Legal Information

USIC Terms & Conditions

Scope

1 These conditions shall govern any assignment for the supply of services by USIC to the client except to the extent that they conflict with any accompanying proposal or letter, where the letter or proposal will take precedence.

2 USIC cannot be held responsible for any damages the client's business may suffer as a result of server 'downtime', This includes the loss of data during service interruptions due to numerous possible points of failure across the entire internet structure.

Representations by Client

3 In fulfilling the assignment, USIC shall be entitled to rely on the following:

3.1 that the client's staff (and others over whom the client may have control) shall fully cooperate with USIC;

3.2 that information supplied by the client will be accurate and complete and delivered on time and

3.3 that the client has the authority to commission the assignment;

3.4 that the client shall indemnify USIC against any loss arising from any claim that USIC's activities in the course of the assignment infringe any third parties' intellectual property or other rights.

Quotations

4 Quotations are valid for three months from the date of the related quotation or proposal. USIC shall re-quote for services to be provided after that anniversary.

Payment Terms

5 Fees shall be invoiced monthly or as agreed between USIC and the client. Expenses and other charges shall be invoiced monthly as incurred. Payment of invoices shall be due on issue. Title shall not pass in any product or goods supplied to the client until payment for them has been made in full. In all cases the client agrees to supply 40% of the agreed budget in advance of work commencing.

Confidentiality

6 During the course of the assignment, USIC and the client may exchange information which is of a secret or confidential nature. Both parties shall use there best endeavours to keep such information secret and to that end shall not, without the specific prior written consent of the other, permit that information:

6.1 to be disclosed except to those who may need to have such information in connection with the assignment

6.2 to be copied

6.3 to be commercially exploited in any way, or

6.4 to pass outside the receiving parties control.

7 To protect the confidentiality of all USIC's clients access to USIC's studio and work areas shall not be given to any client or third parties except by arrangement with USIC.

8 Where the result of the assignment is a product (whether in the form of a complete product, a component or software), then once the product is launched, as determined by it being made available for sale or by it being publicised by the client USIC shall (with the permission of the client, which shall not unreasonably be withheld):

8.1 be at liberty to disclose its own role in the development of the product,

8.2 in the case of a web site, add a hyperlink to it's own site in the form of a discreet graphic or minimal text.

Quality of Service

9 USIC shall aim cost-effectively to provide services which reflect those technological and business practices which are best suited to the assignment and all forecasts and recommendations shall be made in good faith, however:

9.1 as USIC has no control over the implementation of its recommendations or advice, USIC cannot accept any liability for losses, whether consequential or otherwise, which may arise from such implementation; and

9.2 USIC undertakes not to knowingly infringe any third parties' patent or other intellectual property rights, but does not offer the client indemnification against possible IP infringement.

Intellectual Property Rights

10 Any intellectual property rights which may have been developed or created by USIC in the course of the assignment shall belong to USIC.

11 Any copyright material and design rights created in conjunction with the client during this assignment shall belong to USIC.

Termination and Law

12 USIC shall be entitled to terminate any development assignment immediately in the event of non-payment by the client of any sum when due to USIC or the liquidation, receivership or other insolvency of the client.

12.1 Any contract between USIC and the client and these terms and conditions shall be governed by and construed in accordance with English law.

Data Protection

13 USIC cannot be held responsible for any loss of data that may occur as a result of equipment (hardware or software) malfunction or failure, as this is deemed outside the control of USIC.