Terms and Conditions

These terms and conditions(“Agreement”) are between UENI Limited, a company registered in England with company number 9368082 and registered address 2 - 14 Shortlands, London W6 8 DJ(“UENI”, “we” or“ our”) and you and govern your use of the UENI Platform whether or not you are paying for Paid For Services.

In this Agreement, the defined terms listed below shall have the following meanings:

Affiliates – any entity that directly or indirectly controls, is controlled by, or is under common control with another entity

Company Website – means a website that promotes your services and may be licensed to you by UENI as part of the Paid For Services

Domain Name – any domain name that may be offered to you as part of the Paid For Services

Intellectual Property Rights – patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Leads – any third party who contacts you as a result of the Paid For Services by any channel which may include, without limitation, telephone calls, SMS, emails and booking requests on the Company Website, irrespective of whether such enquiries result in purchases

Minimum Term – the minimum length of time that you have agreed to purchase the Paid For Services as set out on the Order Summary

Additional Subscription Period(s) – the time period(s) for which you continue to subscribe for Paid For Services after your Minimum Term has expired, and which shall have the same duration as your Minimum Term

Order Summary – the Order Summary that was emailed to you when you purchased the Paid For Services and which explains the package you have subscribed for, the price, the Start Date and the Minimum Term

Other Digital Accounts – any third party accounts that may be managed by UENI as part of any Paid For Services, including (but not limited to) Google My Business, Facebook for Business, Bing, Google AdWords, Facebook advertising and Bing Ads

Paid For Services – includes any services which are provided to you by UENI including, without limitation, the provision of content on the Company Website, the Domain Name and any content created by UENI for Other Digital Accounts but excludes any Promotional Offers

Promotional Offers - any discounted offers that UENI may offer from time to time

Referral Credit – any credit that may be applied to your account for recommending third parties who purchase Paid For Services

Service Provider – a third party business that is promoting its services on the UENI Platform

Start Date – the date at which your Paid For Services start, which shall be the date specified on the Order Summary

UENI Platform – the technology platform owned by UENI and its licensors that provides all UENI managed websites and applications, including, if applicable, your Company Website, and enables the management of such websites

User Data – personal data (as defined in the General Data Protection Regulation 2018) that is collected on the UENI Platform from end users

Terms that apply just to users who subscribe to our Paid For Services

1. PAID FOR SERVICES

1.1 UENI agrees to provide you with access to any Paid For Services that you have purchased, as set out in the Order Summary, as long as you are continuing to pay and subject to the terms of this Agreement.

1.2 You agree to pay for the Paid For Services from the Start Date for the Minimum Term at the rate set out in the Order Summary.

1.3 At the end of the Minimum Term, the Paid For Services will automatically renew for Additional Subscription Periods until you provide notice to terminate in accordance with clause 1.4.

1.4 Once you have requested Paid For Services, you can cancel or downgrade at the end of the Minimum Term or any then current Additional Subscription Period by providing at least 7 days’ notice before such period is due to expire by email to help @ueni.com.

1.5 You are able to add additional Paid For Services or upgrade at any time.Please contact help @ueni.com for more information.

1.6 We may adjust the price of the Paid For Services at any time after the expiry of your Minimum Term on 1 month’ s written notice.

1.7 If you qualify for a Referral Credit, you will be notified of the details of your credit by email and this will be applied to your next Additional Subscription Period.If you cancel the Paid For Services before the Referral Credit has been applied then the Referral Credit shall automatically expire.

1.8 All payments are processed by third payment processors including Stripe and its global affiliates.We do not hold any credit or debit card details.You agree to provide our third party payment processors with valid credit or debit card details and authorise them to store your information in accordance with their privacy policies and bill you according to the payment terms set out in your Order Summary and thereafter at the start of each Additional Subscription Period.

If you fail to pay any monthly charges within 30 days of when they fall due or request to cancel your account before the expiry of your Minimum Term then the total amount payable for the full duration of the Minimum Term will become immediately payable and we may suspend the provision of any Paid For Services until such monies are received.Interest will be charged on overdue payments at an annual rate equal to 8 % over the Bank of England’ s prevailing base rate and you may also be charged any debt recovery fees and legal fees that we incur in collecting payment.

1.10 All prices quoted are exclusive of VAT.

1.11 UENI may alter the Paid For Services from time to time.If such changes materially reduce their functionality, UENI will notify you by email and you may provide notice within 30 days of the notification to cancel the Paid For Services with immediate effect, even if you are still within the Minimum Term.

1.12 The Start Date for the Paid For Services will be the date you place your order.If you have not provided UENI with all the required information to set up the Paid For Services within 7 days of the Start Date then some or all of the services may not be live from the Start Date, but you will still be liable to pay from this date.

1.13 Invoices are available on request by email help @ueni.com.

Terms that apply to all users

2. PROMOTIONAL OFFERS

2.1 If you have signed up to a Promotional Offer(as stated on your Order Summary) then this shall be subject to any payment terms and restrictions as stated on your Order Summary.UENI reserves the right to limit Promotional Offers to any businesses or categories of business at its discretion and to withdraw any Promotional Offers without notice.

2.2 At the end of the Promotional Offer period( if any) then you may agree to purchase Paid For Services which shall be subject to the terms stated in clause 1.

3. LICENCE

3.1 You grant UENI and our affiliates a non - exclusive, worldwide, transferable and sub - licensable right to use, copy, modify, distribute, publish, and process any content you upload to the UENI Platform and, if applicable, any other content relating to your business on the UENI Platform.

3.2 You can end this licence for specific content by deleting such content from the UENI Platform or more generally by terminating this Agreement.

3.3 If you are paying for Paid For Services, you also grant UENI a licence to manage your Other Digital Accounts for the purposes of promoting your business and to act as an agent on your behalf in binding you to the terms and conditions of your Other Digital Accounts.Such licence and agency relationship will continue after termination of this Agreement until you have assumed ownership of such accounts or they have been deleted by UENI pursuant to clause 10.6.You confirm that you will comply with the terms of use of all Other Digital Accounts that we set up on your behalf and manage for you as part of the Paid For Services.You acknowledge that, where we manage your Other Digital Accounts, the content published on such platforms is managed by third parties and maybe outside of the control of UENI.

3.4 If you are paying for Paid For Services, UENI may licence you a Company Website and / or a Domain Name.UENI is the registrant of the Domain Name.

3.5 UENI own all Intellectual Property Rights in the UENI Platform and the Paid For Services.Except as expressly stated, this agreement does not grant you any Intellectual Property Rights in respect of the UENI Platform and the Paid For Services.

4. WARRANTIES

4.1 You make the following warranties to UENI:

4.1 .1 you are at least 18 years of age and have the right to enter into this Agreement;

4.1 .2 you will not attempt to circumvent security, reverse engineer or interfere with the proper working of the UENI Platform or Other Digital Accounts;

4.1 .3 you will keep any password to access the UENI Platform secure and be responsible for any unauthorised access as a result of a third party obtaining your password;

4.1 .4 any content you upload to UENI and your use of any Domain Name shall not be defamatory, indecent or illegal or breach the Intellectual Property Rights of any third party and shall be accurate and up - to - date and in accordance with all applicable legal obligations;

4.1 .5 other than in relation to any Paid For Services that you have purchased, you will not use the UENI Platform for commercial purposes;

4.1 .6 you will not abuse the booking system of Service Providers available on the UENI Platform; and

4.1 .7 you will ensure that all User Data made available to you from your Company Website is stored and managed in accordance with all applicable data protection laws and our Privacy Policy .

4.1 .8 you will not sell or licence, or attempt to sell or licence, access to the UENI Platform or Paid For Services without our written consent.

5. INDEMNITY FROM CUSTOMER

5.1 You shall defend, indemnify and hold harmless UENI against any claims, actions, proceedings, losses, damages, expenses and costs(including, without limitation, court costs and reasonable legal fees) arising out of or in connection with your use of the UENI Platform, any Paid For Services including, without limitation, any Domain Name, or your breach of the warranties set out in clause 4 of this Agreement.

6. DISCLAIMER

6.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER UENI OR ITS AFFILIATES OR SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE UENI PLATFORM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON - INFRINGEMENT.UENI CANNOT BE RESPONSIBLE FOR THE QUALITY OF THE LEADS YOU RECEIVE THROUGH THE PAID SERVICES OR WHAT PROPORTION WILL CONVERT TO PAYING CUSTOMERS.

6.2 UENI cannot guarantee the continuous, uninterrupted or error - free operability of the UENI Platform or that it will be free from computer viruses or similar threats.There may be times when some or all features of the UENI Platform become unavailable(whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by UENI, in UENI’ s sole discretion, without notice.UENI will not be liable to you or any third party for any unavailability, modification, suspension of any elements of the UENI Platform or for any loss or damage as a result of computer viruses or similar threats.

6.3 By using the UENI Platform, you may encounter content or information that might be inaccurate, incomplete, misleading, illegal, offensive or otherwise harmful.UENI does not review content provided by other users and is not responsible for the content, however we reserve the right to remove or edit any content at any time without notice.

6.4 You are responsible for deciding if you want to access third party sites that link from the UENI Platform.Third party sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not.UENI is not responsible for third party sites and you should use them at your own risk.

6.5 UENI may require access to your Other Digital Accounts on your behalf in order to provide services.You acknowledge that you have separate agreements with the service providers managing your Other Digital Accounts and you are solely liable under such agreements.UENI does not accept any responsibility or liability for their platforms, features, terms or policies, or the accuracy of any content relating to your business that may be available on their sites.

7. CAP ON LIABILITY

7.1 Nothing in this agreement excludes UENI’ s liability to you for death or personal injury caused by UENI’ s negligence or for fraud or fraudulent misrepresentation.

7.2 Subject to clause 7.1, UENI shall not be liable to you, whether in contract, tort(including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, or for any loss of profit(including by way of example and without limitation, loss of profit a result of your advert not showing on a search engine), loss of revenue, contracts, data, goodwill or other similar losses, arising under or in connection with your use of the UENI Platform or any Paid For Services.

7.3 Subject to clause 7.1, UENI’ s total aggregate liability in contract, tort(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount paid by you for any Paid For Services during the 12 months immediately preceding the date on which the claim arose.

8. BOOKING SERVICES

8.1 If you use the UENI Platform to request a booking with a Service Provider then your contact details will be passed to the Service Provider in accordance with our Privacy Policy .

8.2 Any services you may agree with a Service Provider are directly between you and the Service Provider and you will make any payments to the Service Provider directly.UENI is not responsible or liable to you for such services.

8.3 You should check all details and any restrictions relating to a service before making a booking request and ensure that you notify the Service Provider of any conditions that might be relevant to the provision of the services.

8.4 All services and promotional offers listed on the UENI Platform are subject to the availability of the Service Provider.Price information listed may be inaccurate and you should confirm this directly with the Service Provider prior to booking any services.

8.5 You should contact the Service Provider directly if you have any complaints regarding the services provided to you.However, we want you to have a good experience from Service Providers listed on the UENI Platform and you can give us feedback on any services by emailing us at help @ueni.com or clicking here.

9. DATA PROTECTION

9.1 The management and use of all User Data is governed by our Privacy Policy .

9.2 Subject to clause 9.1, UENI shall own all User Data and may use it for any purpose set out in our Privacy Policy notwithstanding the termination of this Agreement for any reason. UENI gives you the right to use User Data collected via your Company Website to the extent needed for you to provide your services.

10. TERMINATION

10.1 Subject to clause 10.2 below, either party may terminate this Agreement on 7 days’ written notice to the other.We also reserve the right to rescind our contract with you within 48 hours of the purported Start Date if your business does not meet our criteria, as we may determine from time to time.

10.2 Clause 10.1 shall only apply where you have not purchased Paid For Services or where you have purchased Paid For Services but the Minimum Term or then current Additional Subscription Period will have cancelled within 7 days of serving notice to terminate.You can cancel Paid For Services as set out in clause 1.4

10.3 Either party may terminate this Agreement with immediate effect if :(i) the other party is in material breach of the Agreement; or(ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.

10.4 If the Paid For Services are cancelled by either party or this agreement is terminated then the rights and licences granted to you under this Agreement, including your licence to the Company Webpage and the Domain Name, will be terminated with immediate effect.

10.5 Prior to the termination of this Agreement, you may elect for the registration of the Domain Name to be transferred to you, subject to payment to UENI of a transfer fee to be agreed between the parties.

10.6 In the event that we are managing your Other Digital Accounts as part of any Paid For Services, on termination we may, at our discretion, either delete such accounts or transfer them to you.

10.7 The following sections will survive expiry or termination of this Agreement: 1.2, 1.3, 1.8, 3.3, 4, 5, 6, 7, 8, 10.6, 10.7 and 11.

11. MISCELLANEOUS

11.1 UENI may revise this Agreement from time to time.The most current version will always be posted on our website.Any material changes will be notified to you by email if you have a UENI account or subscribe to any Paid For Services.

11.2 This Agreement, including the Order Summary, supersedes any prior agreements between us and constitutes the entire Agreement related to this subject matter.If there is a conflict between this Agreement and the Order Summary, the Order Summary shall take priority.

11.3 Each party agrees to attempt to resolve any dispute under this Agreement by contacting the other party by clicking here or through the notice procedures in clause 11.7.

11.4 UENI will not be liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control( for example natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance).

11.5 The terms and conditions of this Agreement including the price of any Paid For Services, will be considered the confidential information of UENI, and you will not disclose this information to any third parties.

11.6 You may not assign or transfer this Agreement or any rights or obligations under this Agreement without UENI’ s written consent.UENI may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale.

11.7 Notices can be sent by email, post or hand delivery and are deemed given when received.UENI’ s address for notices is legal @ueni.com and Legal Department, UENI Limited, 2 - 14 Shortlands, London, W6 8DJ, UK.

11.8 Unenforceable provisions will be modified to reflect the parties ' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

11.9 If UENI fails to enforce, or delay in enforcing, any of UENI’ s rights under these terms, that does not result in a waiver of the rights concerned.

11.10 No terms are enforceable under the Contracts(Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

11.11 This Agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.

Last Updated 07 December 2018