In these terms and conditions the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.
Contract: the contract between UWP and the Client for the supply of Services in accordance with these Conditions.
Client: the person or firm who purchases Services from UWP.
Order: the Client’s order for Services as set out [in an email from a UWP account director (or equivalent level UWP employee) addressed to the Client].
Services: the services supplied by UWP to the Client as set out in the Specification.
Specification: the description or specification of the Services provided in writing by UWP to the Client.
UWP: [UWP Limited] registered in England and Wales with company number 07693937.
1.1 Once an agreement has been reached in principle, a UWP account director will send the Client an email recapping the specific work UWP are required to carry out, the fee and the timeframe agreed. All fees are exclusive of VAT unless otherwise stipulated.
1.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of UWP which is not set out in the Contract.
1.3 Any samples, drawings, descriptive matter or advertising issued by UWP, and any descriptions or illustrations contained in UWP’s website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
1.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.5 Any quotation given by UWP shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.1 Unless explicitly agreed in advance, UWP typically ask for payment in the form of direct debits. If a Client wishes to pay using a different method, extra charges may be incurred.
2.2 Late payments will result in delays and – while UWP will still endeavour to finish work by the final deadline – the client should assume the finish date may be delayed. If UWP’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) UWP shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays UWP’s performance of any of its obligations;
(b) UWP shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from UWP’s failure or delay to perform any of its obligations as set out in this clause 2; and
(c) the Client shall reimburse UWP on written demand for any costs or losses sustained or incurred by UWP arising directly or indirectly from the Client Default.
3. If the Client wishes to alter the Contract after work has commenced, UWP shall have no obligation to agree to any alterations but in the event that it does it reserves the right to adjust the cost and timeframe accordingly. UWP will make every effort to incorporate any minor changes to the Contract with minimal or no knock-on effect to the Client but the client should be aware that significant changes to the Contract are likely to affect either the cost, the final deadline or both. If work is deemed to fall outside the scope of any given project, UWP typically charge between £50 and £75 per hour depending on the technical nature of the work.
4. UWP will make every effort to reply to all enquiries within a maximum of 2 Business Days and the Client should adhere to the same timetable whenever possible. A repeated failure to respond to UWP queries within 2 Business Days may affect UWP’s ability to finish the project by the final deadline and UWP shall have no liability to the Client for any such delay.
5.1 The Client may only use the Services that UWP have provided upon full payment for those Services unless agreed otherwise in writing. If circumstances change and the client no longer requires the agreed work to be completed, UWP reserve the right to retain any payment they have already received. If a greater proportion of work has been carried out than payment received, UWP reserve the right to request full payment for the work completed up to the date of the termination. The provisions of clauses 9 and 10 shall apply to any purported early termination of the Contract.
5.2 For long-term Clients, the exact nature of the Services required may, in some circumstances, gradually change over time. This is especially likely in the case of SEO work, where any Services required are subject to a variety of external factors, eg several hundred algorithm changes every year. In these instances, if UWP deems it to be in the Client’s best interest, we reserve the right to make slight amendments to the exact nature of the Services performed and reallocate hours accordingly, providing the overall amount of work delivered is of equivalent value and fees remain within the agreed overall budget. If the Client would like any clarification or invoices updated to take into account any changes that have occurred they can ask at any stage.
6.1 UWP will keep the client abreast of developments regarding ongoing work such as Google AdWord campaigns, Bing Ads, content production and the use of social media. The client must inform the UWP account director as soon as possible if they are in any way dissatisfied with any content that UWP have released on their behalf in order that any changes can be made as soon as possible.
6.2 If UWP embark on any project that involves allocating a budget to a third party – for example Google or Bing for PPC campaigns – UWP will endeavour to spend the Client’s budget at precisely the rate the Client has requested. However, this can be affected by external factors such as the search habits of potential customers. With that in mind, the Client accepts ultimate responsibility for the rate the budget is allocated at any given time and must inform UWP immediately if they are not satisfied with the budgets they are spending or would like any alterations made.
7.1 The Client must inform UWP in advance if they are planning to make any fundamental changes to their website, for example changing destination URLs, as this can affect the SEO process.
7.2 For SEO projects, UWP will attempt to rank clients across all areas of the UK, regardless of the remoteness of the area / the area’s relevance to the client. However, due to Google algorithm changes there can be discrepancies between rankings across different areas of the country. Unless agreed otherwise in advance, UWP reserve the right to measure rankings based on either the UK-wide rankings or the local rankings.
7.3 For website build projects, UWP request the right to place their name discreetly on the client’s site after completion. If this is likely to provide an obstacle the client should approach UWP before work begins to discuss any issues.
7.4 For website build projects, UWP will endeavour to build sites that perfectly replicate any designs – whether they have been provided by UWP’s design team or created externally. However, websites are dynamic and translate differently from device to device. As a result it is likely that, when live, any final site may differ slightly from device to device or from the original design. Differences are likely to be minimal but if a client is in any doubt they should seek clarification from a UWP account manager in advance.
7.5 For content creation – blog posts, social media posts, press releases and equivalent – UWP will endeavour to ensure all content is accurate at the time of writing. We shall not be held responsible if, after the point of writing, the content then dates due to factors outside our control.
7.6 Unless agreed explicitly in advance, UWP reserve the right to outline examples of the work they have provided for any given Client in the form of case studies, blogs or equivalent on the UWP website, in the UWP brochure or in other promotional materials. In these instances, UWP reserve the right to name the Client and use images of the Client’s website and / or logo, giving a fair and accurate representation of any work carried out. If this is likely to provide an obstacle, the Client should approach UWP before entering into any agreement for Services.
8.1 Nothing in these Conditions shall limit or exclude UWP’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
(a) UWP shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) UWP’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the fees paid to UWP by the Client.
8.3 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within [14] days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause 9.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, UWP may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party [3] months’ written notice.
9.4 Without limiting its other rights or remedies, UWP shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and UWP if the Client becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(l), or UWP reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
10 On termination of the Contract for any reason:
(a) the Client shall immediately pay to UWP all of UWP’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, UWP shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect;
(d) UWP cannot control search engines and cannot provide any guarantee that any search engines will not change their policies, algorithms or functionality in such a way that will have a detrimental effect on the ranking of any Client’s website during or following the completion of any SEO Services. UWP will not be liable in these instances; and
(e) During the course of an SEO project, UWP may create assets designed to help a Client’s site rank higher on search engines. On termination of the contract, UWP reserve the right to withdraw the use of these assets so they no longer benefit the Client.
11. Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of UWP including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of UWP or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) UWP shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents UWP from providing any of the Services for more than [12] weeks, UWP shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
12. Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at [9.00 am] on the [second] Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 12 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
13. Waiver:
(a) In cases of conflict, this agreement shall take priority over any past, present or future terms and conditions or similar agreements unless a specific waiver highlighting this clause in these terms is signed at the time of agreement.
(b) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(c) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14. Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15. No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
17. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by UWP.
18. Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
If you have any queries, please email hello@uwpgroup or telephone 0207 100 4562 for information.
Company registration number 07693937, VAT number 135095421.
