Commissioner (including any successor or replacement).
Data Controller is a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed.
Data Processor means any person (other than an employee of the data controller) who processes the data on behalf of the data controller.

2. Provision of Services

2.1
UFMedia will make every reasonable effort to ensure there is minimal disruption to the client’s services, however, UFMedia can make no guarantee of uptime or limitation of disruption to these services and may from time to time be required to carry out maintenance on the infrastructure or software that supports the Client’s hosted services.

2.2
UFMedia will endeavour to inform the client of any major disruption to services that are anticipated and where possible arrange this outside of office hours if viable.

2.3
UFMedia will use reasonable efforts to protect and backup data for clients on a regular basis, however, UFMedia does not guarantee the existence, accuracy, or regularity of its backup services and, therefore, you are solely responsible for making back-up files in connection with your use of the Services.

2.4
UFMedia are under no obligation to edit, review or modify the Client’s hosted content unless an agreement is made between both parties to do so.

2.5
UFMedia cannot be held responsible for any loss of service due to a virus or ‘hack’ and reserves the right to charge the Client for any time and costs required to resolve this for the Client.

2.6
The Client agrees to indemnify, save and hold harmless UFMedia from any and all damages, liabilities, costs, losses or expenses that may arise out of loss of service or Client data.

3. Acceptable Use Policy

3.1
The Client agrees to only use UFMedia’s hosted services for lawful purposes and never host pornography or abusive, indecent, offensive, defamatory or illegal material.

3.2
The Client agrees that if UFMedia provides FTP or server access, that the Client will always ask for permission from UFMedia before uploading any software, code or anything which could cause a security issue or impact other services on our servers.

3.3
Our hosted services are sold on an agreement that the Client only uses a reasonable amount of data and bandwidth, relating to the individual package provided. If this becomes excessive then UFMedia reserve the right to review the cost of this service with the Client and may require the contract to be amended or terminated prior to the end of the agreed term.

3.4
The Client agrees that they will not re-sell, sub-lease, reassign or transfer any part of the services without prior written agreement from UFMedia.

3.5
If the Client is using email services from UFMedia then they agree not to send Spam emails or mass emailing from their accounts and to always use a professional third party email marketing app.

4. Third Party Software & Licencing

4.1
UFMedia uses various third party service providers to help provide its clients with the best hosted services. We will always take reasonable measures to check they adhere to current Data Protection and GDPR legislation and have suitable physical, electronic and managerial procedures to safeguard and secure any data we share with them.
Some of the third party services we currently use include, but are not limited to:

•  UK Fast – Web hosting services.
•  Amazon Web Services – Backup storage.
•  Manage WP (WordPress) – Backup storage and management
•  Shake Creative Limited – External affiliated agency

4.2
License costs of all third party applications and software offered with our plans are subject to change without written intimation.

5. Late Payment, Suspension of Service and Termination

5.1
Contract may be terminated by either UFMedia or the Client with 30 days written notice, or at the end of an agreed, paid, contract period if no other agreement is in place.

5.2
Contract may be terminated by UFMedia at any time forthwith if the Client commits any material breach of the Agreement including (but not limited to) non-payment of any fees due or a breach of the acceptable use policy.

5.3
UFMedia may choose at its own discretion to suspend services prior to termination for a period of time. Services may be suspended by UFMedia 5 days after a notification of suspension has been issued by email and without prejudice to UFMedia ‘s rights of termination. UFMedia shall not be liable to the Client for any loss of income due to this suspension.

5.4
UFMedia reserves the right to charge interest on late payments at the rate of 5% above the Bank of England Base Rate in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002.

5.5
UFMedia shall not be required to release any domain name and may refuse to do so until the Agreement has been validly terminated and the Client has complied with all of its obligations including (but not limited to) the payment of all sums due to UFMedia. Domain names remain the property of UFMedia until all sums due have been received.

5.6
The Client agrees to ensure that UFMedia has up to date contact information for the Client so UFMedia can effectively carry out its services. If UFMedia cannot contact the Client with the details provided by the Client then it reserves the right to suspend or cancel services as described in this Agreement.

6. Support and/or Maintenance Contracts

6.1
Support and/or maintenance contracts will be delivered under the terms details in the quotation or project documentation agreed with the Client and will be based on an agreed number of hours per month that UFMedia can use to support and/or maintain the website or service.

6.2
UFMedia will inform The Client when additional work is required or requested that is not covered by the available hours of a Maintenance and/or Support contract and this will be quoted and charged separately.

6.3
The available time within the Support and/or Maintenance contract may be used at the discretion of UFMedia or at the request of the client as required and will not be based on a fixed monthly allocation. For example, UFMedia may need to spend 2 hours on maintaining a website in one monthly period and zero hours the next month depending on various factors.

6.4
UFMedia will take every reasonable measure to stay informed of current security or maintenance warnings or recommendations on open source systems or other applications and where required and viable will take action to carry out necessary maintenance immediately.

6.5
UFMedia will take every reasonable measure to be proactive in ensuring the security and performance of your website, application or programming; however, The Client agrees to indemnify, save and hold harmless UFMedia from any and all damages, liabilities, costs, losses or expenses arising out of any loss of service, loss of performance or ‘hack’ regardless of any maintenance contract in place.

6.6
Where The Client’s website is ‘hacked’ and the security of our servers or other websites is at risk, UFMedia will carry out all efforts required to restore security and where work is required outside of allocated support hours then this will be chargeable without prior notice. UFMedia also reserves the right to take a website, application or programming offline permanently without prior warning should the risk be too high to keep this active.

6.7
Available hours within a Support and Maintenance may not, without prior agreement, be used for any activities which fall outside the scope of the services within the contract.

6.8
Should either The Client, or UFMedia, wish to terminate the Support and Maintenance contract agreed between them, then a period of 30 days notification prior to termination is required. Any remaining days outside of the original agreed payment schedule for this contract will be invoiced separately by UFMedia, where the contract is paid on a monthly basis by The Client. Where the contract has been paid up front for a period longer than 30 days, then UFMedia is not obliged to reimburse for allocated time which hasn’t been used.

7. Data Protection

7.1
With respect to the Processing of Client Data under this Agreement, the parties agree that the Client shall be the Data Controller and UFMedia shall be the Data Processor.

7.2
UFMedia agrees to make due notification to any relevant Regulator and shall comply at all times with the Data Protection and GDPR laws.

7.3
UFMedia will comply with and only act on documented instruction from and on behalf of the Controller regarding the Processing of Personal Data. Such obligation also applies to the transfer of Personal Data to a third party.

7.4
UFMedia agrees to only process Personal Data for and on behalf of the Client for the purposes of performing the services for which it is contracted by the Client and in accordance with any other reasonable and lawful instructions issued by the Client in writing from time to time.

7.5
The Client shall be responsible for all Personal Data that it manages as a Controller and any requests from data subjects for amendment or removal of their data must be dealt with by the Client.

7.6
Where the Client requires assistance from UFMedia in order to respond to requests, queries and/or investigations in respect of the Personal Data or requires that UFMedia shall help the Client in safeguarding the Personal Data, UFMedia shall, so far as technically practicable given the nature of the services provided, provide the Client with such assistance as the Client shall reasonably request at the Client’s cost within any timescales specified by the Client. If no time scales are specified, UFMedia must so far as technically practicable given the nature of the services provided, respond to and comply with the Client’s request within a reasonable period of time or receiving the request for assistance.

7.7
UFMedia will endeavour to notify the Client if in its opinion it believes an instruction from the Client would result in a violation of GDPR legislation, however UFMedia shall not be in breach of this if it acts on the instructions of the Client in good faith.

7.8
UFMedia acknowledges and agrees that the Client retains all rights, title and interest in and to the Personal Data absolutely, including but not limited to any database rights and copyright.

7.9
UFMedia will, at the Client’s request in writing, deliver up to the Client all documents, material and/or other media which may be in UFMedia’s possession, power and/or control or any of its employees, consultants, agents and/or sub-contractors’ possession, power and/or control which comprises or contains any part of or information in relation to the Personal Data.

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