Ultra Allied Business Services  Ltd T/A as Ultra Healthcare Solution, a company registered in England and Wales with company registration number 11074603, having its registered office at 6 Skelmersdale Walk, Crawley RH11 6EP (“the Supplier”) is the provider of a variety of services, including digital and print information, (“the Services”) both by way of subscription or as one-off purchases (“the Goods”).

The Customer (as more fully identified on any documentation including the Invoice or agreement and or emails) (“the Customer”) wishes to purchase the Goods and/or the Services that the Supplier is willing to supply strictly subject to the Terms and Conditions set forth below.

Herein and after each referred to as a “Party” and collectively as “Parties”.

1 Subscriptions Goods and/or Services

1.1 The subscription period (The Initial Period) begins on the Date shown in the Receipt which will be sent to the customer upon receipt of payment (The Commencement Date) and shall last for the period shown in the Receipt with no provision for early termination.

1.2 The contract shall continue automatically after the Initial Period for the same period (the Renewal Period) unless terminated by the Customer giving a minimum of three months’ written notice to expire at the end of the Initial Period or any subsequent Renewal Period.

1.3 The Supplier shall have the right to terminate this Agreement, at any time, by providing the Customer with 30 (thirty) days prior written notice of its intention to do so. 

2 Subscription Goods and/or Services Payment

2.1 The price payable shall be the total price specified in the Invoice as at the Commencement Date, less any discounts agreed in advance by the Supplier. All amounts stated are exclusive of VAT (Value Added Tax) at the rate in force at the date any payment is required from the Customer. The cost of packaging, postage and delivery shall be charged in addition.

2.2 Ultra Allied Business Services Ltd T/A Ultra Healthcare Solutions shall be entitled, at the end of the Initial Period and any subsequent Renewal Period, to increase the fees under this agreement by up to 7% for the following contract period.

2.3 The Customer shall pay the subscription price identified on any invoice within 30 (thirty) days of the invoice date.

2.4 Where payment is not made in accordance with this clause 2 and provided that the invoice (or part thereof) is not subject of a genuine dispute between the Parties, the Supplier shall be entitled to charge interest accruing daily on the outstanding amount at the rate of 4% per annum above the National Bank of England base rate for the time being in force, from the due date until the outstanding amount is paid in full. The Supplier reserves the right not to make any delivery until payment is received.

2.5 The Supplier may accept payment made in instalments from the Customer, provided that such payment mechanism has been agreed between the Parties in writing in advance of the Commencement Date and that a Deferred Payment Plan has been signed been signed by the Customer and received by the supplier either via post or email  . For the avoidance of doubt, such acceptance by the Supplier shall remain in its sole discretion and shall not be binding on the Supplier for any subsequent anniversary of the Commencement Date with the exception of the period for which the acceptance relates to.

3 One off Purchases of Goods

3.1 The Supplier shall deliver the Goods to the Customer to the physical address or email address where applicable set out in the email correspondence or such other address as may be agreed in writing between the Parties.

3.2 Title in the Goods shall not pass to the Customer until the Supplier has received full payment in respect of the Goods, whether or not delivery has been made.

3.3 The Customer shall pay the price identified on any invoice within 14 (fourteen) days of the invoice date. All amounts stated are exclusive of VAT (Value Added Tax) at the rate in force at the date any payment is required from the Customer. The cost of packaging, postage and delivery, if applicable, shall be charged in addition and shall be itemised separately on any invoice.

3.4 Where payment is not made in accordance with this clause 3 and provided that the invoice (or part thereof) is not subject of a genuine dispute between the Parties, the Supplier shall be entitled to charge interest on the outstanding amount at the rate of 8% per annum above the National Bank of England base rate for the time being in force, from the due date until the outstanding amount is paid in full.

3.5 All terms, conditions or warranties implied by statutory or common law are excluded from the Agreement to the fullest extent permitted by law.

4. Digital Content Grant of Licence

4.1 The Customer is granted a personal, non-exclusive, non-transferable and time limited licence to access and use the Digital Content for the Customer’s core, primary, established and usual business activities.

4.2 The licence is granted strictly subject to the terms and conditions set out in Schedule 1 (as may be amended by the Supplier from time to time in its sole discretion) and otherwise subject to the terms and conditions of this Agreement will terminate automatically on the termination of this Agreement for any reason.

4.3 Access to the Digital Content shall be permitted strictly for the number of Authorised Users as set out in the Order Form, or as otherwise notified to the Customer by the Supplier. Unless otherwise stated, usage levels refer to the totality of different users who are required to access the service in the Customer organisation.

4.4 Selected information packages include Digital Content versions of all/part of the service as an integral part of the overall service. The Customer will be provided with Digital Content containing the work and software and/or online access instructions as required enabling access and use through a computer or other electronic device as may be specified in the Order Form.  Digital Content provided through any other digital delivery mechanism is supplied subject to the licence terms and/or in accordance with the provisions of this Agreement.

4.5 The Customer agrees to accept these terms prior to accessing and using Digital Content.  Any such access and use of the Digital Content shall be treated as the Customer’s acceptance of the terms and conditions in this Agreement.

4.6 The Customer understands that for some Digital Content there are minimum system requirements which the Customer must meet prior to it being able to access or use the Digital Content in question and that the Customer will be responsible for ensuring that its systems are able to meet such requirements before purchasing the Goods and/or the Services.

4.7 The Customer shall issue passwords and other access information only to its Authorised Users and shall ensure that Authorised Users do not divulge their passwords or other access information to any third party.

4.8 The Customer shall ensure that in the event that an Authorised User leaves its employ their password and other access information is immediately revoked.

4.9 The Customer shall remain at all times in control of its access information and it shall remain responsible for any unauthorised access or other irregularity in respect of its account including those of its users whether currently or previously Authorised Users.

4.10 The Customer shall keep full and up-to-date records of all of its Authorised Users and shall provide the Supplier with details of these upon request. The Customer shall safeguard the IPR, Confidential Information and any other proprietary rights of Supplier or the Supplier’s licensors.

5. Services

5.1 In consideration of the Services to be provided by the Supplier to the Customer, the Customer shall pay the subscription service fee as set out on the invoice, to the Supplier in accordance with the terms and conditions of this Order Form or Agreement.

5.2 The Supplier expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given date or any other date. For the avoidance of doubt time shall not be of the essence in this Agreement.

5.3 The Supplier reserves the right at any time to alter, amend, change, modify or withdraw the format, the features and/or benefits that comprise the Services and/or the Goods. The Customer’s continued use of the Services and/or the Goods after any notification of such change shall be deemed to constitute acceptance of any such change or modification.

5.4 Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s liability under or in connection with the Services under this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the annual subscription service fee paid to the Supplier under this Agreement.

5.5 The Supplier shall not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise, under or in connection with this Agreement for any : (i) loss of contracts, loss of profits, loss or reduction to goodwill, loss of opportunity, loss of revenue and/or anticipated savings, loss of business opportunity, destruction of data, punitive damages or losses suffered by any third parties irrespective of whether or not such loss is direct, indirect, special or consequential; (ii) indirect, consequential or special loss whether or not the Supplier was aware of circumstances giving rise to any such loss.

5.6 The Customer shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier’s and/or its employees, consultants, or other representatives and third parties, infringement of third party intellectual property rights or third party losses by reason or arising out of the Customer or its Authorised Users access and use of Digital Content outside of that expressly permitted by this Agreement, or any information or other materials supplied to the Supplier by the Customer within or outside the scope of this Agreement. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

5.7 Each of the Parties acknowledges that in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

5.85.3 Nothing in this Agreement excludes liability for fraud or fraudulent misrepresentation.

6 Intellectual Property Rights

6.1 The Customer acknowledges that all IPR in the Goods and/or the Services are vested into and shall remain vested in the Supplier or its licensors at all times. The Customer warrants that it shall not engage in any unauthorized use, copying, renting or distribution or other act restricted by copyright in respect of any Goods and/or Services, or part thereof, in which copyright subsists under this Agreement.

6.2 The Customer warrants that it and all of its Authorised Users shall observe the obligations under this Agreement and ensure that its actions do not infringe the IPR of the Supplier (and any relevant third parties) in the Digital Content or otherwise breach the license granted to it under this Agreement.

6.3 The Customer and its Authorised Users shall ensure that any infringement or suspected infringement of the Supplier’s IPR by third parties shall be notified to the Supplier immediately. The Customer warrants that it and its Authorised Users shall maintain observance of this Agreement and that any unauthorised use of the Digital Content and/or failure to comply with the terms and conditions specified in this Agreement by it or any of its Authorised Users shall be notified to the Supplier immediately and that the Customer shall ensure that such activity ceases immediately and any recurrence prevented.

6.4 The Customer shall not make any admission as to liability or compromise or agree to any settlement of any claim or alleged claim against the Supplier in relation to IPR infringement without the prior written consent of the Supplier.

7. Technical Assistance and Support

7.1 Although the Supplier will use its reasonable endeavours to provide the technical advice and support necessary to access the Digital Content provided by the Supplier no warranty or representation is made regarding the availability of the Assistance.

7.2 Helpline call usage will be based on fair usage in accordance with the terms of Clause 10 of Schedule 2 hereof.

7.3 The information provided by Ultra Allied Business Services T/A Ultra Healthcare Solutions  Limited in relation to the Corona virus Job Retention Scheme does not amount to ‘advice’ and Ultra Allied Business Services T/A Ultra Healthcare Solutions  Limited does not accept any liability or responsibility for the submission or accuracy of information provided to HMRC. All claims submitted to HMRC remain the sole responsibility of the employer. The Furlough Navigator is a tool to assist employers with their submission of information to HMRC in respect of any furloughed workers. The Furlough Navigator tool is based on guidance published by the Government on its website (www.gov.uk) which is regularly being updated.

8 Confidentiality

8.1 Any of the Parties hereto (individually a Recipient Party) shall keep the Confidential Information of the other (The Disclosing Party) confidential and secret, whether disclosed to directly or indirectly received by them. The Recipient shall only use the Confidential Information of the Disclosing Party for the purpose of performing the Recipient’s obligations under this Agreement. The Recipient shall inform its officers, employees and agents of the Recipient’s obligations under the provisions of this clause 10, and ensure that the Recipient’s officers, employees and agents meet the obligations.

8.2 The obligations of clause 8.1 shall not apply to any information which: i) was known or was in the possession of the Recipient before it was provided to the Recipient by the Disclosing Party; ii) is, or becomes, publicly available through no fault of the Recipient; iii) is provided to the Recipient without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure; iv) was independently developed by the Recipient (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Disclosing Party; or v) is required to be disclosed by law, a court order of competent jurisdiction or any governmental or regulatory authority.

8.3 Neither Party shall disclose to any third-party Confidential Information belonging to the other Party without prior written consent of the other Party (save that disclosure shall be permitted within the Supplier’s group of companies or to its professional advisers, agents and sub-contractors on a need to know basis).

8.4 This Clause 8 shall survive the termination of this Agreement for a period of 5 (five) years.

9. Data Protection

9.1 Each party acknowledges that the Customer operates as a Data Controller and the Supplier as the Data Processor in respect of the Personal Data of the Authorised Users.

9.2 The Supplier takes the privacy and the security of the information provided by the Customer very seriously. All information given to the Supplier is stored securely and is not accessible to other users. The Supplier does not sell, transmit or license any such personal information to any third party. The Supplier will use the information that it collects lawfully for the purposes of fulfilling the Online Services in accordance with the GDPR.

9.3 In the event that the Supplier assigns, transfers or subcontracts its obligations under this Agreement, the Customer’s Personal Data may be passed on to a third party in order to continue provision of the Online Services.

9.4 Any Personal Data about the Customer collected by the Supplier may also be used for the following purposes: (a) to provide access to and for the use of the Online Services; and (b) to provide Customer support and invoicing.

9.5 Please refer to the Supplier’s privacy policy for further information on how it processes Personal Data.

10 General

10.1 Entire Agreement — This Agreement contains the whole agreement between the Parties in respect of the subject matter thereof and supersedes and replaces any prior written or oral agreements, representations or undertakings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

10.4 Force Majeure – Neither Party shall have any liability under this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If any such circumstances continue for a continuous period of more than 3 (three) months, either Party may terminate this Agreement by written notice to the other Party.

10.5 Assignment – Subject to the foregoing, the Customer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all or its rights and obligations under this Agreement without the prior written consent of the Supplier. The Customer may however assign and transfer all of its business provided that the assignee undertakes in writing to the Supplier to be bound by the obligations of the assignor under this Agreement. The Supplier shall be permitted to sub-contract the provision of the Services or any part thereof without the prior written consent of the Customer.

10.6 Notices – Written notices for the Supplier shall be sent to: Client Experience Manager, 6 Skelmersdale Walk Crawley, RH11 6EP

10.7 Governing law and jurisdiction — This Agreement shall be governed and construed in accordance with the laws of England and Wales. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 – LICENCE CONDITIONS AND RESTRICTIONS ON USE FOR THE DIGITAL CONTENT

1. The Customer shall immediately inform the Supplier of any unauthorised access to the Digital Content of which the Customer becomes aware.
2. The Customer’s use of the Digital Content carries no rights to IPR therein. For the avoidance of doubt all IPR in the Digital Content belongs to the Supplier and/or other specified copyright owners.
3. No commercial exploitation of the Digital Content is permitted by the Supplier beyond that stated in this Agreement and the Customer warrants that it shall not engage in any commercial exploitation of the Digital Content, unless expressly permitted by the Supplier in writing.
4. The Digital Content is provided on an ‘as is’, ‘as available’ basis and the Customer understands that the Digital Content does not purport to be a substitute for professional advice in specific circumstances or at all.
5. The Customer shall not remove or alter any copyright notices or any trademarks or other identifying marks of the Supplier (or those of any third parties having IPR in the Digital Content). The Customer shall not remove or alter any disclaimer or other notice as it appears on any part of the Digital Content. The Customer shall not introduce any virus or other harmful code, programme or file.
6. The downloading, storage and/or emailing of any content from/under the Digital Content portfolio is permitted by the Supplier strictly subject to the limitations imposed and/or notified (including by electronic means) from time to time by the Supplier.
7. The Customer may take copies of and store the Digital Content but only to the reasonable level required for the purposes of its own business and subject to any limit on the number and extent of copying as may be imposed by the Supplier from time to time.
8. The Customer may not use the Digital Content in any way that infringes the copyrights or proprietary interests therein.

SCHEDULE 2 – CONDITIONS AND RESTRICTIONS ON USE FOR THE USE OF THE DATABASE

1. The Customer shall be entitled to access the database where the Customer is permitted to do so after having paid for its access as specified on their invoice.
2. The Customer shall be provided with the username and password in order to access the database.
3. Th database is an online directory of companies in UK providing health and social care as well as private individuals requiring social support and care.
4. The Supplier endeavours to update the database from time to time with new organisations as and when they are known to the Supplier, in equal measure the Supplier will remove the redundant entries of private individuals who no longer require social support and care
5. The Supplier makes no guarantees to the Customer who accesses the database for its accuracy neither does the Supplier make any guarantees to the end-result of any chosen usage of the aforementioned data.
6. The Customer understands that the contents of the database provided in connection with the access to the database is given in good faith and is sourced from public sources for which the Supplier has no control. The Supplier, its sub-contractors and/or its appointed representatives cannot be held liable for any loss suffered howsoever arising if inaccurate, incomplete or unclear information contained in the database. The Customer agrees to indemnify the Supplier of any failure(s) or omission(s) to have included data that may have altered the outcome of intended use of the database and that it will not cause the Supplier, its sub-contractors and/or its representatives to incur any liability whatsoever, howsoever arising.
7. The database may only be used by the Customer to obtain information pertaining the organisations offering social care within a given county. The Customer agrees not to commercially exploit or resell the contents of the database nor make unreasonable or excessive use of the same The Supplier reserve its right to refuse the Customer access to the database if it is found that access to the database is being abused, i.e. giving unauthorised access to the database to a third party who has no contract with the Supplier for the access to the database or improper or illegal use of the data contained in the database.. In such circumstances the Customer will not be entitled to a refund.
8. The Supplier reserves its right to limit access to the database and to prioritise the access to other clients of the Supplier and to increase the Customer’s subscription fees for continued access to the database at any time during the Agreement.

Revised 21.10.2020