Introduction

Welcome to Universal Group (“Universal Group”, “Universal”, “we”, “our” or “us”), a group of specialist companies providing professional digital marketing, website development, website hosting, branding, advertising and related business services to commercial clients.

These Terms and Conditions govern the supply of all products and Services provided by Universal Group and form the contractual basis upon which Universal Group agrees to supply Services to its Clients.

These Terms and Conditions are intended to establish a clear, transparent and legally binding contractual relationship between Universal Group and the Client and are designed to protect the legitimate commercial interests of both parties.

For ease of reference, headings, titles and section descriptions are included for convenience only and shall not affect the interpretation of these Terms and Conditions. 

These Terms and Conditions are divided into the following Parts:

Contents

Part 1 – General Commercial Terms and Conditions

1. Definitions and Interpretation

2. Application of these Terms

3. Formation of Contract and Acceptance

4. Authority to Contract

5. Personal Guarantee and Joint & Several Liability

6. Future Amendments to these Terms and Conditions

7. Assignment, Novation and Contracting Entity

8. Group Set-Off

9. Cross Default

10. Electronic Communications, Instructions and Evidence

11. Business-to-Business Contracts

12. Scope of Services

13. Client Obligations and Cooperation

14. Fees and Payment and 14A. Value Added Tax (VAT)

15. Direct Debit

16. Credit Control

17. Suspension of Services

18. Minimum Terms

19. Cancellation

20. Termination

21. Additional Works and Variations

22. Intellectual Property Rights

23. Confidentiality

24. Data Protection

25. Limitation of Liability

26. Indemnities

27. Force Majeure

28. Notices

29. General Provisions

Part 2 – Service Specific Terms

30. Hosting Services

31. Website Design and Development

32. Social Media Management

33. Search Engine Optimisation (SEO)

34. Pay-Per-Click (PPC) Advertising Services

35. Google Guaranteed Services

36. Email Marketing Services

37. Consultancy, Technology and Future Digital Services

Part 3 – Final Provisions

38. Complaints Procedure

39. Electronic Acceptance and Execution

40. Evidence and Record Keeping

41. Assignment and Subcontracting

Where the Client purchases a Service that is subject to Service-Specific Terms, those terms shall apply in addition to the General Contractual Terms. In the event of any inconsistency, the Service-Specific Terms shall prevail only to the extent necessary to resolve that inconsistency.

Universal Group continually develops and expands its range of products and Services. These Terms and Conditions shall apply to all current and future Services supplied by Universal Group unless expressly agreed otherwise in writing by a Director.

PART 1 – General Commercial Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

“Advertising Budget” means the amount allocated by the Client for expenditure with third-party advertising platforms and excludes Universal Group’s management fees, Charges and any applicable VAT unless expressly stated otherwise. 

“Agreement” means the legally binding agreement between Universal Group and the Client incorporating these Terms and Conditions together with any Proposal, Quotation, Order, Invoice, Statement of Work, Specification or other document forming part of the contractual relationship.

“Authorised Representative” means any director, officer, partner, member, shareholder, employee, consultant, contractor, manager, administrator, agent or other individual who provides instructions, approvals, requests, information or authorisations to Universal Group on behalf of the Client. Unless the Client has expressly notified Universal Group in writing to the contrary prior to such instructions being given, Universal Group shall be entitled to rely upon the authority of any Authorised Representative without making any further enquiry. The Client shall be bound by all instructions, approvals, confirmations, requests, authorisations and decisions communicated by any Authorised Representative, and shall remain fully liable for all work undertaken, costs incurred and obligations arising as a result of Universal Group acting upon such instructions.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

“Charges” means all fees, quotations, proposals, invoices, staged payments, cancellation fees, administration charges, the Standard Hourly Rate, interest, debt recovery costs, legal costs, expenses and all other sums payable by the Client to Universal Group under the Agreement, exclusive of VAT unless expressly stated otherwise in writing. 

“Client” means the individual, sole trader, partnership, limited liability partnership, company, charity, organisation or other legal entity instructing, purchasing or receiving any products or Services from Universal Group and includes any guarantor, Authorised Representative, successor in title and permitted assignee where the context permits. 

“Commencement Date” means the date upon which the Agreement is formed pursuant to these Terms and Conditions.

“Confidential Information” means all commercial, financial, technical, operational, marketing, customer, supplier and business information disclosed by either party which is not publicly available.

“Contract” means the Agreement between Universal Group and the Client.

“Deliverables” means all websites, software, source code, graphics, artwork, logos, branding, databases, reports, written content, digital assets, documentation, project files, marketing materials, photography, videography, AI-generated content and all other work products created or supplied by Universal Group. 

“Director” means a director of the relevant Universal Group company registered at Companies House.

“Footer Credit Removal Fee” means £3,000.00 plus VAT, or such other fee as Universal Group may notify the Client in writing from time to time, payable before any footer credit, attribution or hyperlink identifying Universal Group is removed from any Website or Deliverable. 

“Force Majeure Event” means any event beyond the reasonable control of Universal Group including, without limitation, acts of God, flood, fire, war, terrorism, civil unrest, labour disputes, pandemics, epidemics, cyber-attacks, internet failures, failures of third-party suppliers or platforms, utility failures, governmental action or changes in law.

“Google” means Google LLC, Google Ireland Limited, or any successor entity operating Google Search, Google Ads, Google Business Profile, Google Guaranteed, Local Services Ads or any related Google products or services. 

“Group Set-Off” means the contractual right of any Universal Group company and/or the Holding Company to apply, transfer, offset or credit any monies, credits, refunds, overpayments, deposits or other sums held for or owed to the Client by any Universal Group company against any debt, liability, invoice, Charge or other sum owed by the Client to any other Universal Group company. 

“Holding Company” means The Universal Web & Marketing Group Limited (Company Number 17056665), including any successor company, company adopting a new name, parent undertaking, subsidiary, associated undertaking, or any entity to which the whole or any part of the business, undertaking, assets, goodwill, contracts, rights or liabilities of The Universal Web & Marketing Group Limited or any Universal Group company are assigned, transferred, novated or otherwise vested from time to time. 

“Insolvency Event” means where the Client becomes insolvent, enters liquidation, administration, receivership, a voluntary arrangement, bankruptcy, is unable to pay its debts as they fall due, ceases or threatens to cease trading, or any analogous event occurs in any jurisdiction. 

“Intellectual Property Rights” means all copyrights, database rights, design rights, patents, trademarks, domain names, goodwill, trade secrets, source code, know-how and all other intellectual property rights whether registered or unregistered anywhere in the world.

“Minimum Term” means the minimum contractual period agreed between Universal Group and the Client for the relevant Services.

“Proposal” means any quotation, proposal, estimate, specification, statement of work or scope of works issued by Universal Group.

“Services” means any products or services supplied by Universal Group from time to time including, without limitation, website design, website development, website hosting, maintenance, search engine optimisation, social media management, pay-per-click advertising, branding, graphic design, photography, videography, consultancy, software development, email marketing and all other related digital marketing services.

“Standard Daily Rate” means the equivalent of eight (8) hours charged at the Standard Hourly Rate, or such other daily rate as Universal Group may notify the Client in writing from time to time. 

“Standard Hourly Rate” means £60.00 plus VAT per hour, or such other hourly rate as Universal Group may notify the Client in writing from time to time. 

“Universal Group”, “Universal”, “we”, “our” or “us” means the Holding Company or the particular Universal Group company identified in the relevant Proposal, Quotation, Order, Invoice or other contractual documentation as the supplier of the Services, together with any lawful successor in title or assignee. 

“Value Added Tax” or “VAT” means Value Added Tax chargeable under the Value Added Tax Act 1994, together with any replacement, supplementary or equivalent indirect tax imposed from time to time under the laws of England and Wales. 

“VAT Invoice” means an invoice issued by Universal Group which complies with the requirements of applicable VAT legislation and HMRC guidance. 

“Working Day” means a Business Day between the hours of 9:00 a.m. and 5:30 p.m.

“Writing” or “Written” includes email, electronic signature, PDF, CRM records, online forms, WhatsApp, SMS, electronic messaging systems, client portals and any other electronic communication capable of being retained as evidence. 

1.2 Interpretation

Unless the context otherwise requires:

a) words importing the singular include the plural and vice versa;

b) words importing one gender include every gender;

c) references to legislation include any amendment, replacement or re-enactment of that legislation;

d) headings are for convenience only and shall not affect the interpretation of these Terms and Conditions;

e) references to clauses are references to clauses within these Terms and Conditions unless expressly stated otherwise;

f) the words “including”, “includes”, “include”, “such as” and similar expressions shall be construed without limitation;

g) any obligation on the Client not to do something includes an obligation not to permit another person to do that thing;

h) references to a person include any individual, sole trader, partnership, limited liability partnership, company, corporation, charity, trust, public authority or other legal entity;

i) References to any communication include communications made electronically; 

j) Any reference to the Client includes its directors, officers, employees, agents and Authorised Representatives where the context requires. 

2. Application of these Terms

2.1 These Terms and Conditions govern the provision of all products and services supplied by any company within the Universal Group (collectively referred to as “Universal Group”, “Universal”, “we”, “our” or “us”).

2.2 These Terms and Conditions apply to every proposal, quotation, order, contract, instruction, purchase, invoice and service supplied by Universal Group unless expressly agreed otherwise in writing by a Director of Universal Group.

2.3 These Terms and Conditions shall prevail over any terms or conditions proposed by the Client unless expressly accepted in writing by a Director of Universal Group.

3. Formation of Contract and Acceptance

3.1 A legally binding contract incorporating these Terms and Conditions shall be formed immediately upon the earliest occurrence of any one or more of the following:

a) the Client signing any proposal, quotation, agreement, order or contract;

b) the Client requesting, authorising or instructing Universal Group to commence work;

c) the Client making any payment whatsoever;

d) Universal Group commencing work on behalf of the Client;

e) the Client accepting any quotation, proposal or estimate, whether verbally, electronically or in writing;

f) the Client accessing, receiving or continuing to use any product or service supplied by Universal Group;

g) the Client otherwise accepting these Terms and Conditions by words, conduct or omission.

3.2 Except in relation to any personal guarantee under Clause 5, the Client acknowledges that no handwritten or electronic signature is required for these Terms and Conditions to become legally binding. Any personal guarantee shall take effect only where it is recorded in writing and signed or electronically authenticated by the guarantor. 

3.3 The Client acknowledges that acceptance may be evidenced by conduct and that continuing to instruct Universal Group, permitting work to continue, making payment, or accepting the benefit of any services shall each constitute conclusive acceptance of these Terms and Conditions.

4. Authority to Contract

4.1 Any individual instructing Universal Group warrants and represents that they possess full authority to enter into this Agreement on behalf of the Client.

4.2 Where the Client is a company, partnership, limited liability partnership, charity, association or other organisation, the individual providing instructions warrants that they are duly authorised to legally bind that organisation.

4.3 Universal Group shall be entitled to rely upon such authority without making any further enquiries.

5. Personal Guarantee and Joint & Several Liability

5.1 Where an individual expressly signs or electronically authenticates an agreement incorporating this Clause in the capacity of guarantor, that individual irrevocably and unconditionally guarantees, as principal obligor and not merely as surety, the due and punctual payment of all monies, liabilities, costs, interest, Charges and other sums payable by the Client under the Agreement. 

5.2 The liability of the guarantor shall be joint and several with that of the Client.

5.3 This guarantee shall remain in force notwithstanding:

a) any variation of this Agreement;

b) any extension of time for payment;

c) any indulgence granted by Universal Group;

d) any change in ownership or management of the Client;

e) the dissolution, insolvency or restructuring of the Client; or

f) the termination or expiry of this Agreement.

5.4 The obligations contained within this clause are continuing obligations and shall survive the termination or completion of this Agreement until all sums due to Universal Group have been paid in full.

6. Future Amendments to these Terms and Conditions

6.1 Universal Group reserves the right to amend, update, supplement or replace these Terms and Conditions from time to time where reasonably required, including (without limitation) to reflect changes in legislation, regulatory requirements, technology, business practices, operational requirements, payment procedures, service offerings or internal policies.

6.2 Updated Terms and Conditions may be published on Universal Group’s website, incorporated into proposals, quotations, invoices, emails or otherwise notified to the Client.

6.3 The Client agrees that any updated Terms and Conditions shall become binding upon the earlier of:

a) publication by Universal Group on it’s existing website;

b) written notification to the Client; or

c) the Client continuing to instruct Universal Group, continuing to use any services supplied by Universal Group, making any payment, or otherwise continuing the contractual relationship after such publication or notification.

6.4 The Client acknowledges that it is their responsibility to review the most current version of these Terms and Conditions and that continued dealings with Universal Group shall constitute acceptance of any amendments.

6.5 If the Client does not accept any amendment, their sole remedy shall be to terminate the relevant services strictly in accordance with the termination provisions contained within these Terms and Conditions. Any accrued rights, liabilities and payment obligations shall remain unaffected.

7. Assignment, Novation and Contracting Entity

7.1 The Client acknowledges and agrees that, where any products or Services have previously been supplied by any of the following companies (each an “Assignor”):

1. Universal Analytics Limited;
2. Universal Pay Per Click Limited;
3. Universal Hosting Solutions Limited;
4. Universal Google My Business Limited;
5. Universal Photography Limited;
6. Universal Marketing Essex Limited;
7. Universal Graphic Design Limited;
8. Universal Web Design Witham Limited;
9. Universal Video Production Limited;
10. Universal SEO Limited;
11. Universal Social Media Limited;
12. Universal Social Media Marketing Limited;
13. Universal Web Design Colchester Limited;
14. Universal Blog Management Limited;
15. Universal Email Marketing Limited;
16. Universal Web Development Limited (formerly Nevill Media); and
17. Universal Web Design Limited,

together with any predecessor business, successor company, subsidiary, associated undertaking or other company within the Universal Group, all contracts, agreements, proposals, quotations, orders, invoices, Statements of Work and all associated rights, title, benefits, interests, debts, guarantees, indemnities, intellectual property rights, causes of action and obligations may be assigned, transferred or novated to the Holding Company.

7.2 The Client expressly consents to and authorises any such assignment, transfer or novation and agrees that, upon it taking effect, the Holding Company shall automatically become entitled to exercise, perform and enforce all contractual rights, remedies, powers and entitlements previously held by the Assignor as though the Holding Company had been the original contracting party from the Commencement Date.

7.3 The Client gives its advance consent to any assignment of contractual rights and to any novation or transfer of contractual obligations implemented by Universal Group in accordance with applicable law. Universal Group may require the Client to execute reasonable documents necessary to record or give effect to any such novation or transfer, and the Client shall not unreasonably withhold or delay its cooperation. 

7.4 Following any assignment, transfer or novation, all invoices, Charges, payments and other sums due under the Agreement shall become payable to the Holding Company or to such other Universal Group company as Universal Group may notify the Client in writing from time to time.

7.5 Any assignment, transfer or novation shall not:

a) affect the validity, enforceability or continuation of the Agreement;

b) prejudice or limit any rights, remedies or causes of action accrued before the assignment;

c) release the Client from any liability or obligation arising before or after the assignment;

d) affect the enforceability of any guarantee, indemnity or security previously given; or

e) affect Universal Group’s right to recover any outstanding Charges, interest, legal costs, debt recovery costs or any other sums due under the Agreement.

7.6 The Client further agrees that Universal Group may, at any time and without further consent, assign, transfer, charge, subcontract, delegate, licence or otherwise dispose of any of its rights, obligations or interests under the Agreement to the Holding Company or to any parent company, subsidiary, associated company, successor company or other company within the Universal Group.

7.7 The Client acknowledges that the commercial purpose of this clause is to facilitate the administration, management and restructuring of the Universal Group and agrees that no such assignment, transfer or novation shall constitute a breach of contract, entitle the Client to terminate the Agreement, withhold payment or otherwise affect the Client’s obligations under these Terms and Conditions.

8. Group Set-Off

8.1 The Client expressly agrees that all Universal Group companies operate as part of a single commercial group and that, for accounting, credit control and debt recovery purposes, Universal Group shall be entitled to exercise the right of Group Set-Off.

8.2 Universal Group and the Holding Company may, at any time and without prior notice to the Client, apply, transfer, offset or credit any monies, deposits, credits, overpayments, refunds or other sums held by or owing from any Universal Group company against any debt, Charge, liability, invoice, interest, legal costs, administration charges or any other sums owed by the Client to any other Universal Group company.

8.3 The Client irrevocably authorises Universal Group to make such accounting adjustments as are reasonably necessary to give effect to any Group Set-Off.

8.4 The Client acknowledges that any Group Set-Off shall constitute valid payment and settlement of the relevant sums to the extent of the amount set off.

8.5 Universal Group shall not be required to:

a) seek the Client’s consent;

b) notify the Client in advance;

c) apply any credit to a particular invoice nominated by the Client; or

d) apply any credit in chronological order.

Universal Group may exercise Group Set-Off in such order and manner as it considers appropriate.

8.6 The exercise of any right of Group Set-Off shall not:

a) prejudice any other right or remedy available to Universal Group;

b) prevent Universal Group from commencing or continuing legal proceedings;

c) constitute a waiver of any breach of the Agreement; or

d) affect the Client’s continuing obligation to pay any remaining balance due.

8.7 The rights contained within this clause are in addition to, and shall not limit, any equitable, statutory or common law right of set-off or combination of accounts available to Universal Group.

9. Cross Default

9.1 The Client acknowledges and agrees that all Agreements entered into with any Universal Group company form part of a wider commercial relationship between the Client and Universal Group.

9.2 Any breach of these Terms and Conditions, non-payment of any Charge, insolvency, repudiation, material breach, or other default by the Client under any Agreement with any Universal Group company shall constitute a default under every Agreement between the Client and any Universal Group company.

9.3 Upon the occurrence of a Cross Default, Universal Group may, without prejudice to any other rights or remedies available to it and without liability to the Client:

a) suspend or terminate any or all Services;

b) suspend access to any website, server, hosting platform, software, portal, domain name, email account or other digital asset;

c) demand immediate payment of all outstanding Charges, whether or not an invoice has fallen due;

d) accelerate all remaining staged payments and all sums payable during any applicable Minimum Term;

e) refuse to commence any further work;

f) retain possession or control of any Deliverables until all outstanding Charges have been paid in full;

g) exercise its rights of Group Set-Off;

h) commence legal proceedings; and/or

i) exercise any other contractual, statutory or equitable remedy available to Universal Group.

9.4 The Client agrees that Universal Group shall not be obliged to continue providing any Services whilst any amount remains outstanding to any Universal Group company.

9.5 The Client shall not be entitled to withhold payment, suspend performance, claim any right of retention or exercise any right of set-off against any Universal Group company by reason of any alleged dispute concerning another Agreement, invoice or Service.

9.6 Any indulgence, concession, extension of time or temporary continuation of any Services following a Cross Default shall not constitute a waiver of Universal Group’s rights.

9.7 The rights contained within this clause shall survive the termination, expiry, assignment or novation of any Agreement and shall continue until all liabilities owed to every Universal Group company have been discharged in full.

10. Electronic Communications, Instructions and Evidence

10.1 The Client acknowledges and agrees that Universal Group conducts its business primarily by electronic means and that communications made electronically shall have the same contractual force and effect as communications made in writing and signed by hand.

10.2 Valid Instructions

Universal Group shall be entitled to rely upon any instruction, approval, authorisation, confirmation, request or acceptance received from the Client or any Authorised Representative by way of:

a) email;

b) electronic signature;

c) online forms;

d) customer portals;

e) project management systems;

f) CRM systems;

g) WhatsApp;

h) SMS or text message;

i) Microsoft Teams;

j) Zoom;

k) Google Meet;

l) telephone;

m) video call;

n) voicemail;

o) social media messaging platforms;

p) any other electronic communication platform used by the parties.

Such instructions shall be deemed valid and binding upon the Client unless Universal Group has previously received written notice withdrawing that person’s authority.

10.3 Electronic Acceptance

The Client agrees that acceptance of any Proposal, Quotation, variation, additional work, invoice, renewal, extension or amendment may be evidenced by:

a) an electronic signature;

b) an email acceptance;

c) a text message;

d) a WhatsApp or similar electronic message;

e) payment of an invoice;

f) allowing work to commence;

g) continuing to receive or use the Services;

h) providing further instructions; or

i) any conduct which objectively demonstrates acceptance.

10.4 Business Records

The Client acknowledges and agrees that the following records maintained by Universal Group shall constitute prima facie evidence of the matters recorded within them:

a) CRM records;

b) project management records;

c) support tickets;

d) internal attendance notes;

e) telephone attendance notes;

f) timesheets;

g) invoices;

h) payment records;

i) Direct Debit records;

j) electronic audit logs;

k) website logs;

l) hosting records;

m) domain records;

n) email server records;

o) backups;

p) metadata;

q) screen recordings;

r) call recordings; and

s) any other electronic business records maintained by Universal Group in the ordinary course of business.

10.5 Telephone Calls

Universal Group may monitor and record telephone calls and video conferences for training, quality assurance, evidential, contractual, compliance and dispute-resolution purposes, provided that such monitoring and recording is undertaken in accordance with applicable data-protection legislation and Universal Group’s applicable privacy notice. 

10.6 Emails

Unless the contrary is proven, any email sent by Universal Group shall be deemed to have been received by the Client on the date of transmission.

Universal Group shall not be responsible for delays caused by spam filters, mailbox capacity limits, firewall restrictions or failures within the Client’s own IT systems.

10.7 Electronic Evidence

10.7 Electronic Evidence

Electronic records maintained by Universal Group may be relied upon in any legal proceedings, subject to applicable law and the rules of evidence, and shall not be challenged solely because they are stored, transmitted or produced electronically. 

10.8 Burden of Notification

The Client is responsible for notifying Universal Group immediately of:

a) changes to authorised personnel;

b) changes to email addresses;

c) changes to telephone numbers;

d) changes to registered offices;

e) changes to billing details;

f) changes to payment details; and

g) any security breach affecting the Client’s communications.

Universal Group shall not be liable for acting upon information previously supplied by the Client where such notification has not been received.

10.9 Survival

The provisions of this clause shall survive termination or expiry of the Agreement.

10.10 Data Integrity

The Client acknowledges and agrees that all electronic records, databases, CRM records, attendance notes, project management records, timesheets, invoices, emails, electronic communications and other business records maintained by Universal Group in the ordinary course of business shall be presumed to be accurate and complete unless the Client establishes, on the balance of probabilities, that any such record is materially inaccurate.

11. Business-to-Business Contracts

11.1 Universal Group supplies its products and Services exclusively to businesses and commercial organisations. By entering into the Agreement, the Client warrants and represents that it is acting wholly or predominantly in the course of its business, trade, profession or occupation and is not acting as a consumer.

11.2 The Client confirms that all Services are purchased solely for business purposes and not for personal, domestic or household use.

11.3 The Client acknowledges that this Agreement constitutes a business-to-business (“B2B”) commercial contract and that, to the fullest extent permitted by law, legislation, regulations and statutory provisions applicable exclusively to consumer contracts shall not apply.

11.4 The Client warrants that all information provided to Universal Group regarding its business status is complete, accurate and not misleading.

11.5 Where any individual enters into the Agreement on behalf of a company, partnership, limited liability partnership, charity or other organisation, that individual warrants that:

a) they have full authority to bind the Client;

b) the Client is entering into the Agreement for genuine business purposes;

c) the Client has had the opportunity to obtain independent legal, financial and professional advice before entering into the Agreement; and

d) the Client has not relied upon any representation, warranty or statement other than those expressly contained within the Agreement.

11.6 If the Client falsely represents that it is contracting in the course of business, Universal Group shall be entitled to treat such misrepresentation as a material breach of the Agreement, without prejudice to any other rights or remedies available to Universal Group.

11.7 The Client shall indemnify and keep indemnified Universal Group against all losses, liabilities, costs, expenses, damages and claims arising directly or indirectly from any false, misleading or inaccurate representation regarding the Client’s business status or authority to enter into the Agreement.

11.8 Nothing in this clause shall prevent Universal Group from relying upon any other contractual, statutory or common law remedy available to it.

12. Scope of Services

12.1 Universal Group shall provide the Services described in the relevant Proposal, Quotation, Statement of Work, Specification, Order, Invoice or other contractual documentation forming part of the Agreement.

12.2 The Services shall be limited to those expressly agreed between the parties. Unless expressly stated otherwise in writing, Universal Group shall have no obligation to provide any products, services, functionality, support or Deliverables outside the agreed scope.

12.3 Universal Group may determine the manner, methodology, technology, personnel, software, systems, tools and resources used to perform the Services, provided that the Services are delivered with reasonable skill and care.

12.4 The Client acknowledges that project timescales, milestones, delivery dates and estimates are dependent upon the Client complying with its obligations under this Agreement, including the timely provision of information, approvals, content, access and instructions.

12.5 Universal Group may engage employees, consultants, contractors, subcontractors, associated companies or third-party suppliers in the performance of the Services and shall remain responsible for the overall management of the Services.

12.6 Universal Group reserves the right to make reasonable changes to the manner in which the Services are provided where such changes are necessary to:

a) comply with applicable law or regulatory requirements;
b) reflect technological developments;
c) improve efficiency or service quality;
d) respond to changes in third-party platforms or suppliers; or
e) protect the legitimate commercial interests of Universal Group or its Clients.

provided that such changes do not materially reduce the overall nature or value of the Services purchased.

12.7 Unless expressly agreed otherwise in writing, Universal Group shall not guarantee:

a) any particular commercial outcome;
b) increased sales or revenue;
c) search engine rankings;
d) advertising performance;
e) lead generation;
f) website traffic;
g) conversion rates; or
h) any other business result,

as many factors affecting such outcomes are outside Universal Group’s reasonable control.

12.8 Any services requested by the Client outside the agreed scope shall constitute Additional Works and shall be charged in accordance with Clause 21.

12.9 Universal Group may suspend, amend or discontinue any individual Service where reasonably necessary due to changes in law, technology, third-party platform requirements, security concerns or operational necessity. Where a Service is permanently discontinued for reasons not arising from the Client’s breach, Universal Group shall use reasonable endeavours to provide a reasonably equivalent replacement Service or make an appropriate adjustment to any Charges relating solely to the discontinued Service. 

12.10 Nothing in this Clause shall oblige Universal Group to undertake any work that is unlawful, technically impracticable, contrary to professional standards or outside the reasonable scope of the Services agreed between the parties.

13. Client Obligations and Cooperation

13.1 The Client shall cooperate fully with Universal Group throughout the duration of the Agreement and shall provide all information, materials, approvals, access, instructions and assistance reasonably required to enable Universal Group to perform the Services.

13.2 The Client warrants that all information, documentation, data, content, images, branding, logos, artwork, credentials, passwords and other materials supplied to Universal Group are accurate, complete, lawful and do not infringe the rights of any third party.

13.3 The Client shall:

a) provide all requested information promptly;

b) respond to requests for information, approvals and instructions within five (5) Business Days, unless otherwise agreed in writing;

c) provide all necessary access to websites, hosting platforms, domain registrars, advertising platforms, social media accounts and other third-party systems;

d) maintain accurate contact details at all times;

e) ensure that all Authorised Representatives have authority to provide instructions on behalf of the Client;

f) comply with all reasonable requests made by Universal Group to facilitate the delivery of the Services.

13.4 The Client acknowledges that any delay in providing approvals, information, content, access or instructions may delay the provision of the Services and shall not constitute a breach of the Agreement by Universal Group.

13.5 Universal Group shall not be liable for:

a) delays;

b) additional costs;

c) missed deadlines;

d) reduced functionality;

e) reduced performance; or

f) any other loss,

arising directly or indirectly from the Client’s failure to comply with its obligations under this clause.

13.6 Where the Client fails to provide information, approvals or instructions within a reasonable period, Universal Group may:

a) suspend the relevant Services;

b) continue work using its professional judgement;

c) postpone project milestones;

d) reallocate development resources to other projects;

e) charge for any additional work reasonably required as a result of the delay; and/or

f) revise delivery timescales accordingly.

13.7 Unless expressly agreed otherwise in writing, Universal Group shall not be responsible for creating, sourcing or obtaining content, photographs, videos, branding, logos, licences, permissions or third-party approvals that are the responsibility of the Client.

13.8 The Client acknowledges that Universal Group may rely upon information supplied by the Client without independently verifying its accuracy and shall not be liable for any loss arising from inaccurate, incomplete or misleading information provided by or on behalf of the Client.

13.9 Where the Client requests additional work, amendments, revisions or changes outside the agreed scope of the Services, such work shall constitute a variation to the Agreement and may be charged in accordance with Universal Group’s prevailing rates or as otherwise agreed in writing.

13.10 The Client’s obligations under this clause are continuing obligations throughout the duration of the Agreement.

14. Fees and Payment

14.1 The Client agrees to pay all Charges in accordance with the Agreement, all invoices issued by Universal Group and these Terms and Conditions.

14.2 Unless expressly agreed otherwise in writing, all invoices are payable in full, without deduction, withholding, counterclaim or set-off, within seven (7) calendar days of the invoice date.

14.3 Time for payment shall be of the essence.

14.4 The Client acknowledges that Universal Group allocates staff, resources, suppliers, software, infrastructure and working time upon entering into the Agreement, and that the Charges reflect those commercial commitments.

14.5 Unless expressly agreed otherwise in writing, all Charges are exclusive of VAT and any other applicable taxes, which shall be payable by the Client in addition.

14.6 The Client shall not delay, withhold or refuse payment on the grounds that:

a) the Client has changed its mind;

b) the Client has not utilised the Services;

c) the Client no longer requires the Services;

d) the Client is dissatisfied for reasons of personal preference;

e) a project is incomplete due to the Client’s own delay or failure to cooperate;

f) a dispute exists regarding only part of an invoice; or

g) the Client has engaged an alternative supplier.

14.7 If the Client disputes any invoice, the Client shall:

a) notify Universal Group in writing within seven (7) calendar days of the invoice date;

b) clearly identify the specific item or amount disputed;

c) provide full reasons together with all supporting evidence; and

d) pay all undisputed amounts by the due date.

Failure to comply with this clause shall not relieve the Client of its obligation to pay any undisputed Charges.

14.8 Any payment received may be applied by Universal Group towards any outstanding Charges in such order as Universal Group considers appropriate, irrespective of any payment allocation requested by the Client.

14.9 Universal Group reserves the right to require payment in advance, staged payments, milestone payments, deposits or any other payment structure as may be agreed with the Client.

14.10 Unless expressly stated otherwise, all deposits, advance payments and staged payments are non-refundable and shall be applied towards work undertaken, resources committed, third-party costs, administration, software licensing, infrastructure, development time and other costs incurred by Universal Group.

14.11 Where the Agreement provides for staged payments or payments over a Minimum Term, the Client acknowledges that the total contract value is the aggregate of all staged payments due during that Minimum Term.

14.12 If the Client breaches the Agreement, terminates the Agreement early, repudiates the Agreement, or otherwise becomes liable for accelerated payment under these Terms and Conditions, Universal Group shall be entitled to demand immediate payment of all outstanding Charges, together with any remaining staged payments, cancellation charges, contractual fees, interest, legal costs and any other sums due under the Agreement. Any accelerated or remaining contractual Charges claimed under this Clause shall be subject to any credit properly due for costs or expenditure demonstrably avoided by Universal Group as a direct consequence of the early termination, repudiation or cancellation, and shall not exceed the amount lawfully recoverable. 

14.13 Universal Group may issue invoices electronically. Electronic invoices shall constitute valid contractual demands for payment and, where they contain all information required by applicable VAT legislation, valid VAT Invoices. 

14.14 Payment shall be deemed to have been made only when cleared funds have been irrevocably received into the bank account nominated by Universal Group.

14.15 All payment obligations under the Agreement shall survive expiry or termination of the Agreement until all Charges have been paid in full.

14.16 No Right to Withhold Payment

The Client shall not be entitled to withhold payment or delay payment by reason of any complaint, dispute, allegation, proposed counterclaim or intended legal proceedings unless otherwise required by law.

14.17 Commercial Acknowledgement

The Client acknowledges that the Charges payable under the Agreement represent a genuine commercial valuation of the Services, resources, expertise, infrastructure and commitments undertaken by Universal Group and are not capable of apportionment solely by reference to the time spent performing the Services.

14A. Value Added Tax (VAT)

14A.1 Unless expressly stated otherwise in writing by a Director of Universal Group, all Charges, fees, quotations, proposals, estimates, staged payments, cancellation fees, administration charges, the Standard Hourly Rate and all other sums payable under the Agreement are exclusive of VAT, which shall be payable by the Client in addition at the prevailing rate prescribed by applicable law.

14A.2 The Client shall pay all VAT properly chargeable on the Services in addition to the contractual Charges, and such VAT shall be due and payable on the same date as the corresponding Charge.

14A.3 The Client expressly acknowledges and agrees that where any Agreement was entered into before Universal Group became registered for VAT, such Agreement shall automatically be construed and performed subject to this Clause from the effective date of Universal Group’s VAT registration. VAT shall thereafter be payable in addition to the contractual Charges in respect of all taxable supplies made on or after the effective date of registration, to the extent required by applicable law.

14A.4 The Client acknowledges that the contractual Charges agreed between the parties represent the net contractual value of the Services and that VAT is a statutory tax which Universal Group is legally obliged to collect and account for to His Majesty’s Revenue and Customs (“HMRC”).

14A.5 The Client agrees that the addition of VAT following Universal Group’s registration for VAT, or following any subsequent change in VAT legislation or HMRC requirements, shall not constitute:

a) a variation of the Agreement;

b) a variation of the contractual Charges;

c) a breach of the Agreement;

d) a repudiatory breach;

e) grounds for cancellation or termination;

f) grounds for withholding, delaying, deducting or setting off payment; or

g) any basis for disputing any invoice properly issued by Universal Group.

14A.6 Universal Group may issue revised invoices, VAT invoices, credit notes or other accounting documents where reasonably necessary to comply with applicable legislation, HMRC requirements or any change in the VAT treatment of the Services.

14A.7 Where VAT becomes chargeable by reason of any change in legislation, HMRC guidance, judicial decision, tax treatment or the VAT status of Universal Group, the Client shall remain liable to pay such VAT in addition to all contractual Charges to the extent required by law.

14A.8 The Client shall not be entitled to reject, dispute or refuse payment of any invoice solely because VAT has been added in accordance with this Clause.

14A.9 Universal Group’s VAT Registration Number is 518 2910 92.

14A.10 Nothing in this Agreement shall require Universal Group to absorb, waive or otherwise account for any VAT properly chargeable on the Services. Any VAT properly chargeable shall be borne solely by the Client in addition to the contractual Charges.

15. Direct Debit

15.1 Unless expressly agreed otherwise in writing by a Director of Universal Group, the Client shall maintain a valid Direct Debit mandate in favour of Universal Group throughout the duration of the Agreement and until all Charges have been paid in full.

15.2 The Client authorises Universal Group to collect all Charges due under the Agreement by Direct Debit in accordance with the agreed payment schedule and the Direct Debit Guarantee.

15.3 The Client shall ensure that sufficient cleared funds are available in its nominated bank account on each collection date.

15.4 The Client shall not cancel, suspend, amend or otherwise interfere with any Direct Debit mandate without:

a) first providing Universal Group with not less than fourteen (14) days’ prior written notice; and

b) making alternative payment arrangements acceptable to Universal Group.

15.5 Cancellation, suspension or failure of a Direct Debit mandate shall not affect the Client’s obligation to pay any Charges due under the Agreement.

15.6 If any Direct Debit collection:

a) fails;

b) is cancelled;

c) is rejected;

d) is recalled;

e) is reversed; or

f) is otherwise unsuccessful,

Universal Group may immediately:

i) demand payment by alternative cleared funds;

ii) suspend any or all Services;

iii) charge any reasonable administration fees and bank charges incurred;

iv) recover all associated debt recovery costs; and

v) exercise any other rights available under the Agreement.

15.7 The Client shall immediately notify Universal Group of any change to its banking details and shall provide a replacement Direct Debit mandate before any existing mandate is cancelled.

15.8 Universal Group may require the Client to complete a new Direct Debit mandate where reasonably necessary due to changes in payment providers, banking arrangements, corporate restructuring or administrative requirements.

15.9 Failure to maintain a valid Direct Debit mandate in accordance with this clause shall constitute a material breach of the Agreement.

15.10 Universal Group reserves the right to refuse to commence or continue providing any Services where the Client fails to comply with this clause.

15.11 Chargebacks and Payment Reversals

The Client shall not initiate or authorise any chargeback, payment reversal, indemnity claim or other recovery process in respect of any payment made under the Agreement unless such payment has been taken in error or without proper authority. Where any payment is reversed, recalled or recovered other than due to Universal Group’s error, the Client shall remain liable for the relevant Charges together with all bank charges, administrative costs, legal costs and other losses reasonably incurred by Universal Group as a result.

16. Credit Control

16.1 Universal Group operates a proactive credit control procedure to ensure that all Charges are paid promptly and in accordance with the Agreement.

16.2 Where any Charge remains unpaid after its due date, Universal Group may, without prejudice to any other rights or remedies available to it:

a) issue payment reminders;

b) contact the Client by telephone, email, SMS, post or any other communication method;

c) suspend or restrict any Services;

d) refuse to undertake further work;

e) charge interest and statutory compensation;

f) apply administration charges in accordance with this clause;

g) refer the matter to solicitors or debt recovery agents;

h) commence legal proceedings; and/or

i) take any other action reasonably necessary to recover the outstanding debt.

16.3 The Client agrees that additional administration time, management time and resources are required where invoices become overdue. The Client therefore agrees to pay the administration charges set out below, which become payable immediately upon the relevant action being taken.

Administration Charges

16.4 The following administration charges shall apply:

Credit Control Activity	Charge
Courtesy Telephone Call	£5.00
Courtesy Email	£5.00
Courtesy Letter	£10.00
Formal Letter	£40.00
Solicitor’s Letter	£100.00
Letter Before Action	£150.00
Debt Recovery Agency Referral	£250.00 plus all associated costs, commission and interest
Court Proceedings	£250.00 plus all associated court fees, legal costs and interest
Bailiff Enforcement	£250.00 plus all associated enforcement costs and interest
High Court Enforcement	£250.00 plus all associated enforcement costs and interest

16.5 Where an invoice remains unpaid for more than fourteen (14) days after its due date, the following additional administration charges shall apply:

a) SMS message: £2.40 per message;

b) Voicemail message: £3.60 per message.

16.6 In addition to the above administration charges, the Client shall remain liable for:

a) statutory compensation;

b) statutory interest;

c) debt recovery costs;

d) tracing costs;

e) legal costs recoverable by law or contract;

f) court fees;

g) enforcement costs;

h) insolvency costs; and

i) any other reasonable costs incurred by Universal Group in recovering the outstanding debt.

16.7 Interest shall accrue on all overdue Charges at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 where that Act applies. Where that Act does not apply, Universal Group may claim such interest as is recoverable under the Agreement, statute or the court’s jurisdiction. 

16.8 Universal Group may allocate any payment received towards any outstanding Charges, interest, administration charges, legal costs or invoices in such order as it considers appropriate, irrespective of any allocation requested by the Client.

16.9 Acceptance of any late payment shall not:

a) constitute a waiver of any breach;

b) prejudice Universal Group’s right to recover any outstanding sums;

c) prevent Universal Group from charging interest or administration charges; or

d) prevent Universal Group from exercising any other contractual or legal remedy.

16.10 Universal Group may continue credit control activity notwithstanding:

a) any complaint;

b) any alleged dispute;

c) any proposed mediation;

d) any proposed counterclaim; or

e) any legal proceedings,

unless otherwise ordered by a court of competent jurisdiction.

16.11 The Client acknowledges that failure to make payment when due may result in legal proceedings, enforcement action and, where applicable, adverse credit consequences.

16.12 Nothing in this clause shall prejudice any other contractual, statutory or equitable right or remedy available to Universal Group.

17. Suspension of Services

17.1 Universal Group reserves the right, at any time and without prejudice to any other contractual or legal remedy, to suspend immediately any or all Services where:

a) any Charge remains unpaid after its due date;

b) the Client commits a Cross Default;

c) the Client breaches any provision of the Agreement;

d) Universal Group reasonably believes that continuing to provide the Services may expose it to financial, legal, regulatory, technical or reputational risk;

e) the Client becomes subject to an Insolvency Event;

f) the Client fails to maintain a valid Direct Debit mandate where required under this Agreement; or

g) the Client fails to cooperate with Universal Group in accordance with Clause 13.

17.2 Suspension may include, without limitation:

a) suspending website hosting;

b) disabling websites or applications;

c) suspending email services;

d) suspending domain management;

e) suspending advertising campaigns;

f) suspending SEO work;

g) suspending social media management;

h) withholding Deliverables;

i) restricting access to portals, software or digital assets; and

j) suspending any other Services provided by Universal Group.

17.3 Suspension shall not:

a) relieve the Client from its obligation to pay any Charges;

b) extend any contractual payment dates;

c) constitute a breach of the Agreement by Universal Group; or

d) entitle the Client to terminate the Agreement.

17.4 Universal Group shall not be liable for any loss of revenue, profits, goodwill, rankings, data, traffic, leads, enquiries or business interruption arising directly or indirectly from any lawful suspension exercised under this clause.

17.5 Universal Group may require payment of all outstanding Charges, together with any applicable administration charges, interest and costs, before reinstating any suspended Services.

18. Minimum Terms

18.1 Each Service supplied by Universal Group is subject to the applicable Minimum Term specified within the Proposal, Quotation, Order, Invoice or other contractual documentation.

18.2 Unless expressly agreed otherwise in writing:

a) all marketing services are supplied subject to a minimum term of twelve (12) months; and

b) all hosting, maintenance and infrastructure services are supplied subject to a minimum term of twenty-four (24) months.

18.3 Where a longer contractual term has been agreed, that longer term shall constitute the applicable Minimum Term.

18.4 The Client acknowledges that Universal Group enters into staffing commitments, supplier agreements, software licences, infrastructure commitments and other commercial obligations in reliance upon the agreed Minimum Term.

18.5 Accordingly, the Client agrees that the total contract value is earned over the agreed Minimum Term and that the staged payments represent the agreed method of payment rather than payment only for work undertaken during a particular month.

18.6 Expiry of a calendar month shall not reduce the Client’s liability for the remaining contract value.

18.7 Where the Client terminates, repudiates or otherwise breaches the Agreement before expiry of the Minimum Term, Universal Group shall be entitled to recover:

a) all outstanding invoices;

b) all remaining staged payments;

c) any applicable cancellation charges;

d) interest;

e) administration charges;

f) legal costs; and

g) any other sums due under the Agreement.

18.8 Upon expiry of the Minimum Term, the relevant Service shall continue on a rolling monthly basis until terminated in accordance with Clause 19.

19. Cancellation

19.1 The Client may cancel a Service only by completing Universal Group’s official online cancellation form applicable to that Service.

19.2 No cancellation shall be effective unless submitted using the official cancellation procedure prescribed by Universal Group.

19.3 Separate cancellation forms must be completed for each individual Service the Client wishes to cancel.

19.4 Unless expressly agreed otherwise in writing, all Services require not less than ninety (90) days’ written notice following expiry of the applicable Minimum Term.

19.5 Upon receipt of a valid cancellation request, Universal Group shall be entitled to issue:

a) all remaining staged payments due during the applicable Minimum Term;

b) any contractual cancellation fee;

c) all outstanding invoices;

d) any applicable administration charges; and

e) any other sums due under the Agreement.

19.6 Cancellation shall not become effective until:

a) the applicable notice period has expired; and

b) all outstanding Charges have been paid in full.

19.7 Universal Group may continue providing the relevant Services throughout the notice period and reserves the right to suspend those Services where the Client fails to comply with the Agreement.

19.8 Cancellation of one Service shall not automatically cancel any other Service supplied by Universal Group.

19.9 Cancellation shall not affect any rights or obligations accrued prior to the effective date of cancellation.

19.10 At the expiry of the applicable Minimum Term, where the relevant Service has not been cancelled using Universal Group’s prescribed online cancellation form, the Agreement shall automatically continue on a rolling monthly basis until that Service is cancelled using the prescribed cancellation form. 

19.11 Where the Client terminates or purports to terminate the Agreement before expiry of the applicable Minimum Term, the Client shall be in breach of the Agreement and all remaining Charges which would have become payable during the remainder of the Minimum Term shall immediately become due and payable, together with any other sums recoverable under this Agreement. 

20. Termination

20.1 Universal Group may terminate the Agreement, in whole or in part, immediately by written notice where:

a) the Client commits a material breach of the Agreement;

b) the Client commits a Cross Default;

c) the Client becomes subject to an Insolvency Event;

d) the Client fails to remedy any remediable breach within fourteen (14) days of written notice;

e) Universal Group reasonably believes that continuing the contractual relationship would expose it to financial, legal, technical or reputational risk; or

f) the Client acts fraudulently, unlawfully or dishonestly.

20.2 Termination shall not affect Universal Group’s right to recover:

a) all outstanding Charges;

b) remaining staged payments;

c) cancellation charges;

d) interest;

e) administration charges;

f) debt recovery costs;

g) legal costs; or

h) any other sums due under the Agreement.

20.3 Upon termination Universal Group may immediately:

a) cease providing the Services;

b) disable access to any systems;

c) suspend or remove hosting;

d) suspend domain management;

e) retain Deliverables pending payment;

f) exercise any rights of Group Set-Off;

g) exercise any rights under Clause 9 (Cross Default); and

h) pursue any contractual, statutory or equitable remedy available.

20.4 Termination shall not affect any provision of the Agreement which expressly or by implication is intended to survive termination, including provisions relating to payment, guarantees, indemnities, confidentiality, intellectual property, limitation of liability, dispute resolution and debt recovery.

20.5 Universal Group’s rights under this clause are cumulative and shall not exclude any other contractual, statutory or common law remedy.

20.6 Client Abandonment, Non-Engagement and Deemed Cancellation

20.6.1 Without prejudice to any other right of suspension, termination, cancellation, recovery or enforcement available to Universal Group under this Agreement or at law, where the Client fails for a continuous period of three (3) calendar months to engage with the Agreement or the Services, Universal Group may, at its discretion, treat the Client’s conduct as abandonment of the relevant Service or Agreement and may elect to treat the relevant Service or Agreement as cancelled by the Client.

20.6.2 For the purposes of Clause 20.6.1, abandonment or non-engagement may include, without limitation, where the Client:

a) fails to communicate with Universal Group for a continuous period of three (3) calendar months;

b) fails to respond to reasonable emails, telephone calls, messages, correspondence or other requests for instructions;

c) fails to provide instructions, approvals, decisions, information, documentation, content, materials, access credentials, authentication details or other cooperation reasonably required for Universal Group to perform the Services;

d) fails to make any payment due under the Agreement for a continuous period of three (3) calendar months;

e) cancels, withdraws, blocks or otherwise prevents payment through any agreed payment method and fails to make alternative arrangements for payment;

f) removes, restricts, disables or fails to provide access reasonably required by Universal Group to perform the Services;

g) ceases using, accessing or participating in the Services without formally cancelling the Agreement in accordance with the contractual cancellation procedure;

h) fails to respond to requests for approval or otherwise prevents the Services from reasonably progressing;

i) instructs Universal Group to cease, pause or suspend work indefinitely without exercising a contractual right to terminate or cancel;

j) ceases trading, vacates its trading premises or otherwise becomes uncontactable without providing Universal Group with alternative contact information; or

k) otherwise conducts itself in a manner which reasonably indicates that it no longer intends to engage with, perform or continue the Agreement.

20.6.3 The circumstances identified in Clause 20.6.2 are illustrative and are not exhaustive. Universal Group shall be entitled to consider the Client’s conduct and the parties’ course of dealings as a whole when determining whether the Client has abandoned or discontinued the Services or Agreement.

20.6.4 For the avoidance of doubt, the Client’s failure to communicate, provide instructions, cooperate, provide access, approve work, use the Services or make payment shall not of itself suspend, pause or terminate the Agreement, and shall not:

a) suspend the Client’s payment obligations;

b) prevent invoices from becoming due;

c) stop contractual Charges from accruing;

d) pause or extend the Minimum Term;

e) constitute a cancellation made in accordance with the Agreement;

f) relieve the Client from liability for Charges arising during the period of non-engagement; or

g) prevent Universal Group from exercising any other contractual or legal remedy.

20.6.5 During any period of Client non-engagement, Universal Group may continue to allocate, reserve, maintain or make available personnel, systems, software, licences, hosting capacity, development capacity, marketing resources, account-management resources, advertising resources, scheduling capacity and any other resources reasonably associated with the Client’s Services.

20.6.6 The Client acknowledges that Universal Group operates a commercial service business providing Services to multiple clients and allocates personnel, technology, capacity and other resources in reliance upon the Client’s contractual commitments and Minimum Term. Universal Group shall not be required indefinitely to reserve or maintain such resources for a Client who has ceased communicating, cooperating, providing instructions or making payment.

Election to Treat Agreement as Cancelled

20.6.7 Where the circumstances described above continue for at least three (3) consecutive calendar months, Universal Group may give written notice to the Client confirming that Universal Group has elected to treat the Client’s conduct as abandonment and the relevant Service or Agreement as cancelled by the Client.

20.6.8 Universal Group’s election under Clause 20.6.7 shall constitute the date upon which the relevant Service or Agreement is treated as cancelled. The expiry of the three-month period shall not automatically terminate the Agreement unless Universal Group expressly confirms its election to treat the Agreement as cancelled.

20.6.9 Where the Agreement is treated as cancelled pursuant to this Clause before expiry of the applicable Minimum Term, such cancellation shall be treated as an early cancellation by the Client and shall have the same contractual consequences as if the Client had expressly elected to terminate or cancel the Agreement before expiry of the Minimum Term.

Cancellation and Final Invoice

20.6.10 Upon exercising its rights under this Clause, Universal Group may immediately issue a Cancellation and Final Invoice setting out all sums which Universal Group claims have become due as a consequence of the Client’s abandonment, repudiation or early cancellation of the Agreement.

20.6.11 Subject to the other provisions of this Agreement and applicable law, the Cancellation and Final Invoice may include:

a) all outstanding invoices and unpaid Charges;

b) all Charges accrued up to the effective date of cancellation;

c) the remaining contractual Charges attributable to the unexpired balance of the Minimum Term where recoverable under the Agreement;

d) any applicable cancellation fee;

e) Additional Works;

f) administration charges;

g) remobilisation or resource-allocation charges where applicable;

h) contractual interest;

i) statutory interest;

j) statutory compensation and reasonable recovery costs where applicable;

k) debt recovery and enforcement costs where contractually recoverable;

l) any other Charges expressly provided for under the Agreement; and

m) any other sums properly due or recoverable under the Agreement or applicable law.

20.6.12 Where the Agreement provides that termination or cancellation before expiry of the Minimum Term causes the remaining contractual payments to fall due, Universal Group may include those remaining payments within the Cancellation and Final Invoice, subject always to applicable law.

20.6.13 The Client acknowledges that the issue of a Cancellation and Final Invoice pursuant to this Clause is intended to record and recover the contractual sums claimed to have become due following the Client’s abandonment, repudiation or early cancellation of the Agreement and is not intended to operate as a penalty.

Notice and Opportunity to Remedy

20.6.14 Before exercising its right to deem an Agreement cancelled pursuant to this Clause, Universal Group may, where it considers it appropriate, issue a written notice to the Client:

a) identifying the relevant non-engagement, non-payment or other failure;

b) requesting that the Client contact Universal Group, provide the outstanding instructions or information, restore access or make payment;

c) identifying any outstanding sums; and

d) warning that continued failure may result in the Agreement being treated as abandoned and cancelled by the Client and a Cancellation and Final Invoice being issued.

20.6.15 Nothing in Clause 20.6.14 shall require Universal Group to provide an additional notice or remedy period where:

a) another provision of the Agreement permits immediate suspension or termination;

b) Universal Group has already provided reasonable notice;

c) the Client has expressly stated that it will no longer perform the Agreement;

d) the Client has repudiated the Agreement;

e) the Client has ceased trading or become insolvent; or

f) requiring further notice would otherwise be unreasonable in the circumstances.

No Waiver by Delay

20.6.16 Universal Group shall not be required to exercise its rights immediately upon expiry of the three-month period.

20.6.17 Any decision by Universal Group to:

a) continue attempting to contact the Client;

b) continue providing or making available any Services;

c) continue issuing invoices;

d) accept any late or partial payment;

e) allow additional time for payment or performance;

f) attempt to resolve the matter commercially; or

g) refrain temporarily from issuing a Cancellation and Final Invoice,

shall not constitute a waiver of Universal Group’s rights under this Clause or any other provision of the Agreement.

20.6.18 Acceptance of a late or partial payment shall not reinstate an Agreement which Universal Group has already elected to treat as cancelled unless Universal Group expressly agrees otherwise in writing.

Relationship with Other Cancellation Rights

20.6.19 This Clause operates in addition to, and not in substitution for, Clauses 17 (Suspension of Services), 18 (Minimum Terms), 19 (Cancellation), Clauses 20.1–20.5 (Termination), and any other provision of this Agreement, including the provisions concerning:

a) Minimum Terms;
b) notice periods;
c) cancellation procedures;
d) cancellation forms;
e) early termination;
f) suspension;
g) non-payment;
h) material breach;
i) insolvency;
j) accelerated payment of remaining contractual Charges; and
k) Universal Group’s other contractual or legal remedies.

For the avoidance of doubt, nothing in this Clause 20.6 shall create an alternative voluntary cancellation procedure for the Client or limit, disapply or override the requirements or financial consequences of Clause 19.

20.6.20 A Client who wishes voluntarily to terminate or cancel a Service remains required to comply with the applicable contractual cancellation procedure. A period of silence, inactivity, non-use, non-payment or non-engagement shall not constitute valid notice of cancellation by the Client.

20.6.21 Nothing in this Clause shall prevent Universal Group from pursuing payment or performance of the Agreement rather than electing to treat the Client’s conduct as cancellation.

20.6.22 All rights relating to outstanding Charges, cancellation Charges, interest, compensation, recovery costs, Intellectual Property Rights, confidentiality, indemnities, limitation of liability and any other rights intended by their nature to survive termination shall continue notwithstanding cancellation under this Clause.

21. Additional Works and Variations

21.1 The Client acknowledges that the Services are limited to the scope set out in the relevant Proposal, Quotation, Statement of Work, Specification, Order, Invoice or other contractual documentation forming part of the Agreement.

21.2 Any request by the Client to:

a) alter the agreed scope of the Services;

b) add to, amend or remove any Deliverables;

c) undertake additional work;

d) provide additional consultancy or support;

e) revise completed work;

f) carry out further design revisions;

g) provide additional development, programming or integrations; or

h) perform any work outside the original scope,

shall constitute a Variation.

21.3 Universal Group shall have absolute discretion whether to accept or reject any requested Variation.

21.4 Where Universal Group agrees to undertake a Variation, it may:

a) issue a revised Proposal or Quotation;

b) issue a separate invoice;

c) amend the project timetable;

d) extend completion dates;

e) require payment in advance;

f) charge the Standard Hourly Rate, or such other agreed project fee or fixed fee as may be agreed in writing; 

g) otherwise agree revised commercial terms with the Client.

21.5 Universal Group shall not be obliged to commence any Variation until the Client has accepted the revised commercial terms and, where requested by Universal Group, paid any advance payment or deposit relating to the Variation. 

21.6 Acceptance of a Variation may be evidenced by:

a) written acceptance;

b) email;

c) electronic signature;

d) payment;

e) an instruction given by an Authorised Representative;

f) allowing Universal Group to commence the Variation; or

g) any other conduct objectively demonstrating acceptance.

21.7 Universal Group shall not be responsible for any delay arising from requested Variations.

Project completion dates shall automatically be extended by such period as Universal Group reasonably considers necessary.

21.8 Unless expressly agreed otherwise in writing, the following shall constitute Additional Works:

a) additional website pages;

b) additional design concepts;

c) revisions beyond those included within the original Proposal;

d) additional content creation;

e) additional photography or videography;

f) migration of third-party systems;

g) integrations with third-party software;

h) emergency work;

i) work outside Universal Group’s normal business hours;

j) restoration of deleted or lost data;

k) rectification of errors caused by third parties; and

l) any other work falling outside the original agreed scope.

21.9 Universal Group may invoice Additional Works immediately upon completion or at such intervals as it reasonably determines.

21.10 The Client shall pay all invoices relating to Additional Works in accordance with Clause 14.

21.11 Universal Group shall retain ownership of all Deliverables relating to Additional Works until payment has been received in full.

21.12 Where the Client requests work to be undertaken urgently, outside normal working hours, or with an expedited delivery timetable, Universal Group reserves the right to apply an expedited service surcharge at its prevailing rates. 

22. Intellectual Property Rights

22.1 All Intellectual Property Rights in and to the Services, Deliverables, software, source code, object code, databases, graphics, artwork, branding, logos, website designs, marketing materials, written content, AI-generated content, photography, videography, reports, documentation, concepts, methodologies, processes, know-how and all other work created or supplied by Universal Group shall remain vested in Universal Group unless expressly agreed otherwise in writing.

22.2 No assignment, transfer or licence of any Intellectual Property Rights shall take effect unless and until Universal Group has received payment in full of all Charges due under the Agreement.

22.3 Until payment has been received in full, Universal Group grants the Client only a limited, non-exclusive, non-transferable and revocable licence to use the Deliverables solely for the purpose for which they were supplied.

22.4 Universal Group may immediately revoke any licence granted under Clause 22.3 where:

a) the Client fails to make payment when due;

b) the Agreement is terminated for breach;

c) the Client commits a Cross Default;

d) the Client becomes subject to an Insolvency Event; or

e) the Client otherwise breaches the Agreement.

22.5 Upon revocation of the licence, the Client shall immediately cease using all Deliverables and shall not reproduce, publish, distribute, modify or exploit them without Universal Group’s prior written consent.

22.6 Unless expressly agreed otherwise in writing, Universal Group shall not be required to provide:

a) source code;

b) editable artwork;

c) native design files;

d) development files;

e) project files;

f) passwords;

g) API keys;

h) databases;

i) server configurations; or

j) any other underlying development materials.

22.7 Universal Group retains ownership of all development methodologies, templates, frameworks, software libraries, scripts, coding techniques, proprietary systems, processes and know-how used in providing the Services, whether developed before, during or after the Agreement.

22.8 The Client warrants that all materials supplied to Universal Group:

a) belong to the Client or are lawfully licensed;

b) do not infringe the rights of any third party;

c) may lawfully be used by Universal Group in providing the Services.

22.9 The Client shall indemnify Universal Group against all claims, losses, damages, liabilities, costs and expenses arising from any allegation that materials supplied by the Client infringe the rights of any third party.

22.10 Universal Group may display completed work, screenshots, designs, websites, branding, campaigns, testimonials and other Deliverables within its portfolio, website, social media, marketing materials and promotional literature unless otherwise agreed in writing.

22.11 Unless expressly agreed otherwise in writing, Universal Group may place a discreet credit or hyperlink identifying Universal Group as the designer, developer or marketing provider on websites created by Universal Group.

22.12 The removal of any credit referred to in Clause 22.11 without Universal Group’s prior written consent may constitute Additional Works and may be subject to additional Charges.

22.13 Nothing in this Agreement shall prevent Universal Group from using the general skills, experience, techniques, ideas and know-how acquired during the provision of the Services, provided that no Confidential Information belonging to the Client is disclosed.

22.14 The rights contained within this clause shall survive expiry or termination of the Agreement.

22.15 AI and Automation

Where Universal Group utilises artificial intelligence, machine learning, automation tools or similar technologies in providing the Services, the selection, configuration, prompts, workflows, methodologies and resulting Deliverables shall remain subject to this Clause and shall not affect Universal Group’s ownership of its Intellectual Property Rights.

22.16 Non-Circumvention

The Client shall not knowingly reproduce, reverse engineer, replicate or procure a third party to replicate any proprietary methodology, framework, workflow, process or system developed by Universal Group for the purpose of avoiding payment for the Services or competing with Universal Group.

23. Confidentiality

23.1 Each party acknowledges that, in the course of the Agreement, it may receive or have access to Confidential Information belonging to the other party.

23.2 Each party agrees to keep all Confidential Information strictly confidential and shall not disclose, copy, reproduce or use such information except:

1. a) as necessary for the performance of the Agreement;
2. b) with the prior written consent of the other party;
3. c) where disclosure is required by law, regulation or court order; or
4. d) where disclosure is reasonably necessary to professional advisers, insurers, auditors, debt recovery agents, solicitors, barristers, experts, subcontractors or service providers engaged in connection with the Agreement, provided they are subject to appropriate obligations of confidentiality.

23.3 The Client acknowledges that Universal Group may disclose information reasonably necessary for the provision of the Services to its employees, contractors, consultants, suppliers, hosting providers, software providers and other third parties engaged in the delivery of the Services.

23.4 The obligations contained within this clause shall not apply to information which:

a) is or becomes publicly available other than through a breach of this Agreement;

b) was lawfully known to the receiving party before disclosure;

c) is independently developed without reference to the disclosing party’s Confidential Information; or

d) is lawfully obtained from a third party without restriction.

23.5 Universal Group may retain copies of Confidential Information where reasonably necessary:

a) to comply with legal or regulatory obligations;

b) for accounting, taxation or audit purposes;

c) for insurance purposes;

d) for the establishment, exercise or defence of legal proceedings;

e) for backup, disaster recovery and business continuity purposes; or

f) as otherwise required by law.

23.6 The Client shall not disclose the commercial terms of the Agreement, including pricing, quotations, discounts, methodologies, business processes or proprietary information belonging to Universal Group without Universal Group’s prior written consent.

23.7 The Client shall not knowingly publish or disclose any Confidential Information relating to Universal Group on any website, social media platform, review platform, forum or other public medium.

23.8 Nothing in this clause shall prevent either party from making a protected disclosure or complying with any legal obligation to disclose information.

23.9 Upon termination of the Agreement, each party shall, upon reasonable request, return or securely destroy the other party’s Confidential Information, save where retention is permitted under Clause 23.5.

23.10 The obligations contained within this clause shall survive termination or expiry of the Agreement for a period of six (6) years, or for so long as the information remains confidential, whichever is longer.

23.11 No Public Commentary

The Client shall not make or publish any statement, announcement or public comment which is false, misleading or likely to damage the reputation of Universal Group, its directors, employees or associated companies. Nothing in this clause shall prevent the Client from making truthful statements where required by law or exercising any lawful right to report concerns to a competent authority.

23.12 Survival

The rights and obligations contained within this clause are continuing obligations and shall survive the expiry, termination, assignment or novation of the Agreement.

24. Data Protection

24.1 Each party shall comply with all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018 and any legislation replacing, amending or supplementing the same.

24.2 Each party shall implement and maintain appropriate technical and organisational measures to safeguard Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

24.3 Where Universal Group processes Personal Data solely on behalf of the Client, Universal Group shall process such Personal Data only to the extent reasonably necessary to perform the Services, comply with legal obligations or otherwise in accordance with the Agreement.

24.3A Where Universal Group acts as a processor on behalf of the Client, Universal Group shall:

(a) process Personal Data only on documented instructions from the Client except where otherwise required by law;

(b) ensure that persons authorised to process Personal Data are subject to appropriate obligations of confidentiality;

(c) implement appropriate technical and organisational measures in accordance with Article 32 UK GDPR;

(d) assist the Client, where reasonably requested and at the Client’s cost unless otherwise agreed, in complying with applicable data protection obligations;

(e) upon termination of the relevant Services, delete or return Personal Data where required by law or agreed between the parties; and

(f) permit the Client to receive reasonable information demonstrating compliance with this Clause.

24.4 The Client warrants that it has obtained all necessary consents, permissions and lawful authority required to provide Personal Data to Universal Group for the purposes of the Services.

24.5 The Client shall indemnify Universal Group against all losses, liabilities, claims, fines, penalties, costs and expenses arising from any breach of Clause 24.4 or any unlawful disclosure of Personal Data by or on behalf of the Client.

24.6 Universal Group may appoint subcontractors, consultants, cloud providers, hosting providers, software providers and other third-party service providers to assist in the provision of the Services, provided that such providers are subject to appropriate contractual obligations relating to the protection of Personal Data where required by law.

24.7 Universal Group may store, process, back up and transmit Personal Data using secure electronic systems, including cloud-based platforms, where reasonably necessary for the provision of the Services.

24.8 Universal Group shall not be responsible for any loss, corruption, unauthorised disclosure or security incident arising directly or indirectly from:

a) the Client’s own systems or devices;

b) third-party software, platforms or hosting providers selected or controlled by the Client;

c) weak passwords or inadequate access controls implemented by the Client;

d) malware, cyber-attacks or security incidents beyond Universal Group’s reasonable control; or

e) the Client’s failure to follow reasonable security advice provided by Universal Group.

24.9 The Client acknowledges that no electronic system can be guaranteed to be completely secure and accepts the inherent risks associated with the use of internet-based technologies.

24.10 Unless expressly agreed otherwise in writing, Universal Group shall not be responsible for acting as the Client’s Data Protection Officer or for providing legal advice regarding compliance with data protection legislation.

24.11 Universal Group may retain Personal Data after termination of the Agreement where reasonably necessary to:

a) comply with legal or regulatory obligations;

b) establish, exercise or defend legal claims;

c) comply with insurance, accounting or taxation requirements;

d) maintain business continuity and disaster recovery systems; or

e) otherwise comply with applicable law.

24.12 The obligations contained within this clause shall survive termination or expiry of the Agreement to the extent required by applicable law.

24.13 Third-Party Platform Compliance

The Client acknowledges that many Services provided by Universal Group rely upon third-party platforms, including but not limited to Google, Meta, Microsoft, LinkedIn, TikTok, hosting providers, domain registrars and email service providers. Universal Group shall not be responsible for any act, omission, policy change, suspension, account restriction, algorithm update, data breach or security incident affecting such third-party platforms that is outside Universal Group’s reasonable control.

25. Limitation of Liability

25.1 Nothing in these Terms and Conditions shall exclude or limit any liability which cannot lawfully be excluded or limited under the laws of England and Wales, including liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot lawfully be excluded or restricted.

25.2 Subject to Clause 25.1, Universal Group shall not be liable for any indirect, incidental, special, exemplary or consequential loss or damage suffered by the Client, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

25.3 Without limitation, Universal Group shall not be liable for:

a) loss of profits;

b) loss of revenue;

c) loss of business;

d) loss of contracts;

e) loss of anticipated savings;

f) loss of goodwill;

g) loss of opportunity;

h) loss of production;

i) loss of use;

j) loss or corruption of data;

k) business interruption;

l) loss arising from cyber-attacks;

m) reputational damage;

n) search engine ranking fluctuations;

o) changes to third-party algorithms;

p) suspension or removal of third-party accounts;

q) acts or omissions of third-party providers;

r) delays caused by third parties; or

s) any loss which was not reasonably foreseeable at the date the Agreement was entered into.

25.4 Universal Group shall not be liable for any loss arising directly or indirectly from:

a) inaccurate, incomplete or misleading information supplied by the Client;

b) delays caused by the Client;

c) failures of third-party software, hosting providers or platforms;

d) internet outages;

e) domain registry failures;

f) email delivery failures;

g) Force Majeure Events;

h) unauthorised access to the Client’s systems;

i) malware, viruses or cyber incidents beyond Universal Group’s reasonable control;

j) the Client’s failure to implement advice or recommendations provided by Universal Group.

25.5 The Client acknowledges that:

a) digital marketing results cannot be guaranteed;

b) search engine rankings are outside Universal Group’s control;

c) advertising platforms regularly amend their policies and algorithms;

d) website performance depends upon numerous third-party factors; and

e) the Client’s own actions may materially affect the success of the Services.

25.6 Where Universal Group provides estimates, projections, forecasts, opinions or recommendations, these are provided in good faith based upon information available at the time and shall not constitute guarantees of future performance or results.

25.7 Subject always to Clause 25.1, Universal Group’s aggregate liability arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:

a) the total Charges actually paid by the Client to Universal Group during the twelve (12) months immediately preceding the event giving rise to the claim; or

b) £10,000,

whichever is the lower. 

25.8 The Client acknowledges that the limitations contained within this clause are reasonable having regard to:

a) the nature of the Services;

b) the level of commercial risk assumed by Universal Group;

c) the availability of insurance;

d) the Charges payable under the Agreement; and

e) the allocation of commercial risk agreed between the parties.

25.9 Each limitation and exclusion contained within this clause shall operate independently. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

25.10 The rights contained within this clause shall survive termination, expiry, assignment or novation of the Agreement.

26. Indemnities

26.1 The Client shall indemnify, defend and keep indemnified Universal Group, its Holding Company, associated companies, directors, officers, employees, consultants, agents and subcontractors against all losses, liabilities, damages, costs, expenses, claims, demands, proceedings, fines, penalties, interest and legal costs (including those incurred on a full indemnity basis where recoverable) arising directly or indirectly from:

a) any breach of the Agreement by the Client;

b) any negligent, unlawful, fraudulent or dishonest act or omission of the Client;

c) any breach of applicable law by the Client;

d) any information, content, materials, images, logos, software or other data supplied by or on behalf of the Client which infringes the intellectual property or other rights of any third party;

e) any false, misleading or inaccurate information provided by the Client;

f) any claim brought against Universal Group arising from the Client’s products, services or business activities;

g) any unauthorised use of the Services or Deliverables by the Client;

h) any failure by the Client to obtain the licences, permissions, approvals or consents necessary for Universal Group to perform the Services; and

i) any act or omission of the Client which causes Universal Group to incur liability to a third party.

26.2 Where any third-party claim is made against Universal Group arising from the matters referred to in Clause 26.1, Universal Group may:

a) defend or settle the claim as it reasonably considers appropriate; and

b) recover from the Client all reasonable losses, damages, liabilities, settlements, legal costs and expenses arising from or connected with that claim.

26.3 The Client shall provide Universal Group with all reasonable assistance, information and documentation required in connection with any claim, investigation or proceedings arising under this clause.

26.4 The rights contained within this clause are cumulative and are in addition to any other contractual, statutory or common law rights or remedies available to Universal Group.

26.5 The indemnities contained within this clause shall survive the expiry, termination, assignment or novation of the Agreement.

27. Force Majeure

27.1 Universal Group shall not be liable for any delay, interruption, failure or inability to perform any obligation under the Agreement where such delay, interruption, failure or inability arises directly or indirectly from a Force Majeure Event.

27.2 Without limitation, a Force Majeure Event includes:

a) acts of God;

b) flood, fire, storm or other natural disaster;

c) epidemic or pandemic;

d) war, terrorism, civil unrest or riot;

e) industrial disputes, strikes or labour shortages;

f) interruption to utilities or telecommunications;

g) internet outages;

h) cyber-attacks, ransomware attacks or other malicious cyber incidents;

i) failures of cloud service providers, hosting providers or data centres;

j) failures of domain registrars or DNS providers;

k) failures or outages affecting Google, Microsoft, Meta, Amazon Web Services or any other third-party platform relied upon in the provision of the Services;

l) changes in legislation or regulatory requirements;

m) governmental action or restrictions;

n) shortages of labour, software, hardware or other essential resources;

o) acts or omissions of third-party suppliers beyond Universal Group’s reasonable control; and

p) any other event beyond the reasonable control of Universal Group.

27.3 During any Force Majeure Event, Universal Group’s obligations under the Agreement shall be suspended for the duration of the relevant event.

27.4 Universal Group shall use reasonable endeavours to minimise the effects of any Force Majeure Event and to resume performance of the Services as soon as reasonably practicable.

27.5 The occurrence of a Force Majeure Event shall not relieve the Client from its obligation to pay any Charges properly due under the Agreement, unless Universal Group expressly agrees otherwise in writing.

27.6 Universal Group shall not be liable for any loss, damage, delay, business interruption, loss of revenue, loss of profit, loss of data or any other consequence arising directly or indirectly from any Force Majeure Event.

27.7 If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents Universal Group from performing the Services, either party may terminate the affected Services by giving thirty (30) days’ written notice.

27.8 Termination under Clause 27.7 shall not affect:

a) any accrued rights or liabilities;

b) any outstanding Charges;

c) any payment obligations;

d) any rights of recovery; or

e) any provisions intended to survive termination.

28. Notices

28.1 Method of Service

28.1.1 Any notice, demand, request, consent, approval or other formal communication (“Notice”) given under or in connection with the Agreement shall be in writing.

28.1.2 A Notice may be served:

a) by personal delivery;

b) by First Class post;

c) by Royal Mail Special Delivery or Recorded Delivery;

d) by recognised courier;

e) by email;

f) via an electronic signature platform utilised by Universal Group;

g) via any secure customer portal or electronic platform operated by Universal Group; or

h) by any other method expressly agreed in writing between the parties.

28.2 Addresses for Service

28.2.1 Notices shall be served using the most recent postal address or email address notified by the receiving party or otherwise held by Universal Group within its business records.

28.2.2 The Client shall immediately notify Universal Group in writing of any change to its:

a) registered office;

b) principal place of business;

c) correspondence address;

d) email address;

e) telephone number; or

f) any other contact details relevant to the Agreement.

28.2.3 Until written notification of any such change has been received, Universal Group shall be entitled to rely upon the last known contact details held within its business records.

28.3 Deemed Service

28.3.1 Unless evidence to the contrary is produced, a Notice shall be deemed served:

a) if delivered personally, at the time of delivery;

b) if sent by First Class post, on the second Business Day after posting;

c) if sent by Royal Mail Special Delivery or Recorded Delivery, upon confirmation of delivery or, where delivery is refused or not accepted, upon the first attempted delivery;

d) if sent by recognised courier, upon confirmation of delivery;

e) if sent by email, at the time it leaves the sender’s mail server, provided that no automated delivery failure or bounce-back notification is received;

f) if uploaded to a secure customer portal or electronic platform, at the time it becomes available for the Client to access.

28.3.2 Where a Notice is served by more than one method simultaneously, the earliest date upon which the Notice is deemed served in accordance with this Clause shall prevail. 

28.4 Electronic Communications

28.4.1 The parties acknowledge and agree that email and other electronic communications constitute valid methods of serving Notices under this Agreement.

28.4.2 The Client shall ensure that its email systems, spam filters, firewalls and security settings permit the receipt of communications from Universal Group.

28.4.3 Universal Group shall not be responsible where any Notice is diverted to a spam, junk, quarantine or similar folder, blocked by the Client’s IT systems or otherwise not reviewed by the Client.

28.5 Obligation to Monitor Communications

28.5.1 The Client shall take all reasonable steps to ensure that Notices issued by Universal Group are capable of being received, monitored and acted upon promptly.

28.5.2 The Client shall not deliberately refuse delivery, ignore communications, fail to monitor nominated email addresses or otherwise seek to evade service of any Notice.

28.5.3 Any deliberate refusal, avoidance or failure to monitor communications shall not invalidate service where Universal Group has otherwise complied with this Clause.

28.6 Complaints and Formal Notices

28.6.1 A complaint submitted by the Client shall not constitute a Notice for the purposes of this Agreement unless it expressly states that it is intended to constitute a formal contractual or legal Notice.

28.6.2 All complaints shall be submitted and determined exclusively in accordance with Clause 38 (Complaints Procedure).

28.6.3 The submission of a complaint pursuant to Clause 38 shall not:

a) constitute notice of termination;

b) constitute notice of cancellation;

c) constitute notice of breach;

d) suspend the Agreement;

e) affect the due date for payment of any Charges;

f) prejudice any contractual or legal rights available to Universal Group; or

g) operate as a waiver of any provision of this Agreement.

28.7 Invalidity of Notices

28.7.1 A Notice shall not be invalid solely because:

a) it contains a minor clerical or typographical error;

b) it is sent to the last postal address or email address notified by the Client;

c) the Client refuses delivery;

d) the Client fails to read the Notice;

e) the Notice is redirected internally within the Client’s organisation; or

f) the Client deliberately avoids or delays receipt.

28.8 Survival

28.8.1 This Clause shall survive completion, expiry or termination of the Agreement to the extent necessary to give effect to any Notice served before or after termination.

29. General Provisions

29.1 Entire Agreement

This Agreement constitutes the entire agreement between Universal Group and the Client and supersedes all previous negotiations, discussions, correspondence, representations, understandings and agreements relating to its subject matter.

29.2 Reliance

The Client acknowledges that it has not relied upon any representation, statement, promise or warranty made by or on behalf of Universal Group other than those expressly set out in the Agreement.

29.3 Variation

No variation of the Agreement shall be effective unless made in accordance with Clause 6 or otherwise agreed in writing by a Director of Universal Group.

29.4 No Waiver

No failure or delay by Universal Group in exercising any right or remedy shall constitute a waiver of that right or remedy, nor shall any partial exercise prevent any further exercise of that or any other right.

29.5 Severability

If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the minimum extent necessary, be severed and the remaining provisions shall continue in full force and effect.

29.6 Cumulative Rights

The rights and remedies available to Universal Group under the Agreement are cumulative and are in addition to any rights or remedies available under statute, common law or equity.

29.7 No Partnership or Agency

Nothing contained within the Agreement shall create or be deemed to create any partnership, joint venture, employment relationship, fiduciary relationship or agency between the parties.

29.8 Assignment by the Client

The Client shall not assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under the Agreement without the prior written consent of Universal Group.

9.9 Third Party Rights

Except where expressly stated otherwise, a person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement.

29.10 Further Assurance

The Client shall execute all documents and do all acts reasonably required by Universal Group to give full effect to the Agreement.

29.11 Independent Legal Advice

The Client acknowledges that it has had the opportunity to obtain independent legal, financial and professional advice before entering into the Agreement.

29.12 Governing Law

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

29.13 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising out of or in connection with the Agreement.

29.14 Alternative Dispute Resolution

Before commencing court proceedings, the parties shall use reasonable endeavours to resolve any dispute through good faith discussions. Nothing in this clause shall prevent Universal Group from commencing debt recovery proceedings, applying for injunctive relief, seeking interim remedies or taking any urgent action necessary to protect its legitimate business interests.

29.15 Survival

Any provision of the Agreement which by its nature is intended to survive termination, expiry, assignment or novation shall continue in full force and effect.

29.16 Interpretation in Favour of Commercial Effectiveness

The parties agree that the provisions of this Agreement shall be interpreted so as to give effect to their commercial purpose and intentions wherever reasonably possible. If any provision is capable of more than one interpretation, the interpretation which most closely reflects the commercial purpose of the Agreement shall be preferred, provided that such interpretation is consistent with applicable law.

PART 2 – Service Specific Terms 

30. Hosting Services

30.1 Scope of Hosting Services

30.1.1 This Clause applies to all website hosting, cloud hosting, email hosting, server hosting, application hosting, managed hosting and any other hosting or infrastructure services supplied by Universal Group (“Hosting Services“).

30.1.2 Hosting Services shall be provided subject to these Terms and Conditions together with any Proposal, Quotation, Statement of Work, Order, Invoice or other contractual documentation forming part of the Agreement.

30.1.3 Unless expressly agreed otherwise in writing by a Director of Universal Group, all websites designed, developed or migrated by Universal Group shall be hosted by Universal Group throughout the applicable Minimum Term.

30.2 Third-Party Hosting Infrastructure

30.2.1 The Client acknowledges that Universal Group utilises professional third-party data centres, cloud infrastructure providers, hosting providers, network providers, software providers and other third-party infrastructure in the provision of the Hosting Services.

30.2.2 Universal Group shall use reasonable skill and care in selecting reputable third-party providers but shall not be responsible for any interruption, outage, delay, failure or reduction in service caused by any third-party infrastructure provider beyond Universal Group’s reasonable control.

30.2.3 Universal Group shall use reasonable endeavours to minimise disruption and to restore Hosting Services as soon as reasonably practicable following any third-party outage or failure.

30.3 Commencement of Hosting Services

30.3.1 Hosting Services shall commence on the Commencement Date or such other date as Universal Group notifies the Client in writing.

30.3.2 Hosting Charges shall become payable from the commencement of the Hosting Services irrespective of whether:

a) the Client has launched its website;

b) the Client has supplied all website content;

c) the Client has utilised the Hosting Services; or

d) the Client has delayed completion of any associated project.

30.3.3 Unless expressly stated otherwise in writing, Hosting Charges are separate from any Website Design, Development, Maintenance or Marketing Charges.

30.4 Hosting Charges

30.4.1 The Client shall pay all Hosting Charges in accordance with Clause 14 (Fees and Payment).

30.4.2 Hosting Charges include routine server-side administration and management only.

30.4.3 Unless expressly included within the Client’s Agreement, the following services shall constitute Additional Works and shall be chargeable at Universal Group’s prevailing rates:

a) website amendments;

b) website development;

c) software development;

d) content updates;

e) restoration work;

f) migration services;

g) malware removal;

h) emergency support;

i) third-party software configuration;

j) database repairs;

k) troubleshooting relating to the Client’s website rather than the hosting environment; and

l) any other work outside the scope of routine server management.

30.4.4 Unless otherwise expressly agreed in writing by a Director of Universal Group, all technical work relating to the Client’s website, including but not limited to website alterations, development, repairs, maintenance, troubleshooting and support outside the agreed scope of the Hosting Services, shall be charged at the Standard Hourly Rate, calculated in minimum billing units of 15 minutes. 

30.5 Minimum Hosting Term

30.5.1 Unless expressly agreed otherwise in writing, all Hosting Services are supplied subject to a Minimum Term of twenty-four (24) months.

30.5.2 The Client acknowledges that Universal Group incurs substantial infrastructure, licensing, software, staffing and supplier costs in reliance upon the agreed Minimum Term.

30.5.3 The Hosting Services shall continue after expiry of the Minimum Term on a rolling monthly basis until terminated in accordance with Clause 19 (Cancellation).

30.5.4 Early cancellation of Hosting Services shall not relieve the Client from its contractual obligations under Clauses 18 (Minimum Terms), 19 (Cancellation) and 20 (Termination).

30.6 Server Management

30.6.1 Universal Group shall use reasonable skill and care in managing the hosting environment under its direct control.

30.6.2 Routine server management includes, where applicable:

a) server monitoring;

b) operating system updates;

c) security updates;

d) server maintenance;

e) performance monitoring;

f) infrastructure management; and

g) reasonable server-side troubleshooting.

30.6.3 Universal Group shall not be responsible for issues arising from:

a) websites hosted on infrastructure not managed by Universal Group;

b) hosting services not supplied by Universal Group;

c) third-party modifications;

d) unsupported software;

e) Client alterations; or

f) any matter beyond Universal Group’s reasonable control.

30.7 Client Responsibilities

30.7.1 The Client shall:

a) provide Universal Group with all information, approvals, access credentials and assistance reasonably required to provide the Hosting Services;

b) maintain accurate and up-to-date contact details at all times;

c) ensure that all software, plugins, themes, applications and third-party integrations installed by or on behalf of the Client are lawfully licensed and maintained;

d) promptly notify Universal Group of any suspected security incident, unauthorised access or technical issue affecting the Hosting Services;

e) comply with all reasonable technical recommendations issued by Universal Group from time to time; and

f) ensure that the Hosting Services are not used for any unlawful, fraudulent, defamatory, offensive or malicious purpose.

30.7.2 The Client shall remain solely responsible for all content, data and materials uploaded to the hosted environment unless expressly agreed otherwise in writing.

30.7.3 Universal Group shall be entitled to rely upon all instructions received from any Authorised Representative in accordance with Clause 4 (Authority to Contract).

30.8 Website Maintenance

30.8.1 Unless expressly included within the Client’s Agreement, the provision of Hosting Services does not include website maintenance, website development, content updates, software development, bug fixing or technical support relating to the Client’s website.

30.8.2 Routine server-side maintenance is included within the Hosting Charges.

30.8.3 Website-related issues shall constitute Additional Works unless covered by a separate maintenance or development agreement and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing. 

30.8.4 Universal Group reserves the right to carry out planned maintenance where reasonably necessary to maintain the security, stability or performance of the Hosting Services.

30.8.5 Wherever reasonably practicable, planned maintenance shall be carried out outside normal business hours. However, Universal Group shall not be liable for any interruption reasonably required to perform essential maintenance.

30.9 SSL Certificates

30.9.1 All websites hosted by Universal Group shall maintain a valid Secure Sockets Layer (“SSL”) certificate throughout the period of hosting.

30.9.2 Universal Group may procure, install, renew and manage SSL certificates on behalf of the Client.

30.9.3 Unless expressly agreed otherwise in writing, the cost of any SSL certificate shall be payable by the Client in accordance with Universal Group’s prevailing price list.

30.9.4 Universal Group reserves the right to suspend access to any website where:

a) no valid SSL certificate exists;

b) the SSL certificate has expired;

c) the Client refuses to renew the SSL certificate; or

d) Universal Group reasonably believes continued operation would compromise the security of the website, server or other hosted environments.

30.9.5 The Client acknowledges that maintaining a valid SSL certificate is necessary to protect:

a) the Client’s website;

b) visitors to the website;

c) data transmitted through the website;

d) the hosting infrastructure; and

e) other websites hosted within the same environment.

30.10 Content Management Systems (CMS)

30.10.1 Where the Client has purchased a website incorporating a Content Management System (“CMS”), Universal Group shall provide the Client with the level of administrative access specified within the Agreement.

30.10.2 The Client may use the CMS to update website content within the permissions granted.

30.10.3 Universal Group accepts no responsibility for any defect, outage, loss, corruption or reduction in website performance arising directly or indirectly from:

a) changes made by the Client;

b) changes made by any third party authorised by the Client;

c) installation of third-party plugins, themes or software;

d) misuse of the CMS;

e) deletion or modification of website files; or

f) any other alteration not carried out by Universal Group.

30.10.4 Universal Group may rectify any issue referred to in Clause 30.10.3 as Additional Works chargeable in accordance with Clause 21 (Additional Works and Variations).

30.11 Website Alterations

30.11.1 Universal Group may carry out website alterations, enhancements, updates, repairs or modifications upon the Client’s request.

30.11.2 Unless expressly included within the Client’s Agreement, all website alterations shall constitute Additional Works.

30.11.3 Unless otherwise agreed in writing, Universal Group shall be entitled to charge the Standard Hourly Rate for all website alterations, enhancements, updates, repairs, modifications and other Additional Works. 

30.11.4 Universal Group shall not be obliged to commence any alteration until:

a) the scope of the work has been agreed;

b) any quotation has been accepted; and

c) any required advance payment has been received.

30.11.5 Universal Group shall not be liable for any delay arising from changes requested by the Client during the course of the Hosting Services.

30.12 Email Hosting

30.12.1 Where Email Hosting Services are provided by Universal Group, such services shall be supplied subject to this Clause and the remainder of the Agreement.

30.12.2 Unless expressly stated otherwise in writing, all email accounts are provided as an ancillary service to the Hosting Services and do not form a separate contracted service.

30.12.3 Universal Group reserves the right to determine the email platform, infrastructure, configuration and software used in providing the Email Hosting Services.

30.12.4 Universal Group may migrate the Client’s email services between hosting environments or providers where reasonably necessary for operational, security, performance or business reasons.

30.12.5 Universal Group shall use reasonable skill and care when carrying out any migration but shall not be liable for interruption, delay or temporary loss of service arising from any migration undertaken in accordance with this clause.

30.13 Email Storage and Fair Usage

30.13.1 Unless otherwise agreed in writing, each email mailbox includes 400MB of storage space.

30.13.2 The Client acknowledges that mailbox capacity will vary depending upon the size and type of emails stored.

30.13.3 The Client is responsible for monitoring mailbox capacity and ensuring that unnecessary emails are deleted or archived.

30.13.4 Universal Group shall not be responsible for:

a) rejected emails resulting from full mailboxes;

b) delayed delivery caused by mailbox capacity;

c) loss arising from failure to manage mailbox storage; or

d) corruption or deletion caused by the Client.

30.13.5 Additional mailbox storage may be purchased at Universal Group’s prevailing rates.

30.14 Email Security

30.14.1 Universal Group shall use reasonable endeavours to implement appropriate security measures for the Email Hosting Services.

30.14.2 The Client shall:

a) maintain secure passwords;

b) use multi-factor authentication where available;

c) keep login credentials confidential;

d) notify Universal Group immediately of any suspected unauthorised access.

30.14.3 Universal Group shall not be liable for any loss arising from compromised passwords, phishing attacks, malware, social engineering, credential theft or other security incidents not caused by Universal Group’s negligence.

30.15 Microsoft 365 and Third-Party Email Platforms

30.15.1 Universal Group may recommend or provide third-party email platforms including, but not limited to, Microsoft 365, Google Workspace or other enterprise email solutions.

30.15.2 Licence fees, subscription charges and third-party costs shall be payable by the Client in addition to the Hosting Charges unless expressly agreed otherwise in writing.

30.15.3 Universal Group shall not be liable for outages, policy changes, licensing changes or service interruptions affecting third-party email providers.

30.15.4 Universal Group may provide configuration, migration and support services relating to third-party email platforms as Additional Works chargeable at the Standard Hourly Rate, unless otherwise agreed in writing.

30.16 Domain Name Registration

30.16.1 Universal Group may register, transfer, manage, administer and renew domain names on behalf of the Client where instructed to do so.

30.16.2 Domain name registrations shall always remain subject to the terms and conditions of the relevant domain name registry and registrar.

30.16.3 Universal Group does not guarantee that any requested domain name will be available for registration.

30.16.4 The Client warrants that any domain name requested does not knowingly infringe the intellectual property rights or other legal rights of any third party.

30.16.5 The Client shall indemnify Universal Group against all claims, losses, liabilities, damages, costs and expenses arising from the registration or use of any domain name requested by or on behalf of the Client.

30.17 Domain Name Renewals

30.17.1 Unless otherwise agreed in writing, Universal Group shall use reasonable endeavours to renew all domain names managed by Universal Group before their expiry date.

30.17.2 Universal Group may automatically renew domain names unless and until the Client submits Universal Group’s prescribed online cancellation form in accordance with Clause 19 (Cancellation).

30.17.3 A separate cancellation request shall be required for each individual domain name.

30.17.4 Universal Group reserves the right not to renew any domain name where:

a) any invoice remains unpaid;

b) the Client is otherwise in breach of the Agreement;

c) Universal Group has not received sufficient renewal instructions or payment; or

d) continued renewal would expose Universal Group to legal, regulatory or commercial risk.

30.17.5 Renewal charges shall remain payable irrespective of whether the Client subsequently chooses to use the domain name.

30.18 DNS Management

30.18.1 Universal Group may manage Domain Name System (“DNS”) records where such services form part of the Agreement.

30.18.2 Universal Group shall use reasonable skill and care when making DNS changes but does not guarantee uninterrupted availability following any DNS modification.

30.18.3 The Client acknowledges that DNS changes may take time to propagate across the internet and that such propagation is outside Universal Group’s control.

30.18.4 Universal Group shall not be liable for any interruption, delay or loss arising from:

a) DNS propagation;

b) incorrect DNS information supplied by the Client;

c) changes made by the Client or third parties;

d) failures of registrars or registry operators; or

e) any matter beyond Universal Group’s reasonable control.

30.19 Domain Name Suspension and Disposal

30.19.1 Universal Group may suspend, refuse to transfer or otherwise restrict the management of any domain name where:

a) the Client has failed to pay any Charges due under the Agreement;

b) the Client has committed a material breach of the Agreement;

c) Universal Group is exercising a contractual lien or other legal right; or

d) Universal Group is required to do so by law or by the relevant registrar or registry.

30.19.2 Where the Client remains in persistent default following reasonable notice, Universal Group reserves the right, to the fullest extent permitted by law, to exercise its contractual rights in relation to the domain name, including applying its value towards outstanding sums owed by the Client, subject always to any applicable legal or regulatory requirements.

30.19.3 Any proceeds recovered in excess of the outstanding debt, together with any accrued interest, contractual charges, administration fees, legal costs and other sums properly due under the Agreement, shall be accounted for to the Client within a reasonable period.

30.20 Suspension of Hosting Services

30.20.1 Without prejudice to any other right or remedy available under the Agreement, Universal Group may immediately suspend any or all Hosting Services where:

a) any Charge remains unpaid after its due date;

b) the Client commits a Cross Default;

c) the Client breaches any provision of the Agreement;

d) Universal Group reasonably considers that continued hosting presents a security, technical, legal or reputational risk;

e) the Client uses the Hosting Services unlawfully or in breach of any applicable legislation;

f) the Client fails to maintain any licence, approval or subscription necessary for the operation of the hosted website; or

g) Universal Group is required to do so by law or by any third-party infrastructure provider.

30.20.2 Suspension may include, without limitation:

a) disabling access to the website;

b) suspending email services;

c) displaying a temporary holding or suspension page;

d) restricting access to hosting control panels;

e) disabling databases or applications;

f) suspending FTP, SFTP or other remote access; and

g) restricting any other Hosting Services.

30.20.3 Suspension shall not:

a) relieve the Client from its obligation to pay any Charges;

b) extend any contractual payment dates;

c) constitute a breach of the Agreement by Universal Group; or

d) entitle the Client to terminate the Agreement.

30.20.4 Universal Group reserves the right to require payment in full of all outstanding Charges, together with any applicable interest, administration charges and reinstatement costs, before restoring any suspended Hosting Services.

30.21 Backups and Disaster Recovery

30.21.1 Universal Group may, but is not obliged to, maintain routine backups of hosted data.

30.21.2 Unless expressly agreed otherwise in writing, backups are maintained for disaster recovery purposes only and are not intended to replace the Client’s own backup procedures.

30.21.3 The Client remains solely responsible for maintaining independent backups of all website content, databases, emails and other data.

30.21.4 Universal Group does not warrant that any backup will be available, complete or capable of restoration.

30.21.5 Any request to restore data from a backup shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

30.22 Security and Malware

30.22.1 Universal Group shall use reasonable skill and care in implementing appropriate security measures within the hosting environment.

30.22.2 Universal Group does not guarantee that any website, server or hosting environment will be immune from hacking, malware, ransomware, phishing, denial of service attacks or other cyber incidents.

30.22.3 The Client shall:

a) maintain secure passwords;

b) promptly install updates where responsible for doing so;

c) maintain valid software licences;

d) notify Universal Group immediately of any suspected security incident.

30.22.4 Universal Group may immediately isolate, suspend or restrict any website which it reasonably believes has become infected, compromised or otherwise presents a risk to the hosting environment.

30.22.5 Malware investigation, remediation, recovery and restoration shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

30.23 Website Migrations

30.23.1 Universal Group may migrate websites, databases, email services or other hosted environments where reasonably necessary.

30.23.2 Universal Group shall use reasonable skill and care when carrying out any migration but shall not be liable for temporary interruption, reduced performance or compatibility issues arising during the migration process.

30.23.3 Where the Client requests migration to or from another hosting provider, such work shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

30.23.4 Universal Group reserves the right to refuse any migration request until all Charges due under the Agreement have been paid in full.

30.24 Service Availability

30.24.1 Universal Group shall use reasonable endeavours to maintain the availability of the Hosting Services.

30.24.2 Universal Group does not guarantee uninterrupted or error-free operation of the Hosting Services.

30.24.3 Service interruptions may occur as a result of:

a) planned maintenance;

b) emergency maintenance;

c) third-party outages;

d) Force Majeure Events;

e) internet failures;

f) cyber incidents; or

g) any matter beyond Universal Group’s reasonable control.

30.24.4 Universal Group shall not be liable for any loss arising from any interruption or reduction in service caused by the matters referred to in Clause 30.24.3.

30.25 Termination of Hosting Services

30.25.1 Upon termination of the Hosting Services, Universal Group may:

a) suspend all hosting services;

b) disable access to hosted websites;

c) suspend email services;

d) remove hosted content from active servers;

e) terminate associated licences; and

f) take any other action reasonably necessary to conclude the Hosting Services.

30.25.2 Universal Group may permanently delete hosted data after the expiry of thirty (30) days following termination unless otherwise agreed in writing or required by law.

30.25.3 It is the Client’s responsibility to ensure that all websites, databases, emails and other data are retrieved before deletion.

30.25.4 Universal Group shall not be liable for any loss arising from the deletion of data after the expiry of the period referred to in Clause 30.25.2.

30.26 No Guarantee of Business Continuity: 

30.26.1 The Client acknowledges that the Hosting Services are provided as a commercial hosting solution and do not constitute a business continuity, disaster recovery or guaranteed availability service unless expressly agreed in writing.

30.26.2 The Client is responsible for implementing its own business continuity, disaster recovery and contingency arrangements appropriate to its business requirements.

30.27 Survival

30.27.1 The provisions of this Clause relating to payment, intellectual property, confidentiality, limitation of liability, indemnities, data protection, debt recovery and any other provision which by its nature is intended to survive termination shall continue in full force and effect notwithstanding the termination or expiry of the Hosting Services.

31. Website Design and Development

31.1 Scope of Website Design and Development Services

31.1.1 This Clause applies to all website design, website development, website redesign, software development, e-commerce development, landing pages, microsites, web applications, portal development and any related digital development services supplied by Universal Group (“Website Development Services“).

31.1.2 Universal Group shall provide the Website Development Services using reasonable skill and care and in accordance with the Agreement.

31.1.3 The precise scope of the Website Development Services shall be determined by the Proposal, Quotation, Statement of Work, Specification, Order, Invoice or other contractual documentation forming part of the Agreement.

31.1.4 Unless expressly agreed otherwise in writing, Universal Group shall determine the programming languages, frameworks, software, plugins, hosting environment, architecture, development methodology and technical solutions used in providing the Website Development Services.

31.2 Website Development Packages

31.2.1 Where the Client purchases a monthly Website Development Package, the Client purchases an allocation of development time each calendar month.

31.2.2 The monthly allocation represents development resources reserved exclusively for the Client and not merely time actually utilised.

31.2.3 The Client acknowledges that Universal Group allocates developers, designers, project managers and technical resources in reliance upon the agreed monthly allocation.

31.2.4 Unless otherwise agreed in writing, any unused development time may be carried forward for a maximum period of three (3) calendar months, after which it shall automatically expire without refund or credit.

31.2.5 Expiry of unused development time shall not affect the Client’s obligation to pay all Charges due under the Agreement.

31.2.6 Universal Group reserves the right to determine how development resources are scheduled and allocated.

31.3 Project Scope

31.3.1 Website Development Services are limited to the scope expressly agreed within the Proposal or other contractual documentation.

31.3.2 Any request falling outside the agreed scope shall constitute Additional Works under Clause 21.

31.3.3 Universal Group shall not be obliged to carry out additional work until the Client has accepted any revised quotation and, where requested, made any advance payment.

31.4 Development Process

31.4.1 Universal Group shall use reasonable endeavours to keep the Client informed of material progress throughout the project.

31.4.2 Universal Group may determine the order in which development tasks are completed.

31.4.3 Universal Group may utilise subcontractors, specialist developers, consultants, artificial intelligence tools, automation software or other appropriate resources in delivering the Website Development Services.

31.4.4 The Client acknowledges that website development is an iterative process and that designs, layouts, functionality and technical solutions may reasonably evolve during development.

31.5 Estimated Completion Dates

31.5.1 Any estimated completion date, launch date or milestone supplied by Universal Group is provided in good faith and represents an estimate only.

31.5.2 Time shall not be of the essence unless expressly agreed in writing by a Director.

31.5.3 Universal Group shall not be liable for delays arising from:

a) Client instructions;

b) delayed approvals;

c) changes to the project scope;

d) third-party suppliers;

e) hosting issues;

f) Force Majeure Events; or

g) any matter beyond Universal Group’s reasonable control.

31.6 Development Environment

31.6.1 Universal Group may develop websites within staging, testing or development environments before deployment to the live website.

31.6.2 The Client acknowledges that staging environments are intended solely for testing and may not reflect the final live environment.

31.6.3 Universal Group reserves the right to remove or replace staging environments following completion of the project.

31.7 Browser Compatibility

31.7.1 Unless expressly agreed otherwise in writing, Universal Group shall develop websites to be compatible with the latest stable versions of major web browsers current at the date of deployment.

31.7.2 Universal Group shall not be responsible for compatibility with obsolete browsers, unsupported devices or software modified by third parties after deployment.

31.8 Responsive Design

31.8.1 Where responsive design forms part of the Agreement, Universal Group shall use reasonable endeavours to optimise the website for desktop, tablet and mobile devices.

31.8.2 The Client acknowledges that visual appearance may reasonably vary between browsers, operating systems, screen resolutions and devices.

31.9 Client Content and Materials

31.9.1 Unless expressly agreed otherwise in writing, the Client shall be responsible for providing all content, text, images, logos, videos, branding, documents and other materials required for the Website Development Services.

31.9.2 The Client warrants that all materials supplied:

a) belong to the Client or are lawfully licensed;

b) do not infringe any third-party rights;

c) are lawful, accurate and not misleading; and

d) may lawfully be used by Universal Group in providing the Website Development Services.

31.9.3 Universal Group shall not be responsible for verifying the legal accuracy, ownership or suitability of any materials supplied by the Client.

31.9.4 Unless expressly included within the Agreement, copywriting, photography, videography, translation services, image sourcing and content creation shall constitute Additional Works.

31.9.5 The Client acknowledges that Website Development Charges remain payable irrespective of whether the Client has supplied the required content.

31.9.6 Delays caused by the Client in providing content shall not:

a) suspend the Agreement;

b) postpone payment obligations;

c) extend the Minimum Term; or

d) constitute a breach by Universal Group.

31.10 Client Instructions and Approvals

31.10.1 Universal Group shall be entitled to rely upon all instructions, approvals and decisions given by any Authorised Representative.

31.10.2 The Client shall respond to all reasonable requests for approvals, instructions or information within seven (7) days, unless otherwise agreed in writing.

31.10.3 Universal Group may continue scheduling resources and carrying out work whilst awaiting instructions where reasonably appropriate.

31.10.4 Where the Client fails to provide instructions within the period referred to in Clause 31.10.2, Universal Group may:

a) place the project on hold;

b) reschedule development resources;

c) charge for remobilisation of the project at the Standard Hourly Rate;

d) revise estimated completion dates; or

e) treat the relevant stage as approved where it is reasonable to do so

31.11 Revisions

31.11.1 Unless otherwise agreed in writing, each website project includes two (2) stages of revisions.

31.11.2 A revision stage consists of one consolidated set of comments submitted by the Client.

31.11.3 Multiple emails, piecemeal instructions or repeated amendments shall not constitute a single revision stage.

31.11.4 Additional revision stages shall constitute Additional Works and shall be charged at the Standard Hourly Rate unless otherwise agreed in writing.

31.11.5 The Client shall submit all revision requests in writing.

31.12 Approval of Development Stages

31.12.1 Universal Group shall provide the Client with the opportunity to review completed development stages where appropriate.

31.12.2 The Client shall notify Universal Group of any requested revisions within seven (7) days of receiving the relevant development stage.

31.12.3 Where no revisions are requested within seven (7) days, the relevant development stage shall be deemed approved.

31.12.4 Approval of a development stage shall constitute acceptance of all work completed within that stage.

31.13 Acceptance of the Website

31.13.1 The Website shall be deemed accepted upon the earliest of:

a) written confirmation by the Client;

b) the website going live with the Client’s authority;

c) the Client using the website for business purposes;

d) the expiry of seven (7) days after delivery without notification of material defects; or

e) payment of the final invoice.

31.13.2 Minor defects, cosmetic issues or matters not materially affecting the functionality of the Website shall not prevent acceptance.

31.13.3 Acceptance shall not affect Universal Group’s right to payment.

31.14 Delays Caused by the Client

31.14.1 Universal Group shall not be liable for any delay resulting from:

a) late instructions;

b) incomplete information;

c) changes to the project scope;

d) delayed approvals;

e) failure to provide content;

f) failure to provide access credentials;

g) failure to make payment; or

h) any other act or omission of the Client.

31.14.2 Where the Client causes a material delay exceeding thirty (30) consecutive days, including but not limited to failing to provide instructions, approvals, content, access credentials or any other information reasonably required to progress the Website Development Services, Universal Group may, at its absolute discretion:

a) place the project on hold;

b) reschedule or reallocate development resources;

c) invoice for all work completed to date;

d) charge reasonable remobilisation costs at the Standard Hourly Rate;

e) revise all estimated completion dates;

f) deem the Website Development Services to have been abandoned or discontinued by the Client and elect to treat such abandonment as a cancellation of the Agreement by the Client;

g) immediately issue a cancellation invoice and final invoice for all sums due under the Agreement, including all remaining staged payments due for the remainder of the applicable Minimum Term, together with any cancellation fees, administration charges, interest and any other sums properly due under the Agreement; and

h) exercise any other rights or remedies available under the Agreement or at law.

31.14.3 Where the Proposal, Quotation, Order or other contractual documentation does not expressly specify the contractual term by completion of the relevant section or field, the Client acknowledges and agrees that the Agreement shall be deemed to have been entered into for Universal Group’s standard contractual Minimum Term of five (5) years, unless otherwise expressly agreed in writing by a Director of Universal Group before the Commencement Date.

31.14.4 The Client acknowledges that Universal Group allocates personnel, development resources, project schedules and commercial capacity in reliance upon the agreed contractual term. The issue of a cancellation invoice or final invoice under this Clause shall not constitute a penalty but represents the accelerated recovery of the contractual Charges properly due under the Agreement following the Client’s abandonment, repudiation or cancellation of the Website Development Services.

31.15 Intellectual Property and Copyright

31.15.1 All Intellectual Property Rights arising out of or in connection with the Website Development Services shall remain vested in Universal Group unless expressly assigned in writing by a Director of Universal Group.

31.15.2 Nothing in this Agreement shall transfer ownership of any Intellectual Property Rights until Universal Group has received payment in full of:

a) all invoices;

b) all staged payments;

c) all cancellation charges;

d) all administration charges;

e) all interest; and

f) all other sums due under the Agreement.

31.15.3 Until ownership transfers in accordance with Clause 31.15.2, the Client is granted only a limited, non-exclusive, non-transferable and revocable licence to use the Website solely in accordance with this Agreement.

31.15.4 Universal Group retains ownership of all:

a) source code;

b) development frameworks;

c) software libraries;

d) design concepts;

e) templates;

f) graphics;

g) databases;

h) workflows;

i) AI-generated materials;

j) development methodologies; and

k) all other Intellectual Property Rights not expressly assigned in writing.

31.16 Website Credits

31.16.1 Unless otherwise agreed in writing, every website developed by Universal Group shall contain a footer credit stating:

“Website Designed & Built by Universal Web Design.”

31.16.2 Universal Group may include a hyperlink within that footer directing visitors to a website nominated by Universal Group.

31.16.3 The footer credit forms part of the commercial consideration for the Website Development Services and shall not be removed, altered, obscured or disabled without Universal Group’s prior written consent.

31.16.4 Removal of the footer credit without consent shall constitute:

a) a material breach of the Agreement;

b) an infringement of Universal Group’s Intellectual Property Rights; and

c) acceptance by the Client of the Footer Credit Removal Fee referred to in Clause 31.16.5.

31.16.5 The Client may request removal of the footer credit upon payment of the Footer Credit Removal Fee, being £3,000.00 plus VAT, payable in cleared funds prior to its removal.

31.16.6 Universal Group reserves the right to refuse removal of the footer credit until all sums due under the Agreement have been paid in full.

31.17 Ownership and Transfer

31.17.1 Ownership of the Website, Deliverables and associated materials shall not transfer to the Client until all contractual obligations have been fully performed and all Charges have been paid in full.

31.17.2 Where the Client:

a) cancels the Agreement;

b) abandons the project;

c) repudiates the Agreement;

d) fails to make payment; or

e) otherwise commits a material breach,

Universal Group may immediately revoke any licence granted to the Client and exercise its rights under Clauses 20 (Termination), 22 (Intellectual Property Rights) and 26 (Indemnities).

31.17.3 Universal Group shall not be obliged to release:

a) source code;

b) design files;

c) databases;

d) editable artwork;

e) development files;

f) administrative credentials; or

g) any other proprietary materials,

until all sums due under the Agreement have been paid in full.

31.18 Portfolio Rights

31.18.1 Universal Group may use screenshots, images, descriptions, branding, logos and other non-confidential elements of the completed Website for its portfolio, marketing, social media, case studies, award submissions and promotional activities.

31.18.2 The Client grants Universal Group a perpetual, royalty-free licence to reproduce the completed Website for the purposes referred to in Clause 31.18.1.

31.18.3 Universal Group shall not disclose the Client’s Confidential Information when exercising its rights under this clause.

31.19 Website Launch

31.19.1 Universal Group shall deploy the Website to the live hosting environment upon:

a) completion of the agreed Website Development Services;

b) receipt of all required approvals from the Client;

c) payment of all sums due at that stage of the Agreement; and

d) satisfaction of any other reasonable pre-launch requirements notified to the Client.

31.19.2 Universal Group shall not be responsible for any delay in launching the Website caused by:

a) delayed approvals;

b) outstanding payments;

c) incomplete content;

d) failure to provide access credentials;

e) third-party providers; or

f) any act or omission of the Client.

31.19.3 Where the Client requests that launch be delayed after the Website is ready for deployment, the Website shall be deemed complete for the purposes of invoicing and payment.

31.20 Post-Launch Warranty

31.20.1 Universal Group warrants that, upon launch, the Website shall substantially perform in accordance with the agreed Specification.

31.20.2 Universal Group shall rectify, within a reasonable time and without additional charge, any reproducible programming defect directly caused by Universal Group and notified within thirty (30) days of the Website going live.

31.20.3 For the purposes of this Agreement, a Programming Defect means a failure of the Website to perform substantially in accordance with the agreed Specification due solely to an error in Universal Group’s coding.

31.20.4 The following shall not constitute Programming Defects:

a) changes requested by the Client;

b) browser updates released after deployment;

c) third-party software updates;

d) plugin incompatibilities outside Universal Group’s control;

e) hosting outages;

f) search engine behaviour;

g) design preferences;

h) user error;

i) content changes made by the Client;

j) alterations carried out by third parties.

31.21 Post-Launch Support 

31.21.1 Unless expressly included within the Agreement, Website Development Services do not include ongoing support or maintenance following launch.

31.21.2 Universal Group may provide post-launch support as:

a) Additional Works;

b) a Website Maintenance Agreement; or

c) any other support package offered by Universal Group.

31.21.3 Unless otherwise agreed in writing, post-launch support shall be charged at the Standard Hourly Rate.

31.22 Third-Party Software and Integrations

31.22.1 Universal Group may install or integrate third-party software, plugins, themes, APIs or other software components where reasonably necessary.

31.22.2 Universal Group gives no warranty regarding the continued availability, compatibility, licensing or support of any third-party software.

31.22.3 Universal Group shall not be liable for any loss arising from:

a) updates;

b) discontinuation;

c) licensing changes;

d) incompatibility;

e) security vulnerabilities; or

f) withdrawal of support,

by any third-party software provider.

31.22.4 Any remedial work arising from third-party software shall constitute Additional Works chargeable at the Standard Hourly Rate, unless otherwise agreed in writing.

31.23 Accessibility

31.23.1 Unless expressly agreed in writing, Universal Group does not warrant that the Website will comply with any particular accessibility standard, including WCAG requirements.

31.23.2 Where accessibility compliance forms part of the agreed Specification, Universal Group shall use reasonable skill and care to develop the Website accordingly.

31.24 Search Engine Indexing

31.24.1 Universal Group shall use reasonable endeavours to ensure that the Website is capable of being indexed by major search engines upon deployment.

31.24.2 Universal Group gives no guarantee:

a) that the Website will be indexed;

b) when indexing will occur;

c) where the Website will rank; or

d) that indexing will generate enquiries, sales or revenue.

31.24.3 Search engine optimisation services are governed exclusively by Clause 33 (Search Engine Optimisation (SEO)) 

31.25 Website Performance

31.25.1 Universal Group shall use reasonable skill and care to optimise the Website in accordance with the agreed Specification.

31.25.2 Website speed and performance may be affected by factors beyond Universal Group’s reasonable control, including:

a) hosting environments;

b) internet connectivity;

c) third-party software;

d) browser updates;

e) user devices;

f) content uploaded by the Client; and

g) external services.

31.25.3 Universal Group gives no guarantee that any particular speed score, performance metric or third-party audit score will be achieved or maintained unless expressly agreed in writing.

31.26 Open Source Software

31.26.1 Universal Group may incorporate open source software, frameworks, libraries, plugins or other third-party components into the Website where it reasonably considers this appropriate.

31.26.2 The Client acknowledges that such software may be subject to separate licence terms imposed by the relevant software provider, and the Client agrees to comply with those licence terms where applicable.

31.26.3 Universal Group shall not be liable for any defect, vulnerability, incompatibility, discontinuation, withdrawal of support or licensing change affecting any open source software or third-party component which is outside Universal Group’s reasonable control.

31.26.4 Universal Group reserves the right to replace, remove or upgrade any open source component where reasonably necessary for security, compatibility, legal or operational reasons.

31.27 Survival

31.27.1 The provisions of this Clause relating to payment, Intellectual Property Rights, warranties, indemnities, confidentiality, data protection, limitation of liability and any other provision which by its nature is intended to survive completion, expiry or termination of the Website Development Services shall continue in full force and effect.

32. Social Media Management

32.1 Scope of Services

32.1.1 This Clause applies to all social media management, content creation, content scheduling, publishing, account management, community management, profile optimisation, social media advertising support and related services supplied by Universal Group (“Social Media Services“).

32.1.2 The scope of the Social Media Services shall be determined by the Proposal, Quotation, Statement of Work, Order, Invoice or other contractual documentation forming part of the Agreement.

32.1.3 Universal Group shall use reasonable skill and care in providing the Social Media Services.

32.2 Account Access

32.2.1 The Client shall provide Universal Group with all usernames, passwords, permissions, authentication methods and administrative access reasonably required to provide the Social Media Services.

32.2.2 Where the Client fails to provide the required access, Universal Group may:

a) postpone the commencement of the Social Media Services;

b) create replacement business accounts where reasonably appropriate;

c) invoice for all Services in accordance with the Agreement notwithstanding the delay; and

d) exercise any other contractual remedies available under the Agreement.

32.2.3 Failure to provide access shall not suspend, cancel or otherwise affect the Client’s payment obligations.

32.3 Existing Social Media Accounts

32.3.1 Where reasonably requested by Universal Group, the Client shall provide access to its existing social media accounts.

32.3.2 Where the Client does not have an appropriate business account, or refuses or fails to provide the necessary access, Universal Group may establish replacement accounts in the Client’s name or on the Client’s behalf where reasonably necessary to perform the Social Media Services.

32.3.3 Universal Group shall not be liable for any delay resulting from the Client’s failure to provide the required account access.

32.4 Content Creation

32.4.1 Universal Group shall create social media content using reasonable skill and care.

32.4.2 Unless expressly agreed otherwise in writing, the Client is responsible for supplying:

a) branding;

b) logos;

c) product information;

d) pricing;

e) promotions;

f) photographs;

g) videos; and

h) any other information required to create content.

32.4.3 Universal Group may use AI-assisted tools, stock imagery, licensed content and third-party creative software where appropriate, provided that the resulting content complies with the agreed project scope.

32.5 Client Approval

32.5.1 Universal Group may submit proposed social media content to the Client for approval before publication.

32.5.2 The Client shall approve or reject submitted content within seven (7) days.

32.5.3 Where no response is received within seven (7) days, Universal Group may, at its discretion:

a) treat the content as approved;

b) continue requesting approval; or

c) revise the publishing schedule.

32.5.4 Failure by the Client to provide approval shall not:

a) suspend the Agreement;

b) affect the Minimum Term;

c) relieve the Client of its payment obligations; or

d) constitute a breach by Universal Group.

32.6 Client-Supplied Content

32.6.1 Where the Client rejects content prepared by Universal Group, the Client may provide replacement content for publication.

32.6.2 The Client warrants that all replacement content complies with applicable laws and does not infringe the rights of any third party.

32.6.3 Universal Group shall not be responsible for verifying the accuracy or legality of Client-supplied content.

32.7 Publishing Schedule

32.7.1 Universal Group shall use reasonable endeavours to publish social media content in accordance with the agreed schedule.

32.7.2 Publishing times are estimates only and may reasonably vary due to:

a) platform availability;

b) technical issues;

c) third-party scheduling software;

d) Force Majeure Events; or

e) any other matter beyond Universal Group’s reasonable control.

32.8 Social Media Platforms

32.8.1 The Client acknowledges that all social media platforms are owned and operated by independent third parties over which Universal Group has no control.

32.8.2 Universal Group shall not be responsible for any act, omission, policy, decision or technical issue arising from any social media platform.

32.8.3 The Client acknowledges that social media platforms may, without notice:

a) suspend accounts;

b) remove posts;

c) restrict content;

d) change algorithms;

e) modify advertising policies;

f) alter account functionality;

g) disable features; or

h) permanently close accounts.

32.8.4 Universal Group shall not be liable for any loss arising directly or indirectly from any action taken by a social media platform.

32.9 Publication, Frequency and Scheduling of Posts

32.9.1 Universal Group shall use reasonable endeavours to publish the number of social media posts included within the Client’s agreed Social Media Services package during the applicable service period.

32.9.2 Unless expressly agreed otherwise in writing, any number of posts specified within a Proposal, Quotation, Order, Invoice or other contractual documentation represents the total maximum number of posts included within the relevant service period and does not constitute an obligation to publish a particular number of posts on any individual day, week or month.

32.9.3 Unless expressly agreed otherwise in writing by a Director of Universal Group, the maximum publication frequency included within any standard Social Media Services package shall be one (1) post per calendar day per Client.

32.9.4 Accordingly, where, by way of example, a Client purchases a package comprising ninety (90) posts over a ninety (90) day period, the maximum contractual publication frequency shall be one (1) post per day. Nothing within such a package shall entitle the Client to require multiple posts to be published on the same day in order to accelerate, front-load or otherwise alter the agreed delivery of the Services.

32.9.5 The actual frequency and timing of publication may vary according to:

a) the Client’s requirements and instructions;

b) the nature of the Client’s business;

c) the agreed marketing strategy;

d) the availability and suitability of content;

e) Client approvals;

f) seasonal or promotional requirements;

g) the requirements, functionality or restrictions of the relevant social media platform;

h) reasonable scheduling and resource allocation by Universal Group; and

i) any other operational or marketing consideration which Universal Group reasonably considers relevant.

32.9.6 Accordingly, posts may be published daily, every other day, on selected days of the week or at such other reasonable intervals as may be discussed or agreed with the Client or determined by Universal Group in accordance with the agreed Social Media Services.

32.9.7 The Client acknowledges and agrees that Universal Group provides Social Media Services to a substantial portfolio of clients and allocates content creators, account managers, designers, marketing personnel, software, scheduling facilities and other resources across its client base. The Charges payable by the Client reflect the level of resources allocated to the Client’s particular package and do not provide the Client with unlimited or exclusive access to Universal Group’s personnel or resources.

32.9.8 Universal Group shall use reasonable endeavours to manage the Client’s expectations regarding publication frequency, scheduling, content production and delivery. The Client acknowledges that reasonable scheduling and resource allocation are necessary for Universal Group to provide its Services efficiently across its client portfolio.

32.9.9 Unless expressly agreed otherwise in writing, the Client shall not be entitled to require:

a) more than one (1) post per calendar day;

b) the publication of accumulated posts on consecutive days or multiple posts on the same day;

c) immediate or same-day creation or publication of content;

d) priority over other clients of Universal Group;

e) publication at a particular hour or minute;

f) unlimited amendments, revisions or replacement content; or

g) any level of publication or resource allocation exceeding that included within the Client’s agreed package.

Any such requirement may, at Universal Group’s discretion assessed on a Client by Client basis, shall constitute as Additional Works and be charged in accordance with Clause 21.

32.9.10 Where the Client requests, agrees to or acquiesces in a publication schedule involving fewer than one (1) post per day, including publication every other day or on selected days, that scheduling arrangement shall not constitute a failure by Universal Group to perform the Social Media Services provided that Universal Group continues to use reasonable endeavours to deliver the agreed package in accordance with the Agreement.

32.9.11 Where a scheduled post is not published due to an error attributable to Universal Group, Universal Group may, at its discretion:

a) publish the missed post;

b) publish a replacement post;

c) reschedule the post; or

d) provide an equivalent replacement.

32.9.12 Any missing post must be reported by the Client within forty-eight (48) hours of its scheduled publication.

32.9.13 Universal Group shall not be responsible for missing, delayed or rescheduled posts resulting from:

a) platform outages;

b) third-party scheduling software;

c) account restrictions;

d) deletion by the Client;

e) deletion by the platform;

f) changes made by third parties;

g) delayed Client instructions or approvals;

h) failure by the Client to provide content, information, access or materials;

i) circumstances requiring reasonable rescheduling of content; or

j) any event beyond Universal Group’s reasonable control.

32.9.14 For the avoidance of doubt, the Client’s dissatisfaction with the frequency or timing of publication shall not of itself constitute a breach of the Agreement where Universal Group has provided, or remains ready and willing to provide, the Social Media Services within the scope, limits and scheduling arrangements applicable to the Client’s package.

32.10 Engagement and Performance

32.10.1 Universal Group does not guarantee:

a) followers;

b) likes;

c) comments;

d) shares;

e) impressions;

f) reach;

g) enquiries;

h) leads;

i) sales; or

j) revenue.

32.10.2 The Client acknowledges that social media performance depends upon numerous factors beyond Universal Group’s reasonable control, including:

a) platform algorithms;

b) audience behaviour;

c) competition;

d) market conditions;

e) seasonal trends;

f) advertising budgets; and

g) the quality of the Client’s products and services.

32.11 Third-Party Software

32.11.1 Universal Group may use third-party scheduling platforms, content management systems, AI-assisted software, analytics tools and automation software in providing the Social Media Services.

32.11.2 Universal Group shall not be liable for outages, failures, delays, policy changes or discontinuation affecting any third-party software provider.

32.12 Client Interaction

32.12.1 Unless expressly agreed otherwise in writing, Universal Group is not responsible for responding to:

a) private messages;

b) customer enquiries;

c) complaints;

d) reviews;

e) comments; or

f) other user-generated interactions.

32.12.2 Where community management forms part of the Agreement, Universal Group shall respond using reasonable skill and care in accordance with the agreed scope of services.

32.13 Intellectual Property

32.13.1 All Intellectual Property Rights in content created by Universal Group shall remain governed by Clause 22 of this Agreement.

32.13.2 The Client warrants that all materials supplied for publication:

a) belong to the Client or are lawfully licensed;

b) do not infringe any third-party rights;

c) comply with applicable law.

32.14 Reporting

32.14.1 Where reporting forms part of the Agreement, Universal Group shall provide reports at such intervals as specified within the Proposal or Statement of Work.

32.14.2 Reports are provided for information only and do not constitute guarantees of future performance.

32.15 Suspension and Termination

32.15.1 Universal Group may suspend the Social Media Services in accordance with Clauses 17 and 20 of this Agreement.

32.15.2 Upon termination, Universal Group shall cease providing the Social Media Services and may revoke access to any software, scheduling platforms or other systems owned or licensed by Universal Group.

32.15.3 Client Abandonment and Deemed Cancellation

Where, for a continuous period of three (3) calendar months, the Client:

a) fails to communicate with Universal Group or respond to reasonable requests for instructions;

b) fails to provide approvals, content, information, materials, access credentials or other cooperation reasonably required for the provision of the Social Media Services;

c) fails to make any payment due under the Agreement;

d) removes, restricts or fails to provide the access reasonably required by Universal Group to perform the Social Media Services; or

e) otherwise ceases to engage with Universal Group in circumstances which reasonably indicate that the Client has abandoned or discontinued the Social Media Services,

Universal Group may, at its discretion, deem the relevant Social Media Services to have been abandoned and cancelled by the Client.

32.15.4 Where Universal Group exercises its right under Clause 32.15.3, the deemed cancellation shall constitute cancellation by the Client before expiry of the Minimum Term and shall be subject to all contractual consequences of early cancellation under this Agreement.

32.15.5 Upon such deemed cancellation, Universal Group shall be entitled to issue a cancellation and final invoice for all sums then due under the Agreement, including, where applicable:

a) all outstanding invoices and Charges;

b) all Charges remaining payable for the unexpired balance of the Minimum Term;

c) any applicable cancellation fee;

d) administration charges;

e) Additional Works;

f) contractual and/or statutory interest;

g) statutory compensation and reasonable debt recovery costs where applicable; and

h) any other sums properly due under the Agreement.

32.15.6 The Client acknowledges that its failure to communicate, provide instructions, cooperate with Universal Group or make payment does not suspend the Agreement, pause or extend the Minimum Term, relieve the Client of its payment obligations or prevent Charges from continuing to accrue during the relevant three-month period.

32.15.7 Universal Group shall not be required to continue indefinitely reserving personnel, content production capacity, account-management resources, scheduling capacity or other resources for a Client who has ceased communicating, cooperating or making payment.

32.15.8 The issue of a cancellation or final invoice pursuant to this Clause shall not constitute a penalty but shall represent Universal Group’s claim for contractual Charges and other sums falling due as a consequence of the Client’s abandonment, repudiation or early cancellation of the relevant Services, subject always to applicable law.

32.15.9 Universal Group’s decision not to exercise its rights immediately upon expiry of the three-month period shall not constitute a waiver of those rights. Universal Group may continue to seek performance or payment and may exercise its rights under this Clause at any subsequent time in accordance with the Agreement.

32.16 Account Ownership and Handover

32.16.1 The ownership of any social media account shall be determined by the party in whose name the account was originally created, unless otherwise expressly agreed in writing.

32.16.2 Where Universal Group creates a new social media account on behalf of the Client, the account shall be deemed to have been created for the benefit of the Client, subject always to the Client complying with all of its contractual obligations under the Agreement.

32.16.3 Universal Group may retain administrative access to any social media account throughout the duration of the Agreement where reasonably necessary to perform the Social Media Services.

32.16.4 Upon termination of the Agreement and subject to the Client having discharged all outstanding contractual obligations, including payment of all Charges, Universal Group shall use reasonable endeavours to transfer administrative control of the relevant social media accounts to the Client or its nominated representative.

32.16.5 Universal Group shall not be obliged to transfer, release or surrender any:

a) account ownership;

b) administrator access;

c) business manager access;

d) advertising account;

e) page ownership;

f) login credentials;

g) authentication methods; or

h) any other access rights,

until all sums due under the Agreement have been paid in full.

32.16.6 Any assistance requested by the Client relating to the migration, transfer or reconfiguration of social media accounts following termination shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

32.16.7 Universal Group shall not be responsible for any interruption, loss of data, loss of followers, loss of content, loss of advertising history, reduction in functionality or any other issue arising from the transfer of any social media account to the Client or to any third party.

32.16.8 The Client shall indemnify Universal Group against any claim arising from the Client’s continued use, management or operation of any social media account following its transfer.

32.16.9 Where the Client fails to take reasonable steps to accept the transfer of any social media account within thirty (30) days of being invited to do so by Universal Group, Universal Group may, upon giving reasonable written notice, relinquish its administrative access and shall have no further responsibility whatsoever for the management, security or operation of that account.

32.16.10 Nothing in this Clause shall require Universal Group to transfer ownership of any proprietary software, licences, scheduling platforms, templates, creative assets, AI workflows, internal systems or other Intellectual Property Rights belonging to Universal Group, which shall remain governed by Clause 22 (Intellectual Property Rights).

32.17 Survival

32.17.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

33. Search Engine Optimisation (SEO)

33.1 Scope of SEO Services

33.1.1 This Clause applies to all Search Engine Optimisation (“SEO”) services supplied by Universal Group.

33.1.2 SEO Services may include, without limitation:

a) keyword research;

b) technical SEO;

c) on-page optimisation;

d) off-page optimisation;

e) metadata optimisation;

f) content optimisation;

g) image optimisation;

h) mobile optimisation;

i) page speed recommendations;

j) structured data implementation;

k) internal linking;

l) backlink strategy;

m) local SEO;

n) Google Business Profile optimisation; and

o) any other SEO services specified in the Agreement.

33.1.3 The precise scope of the SEO Services shall be determined by the Proposal, Quotation, Statement of Work, Order or other contractual documentation.

33.2 Client Access and Cooperation

33.2.1 The Client shall provide Universal Group with all access credentials, permissions and information reasonably required to perform the SEO Services.

33.2.2 Such access may include, without limitation:

a) website administration;

b) hosting;

c) FTP/SFTP;

d) Google Search Console;

e) Google Analytics;

f) Google Tag Manager;

g) Google Business Profile;

h) CMS access; and

i) any other platform reasonably required.

33.2.3 Failure by the Client to provide the required access shall not suspend the Agreement, affect the Minimum Term or relieve the Client of its payment obligations.

33.2.4 Universal Group shall not be liable for delays resulting from the Client’s failure to provide the necessary access or information.

33.3 Commencement of SEO Services

33.3.1 Universal Group may commence SEO Services immediately upon the Commencement Date.

33.3.2 The Client acknowledges that substantial elements of SEO work are undertaken away from the Website and may not be immediately visible.

33.3.3 Universal Group may commence:

a) keyword research;

b) competitor analysis;

c) technical audits;

d) strategy development;

e) content planning;

f) backlink analysis; and

g) other preparatory work,

before receiving full access to the Website where reasonably practicable.

33.4 Nature of SEO

33.4.1 The Client acknowledges that SEO is an ongoing, organic marketing process and that results may take several weeks or months to become apparent.

33.4.2 Universal Group does not guarantee:

a) first-page rankings;

b) first-position rankings;

c) specific keyword rankings;

d) increased website traffic;

e) enquiries;

f) leads;

g) sales;

h) revenue; or

i) any other commercial outcome.

33.4.3 SEO performance depends upon numerous factors beyond Universal Group’s reasonable control, including:

a) search engine algorithms;

b) competitor activity;

c) market conditions;

d) the quality of the Client’s products and services;

e) the Client’s reputation;

f) the Client’s website;

g) third-party software; and

h) changes made by the Client or third parties.

33.5 Search Engine Algorithms

33.5.1 Search engines regularly modify their algorithms, ranking factors and indexing methodologies.

33.5.2 Universal Group shall not be liable for any reduction in rankings, traffic or visibility resulting from algorithm updates or changes implemented by search engines.

33.5.3 Universal Group may amend its SEO methodology at any time where reasonably necessary to respond to changes in search engine practices.

33.6 SEO Reports

33.6.1 Where included within the Agreement, Universal Group shall provide SEO reports at the agreed intervals.

33.6.2 Reports are provided for information only and shall not constitute guarantees of future performance.

33.6.3 The Client acknowledges that rankings, traffic and visibility may fluctuate naturally between reporting periods.

33.7 Client Responsibilities

33.7.1 The Client shall:

a) provide all information reasonably requested by Universal Group;

b) promptly approve recommendations where required;

c) maintain lawful ownership or authority over all websites and online assets;

d) promptly implement any recommendations allocated to the Client under the agreed scope of services; and

e) notify Universal Group of any material changes affecting the Website or the Client’s business.

33.7.2 Universal Group shall not be liable for any reduction in SEO performance resulting from the Client’s failure to comply with this Clause.

33.8 Website Changes

33.8.1 Universal Group shall not be responsible for any deterioration in search engine performance arising from:

a) alterations made by the Client;

b) alterations made by third parties;

c) changes to website structure;

d) removal of SEO content;

e) deletion of metadata;

f) hosting changes;

g) website redesigns; or

h) software updates outside Universal Group’s control.

33.8.2 Any remedial work required as a consequence of such changes shall constitute Additional Works chargeable under Clause 21.

33.9 Google Penalties and Manual Actions

33.9.1 Universal Group gives no guarantee that the Client’s Website will never receive:

a) algorithmic ranking reductions;

b) manual actions;

c) search engine penalties;

d) de-indexing;

e) spam classifications; or

f) other enforcement action.

33.9.2 Universal Group shall not be liable where any such action arises from circumstances beyond its reasonable control.

33.10 Backlinks and Third-Party Websites

33.10.1 Universal Group may recommend, acquire or develop backlinks where reasonably appropriate.

33.10.2 Universal Group shall not be liable where third-party websites subsequently:

a) remove backlinks;

b) cease trading;

c) modify their content;

d) become unavailable; or

e) adversely affect search rankings.

33.11 AI and Content Optimisation

33.11.1 Universal Group may utilise artificial intelligence, machine learning, automation software and other emerging technologies in preparing SEO content, keyword analysis, metadata, reporting and optimisation strategies.

33.11.2 Universal Group shall use reasonable skill and care in reviewing AI-assisted outputs but does not warrant that such outputs will be entirely free from factual inaccuracies or require no amendment.

33.11.3 All optimisation methodologies, AI prompts, workflows and proprietary SEO processes shall remain the Intellectual Property of Universal Group.

33.12 Local SEO and Google Business Profile

33.12.1 Where Local SEO forms part of the Agreement, Universal Group may assist with optimisation of the Client’s Google Business Profile and other online directory listings.

33.12.2 Universal Group shall not be responsible for:

a) verification delays;

b) profile suspensions;

c) policy changes;

d) review removals;

e) account restrictions; or

f) decisions made by Google or any other directory provider.

33.13 SEO Performance

33.13.1 Universal Group shall use reasonable skill and care in performing the SEO Services but gives no warranty that any particular search engine position or level of traffic will be achieved or maintained.

33.13.2 Historic rankings shall not constitute a representation that future rankings will remain the same.

33.14 Competitor Activity

33.14.1 Universal Group shall not be liable for any reduction in rankings, traffic or visibility resulting from competitor activity, including:

a) increased marketing expenditure;

b) competitor SEO strategies;

c) new market entrants;

d) changes in consumer behaviour; or

e) any other competitive activity.

33.15 Suspension and Termination

33.15.1 Universal Group may suspend the SEO Services in accordance with Clauses 17 and 20 of this Agreement.

33.15.2 Universal Group may immediately suspend the SEO Services where:

a) any Charges remain unpaid;

b) the Client breaches this Agreement;

c) the Client removes Universal Group’s access without reasonable notice;

d) the Client requests activities which Universal Group reasonably believes may breach search engine guidelines or applicable law; or

e) continued provision of the SEO Services would expose Universal Group to legal, regulatory or reputational risk.

33.16 Survival

33.16.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

34. Pay-Per-Click (PPC) Advertising Services

34.1 Scope of PPC Services

34.1.1 This Clause applies to all Pay-Per-Click (“PPC“) advertising, paid search marketing, display advertising, shopping campaigns, remarketing campaigns, performance marketing, lead generation campaigns and any other paid digital advertising services supplied by Universal Group (“PPC Services“).

34.1.2 PPC Services may include, without limitation:

a) Google Ads;

b) Microsoft Advertising (Bing Ads);

c) Meta Ads;

d) LinkedIn Ads;

e) YouTube Advertising;

f) Display Advertising;

g) Shopping Campaigns;

h) Remarketing Campaigns;

i) Performance Max Campaigns;

j) Local Service Ads;

k) Call Campaigns;

l) Keyword Research;

m) Audience Targeting;

n) Bid Management; and

o) any other paid advertising services specified within the Agreement.

34.1.3 The precise scope of the PPC Services shall be determined by the Proposal, Quotation, Statement of Work, Order, Invoice or other contractual documentation forming part of the Agreement.

34.1.4 Universal Group shall provide the PPC Services using reasonable skill and care.

34.2 Advertising Platforms

34.2.1 Universal Group may utilise any advertising platform which it reasonably considers appropriate to achieve the Client’s advertising objectives.

34.2.2 The Client acknowledges that all advertising platforms are owned and operated by independent third parties over which Universal Group has no control.

34.2.3 Universal Group shall not be responsible for any act, omission, policy, suspension, outage, technical failure or decision of any advertising platform.

34.2.4 Advertising platforms may amend their policies, bidding methodologies, advertising formats, approval procedures and account requirements without prior notice, and Universal Group shall not be liable for any resulting impact upon the PPC Services.

34.3 Advertising Budget

34.3.1 Unless otherwise expressly agreed in writing, all advertising expenditure payable to third-party advertising platforms shall be borne solely by the Client.

34.3.2 Universal Group’s management fees are separate from the Client’s Advertising Budget.

34.3.3 Universal Group shall not be responsible for funding or advancing any advertising expenditure on behalf of the Client.

34.3.4 Failure by the Client to maintain sufficient advertising budget or valid payment methods may result in campaigns being paused, suspended or terminated without liability on the part of Universal Group.

34.4 Campaign Creation and Management

34.4.1 Universal Group may:

a) create advertising campaigns;

b) create advertisements;

c) prepare advertising copy;

d) undertake keyword research;

e) optimise bids;

f) manage targeting;

g) configure conversion tracking;

h) monitor campaign performance;

i) implement campaign improvements; and

j) perform any other activities reasonably necessary for the PPC Services.

34.4.2 Universal Group may determine the methodology, bidding strategy, optimisation techniques and campaign structure used in delivering the PPC Services.

34.4.3 The Client acknowledges that campaign optimisation is an ongoing process and that Universal Group may amend campaigns throughout the duration of the Agreement where reasonably appropriate.

34.5 Client Responsibilities

34.5.1 The Client shall:

a) provide all information reasonably required by Universal Group;

b) maintain accurate business information;

c) provide prompt approvals where required;

d) ensure all advertisements comply with applicable law;

e) maintain sufficient advertising budgets;

f) maintain valid payment methods with the advertising platform where applicable; and

g) promptly notify Universal Group of any material change to its business.

34.5.2 Failure to comply with this Clause shall not suspend the Agreement or relieve the Client of its payment obligations.

34.6 Client Approval

34.6.1 Universal Group may submit advertisements, creatives or campaign materials to the Client for approval.

34.6.2 The Client shall provide approval or requested amendments within seven (7) days.

34.6.3 Where no response is received within seven (7) days, Universal Group may, at its discretion:

a) treat the advertisements as approved;

b) delay campaign launch;

c) revise campaign schedules; or

d) continue charging in accordance with the Agreement.

34.7 Advertising Spend

34.7.1 Advertising spend committed to any advertising platform shall be non-refundable unless refunded by the relevant platform.

34.7.2 Universal Group accepts no responsibility for how an advertising platform allocates, accelerates or distributes the Client’s advertising budget.

34.7.3 Universal Group shall not be liable where advertising expenditure exceeds or falls below any daily budget due to the operation of the advertising platform.

34.7.4 Any refund issued by an advertising platform shall belong to the party who originally funded the advertising expenditure, unless otherwise agreed in writing.

34.8 No Guarantee of Results

34.8.1 Universal Group shall use reasonable skill and care in providing the PPC Services but does not guarantee the success or commercial performance of any advertising campaign.

34.8.2 Universal Group gives no guarantee or warranty whatsoever that any PPC campaign will generate:

a) impressions;

b) clicks;

c) click-through rates (CTR);

d) conversions;

e) enquiries;

f) appointments;

g) telephone calls;

h) website traffic;

i) sales;

j) revenue;

k) return on advertising spend (ROAS);

l) return on investment (ROI);

m) profitability;

n) Quality Scores; or

o) any other commercial outcome.

34.8.3 The Client acknowledges that advertising performance depends upon numerous factors beyond Universal Group’s reasonable control, including market conditions, competition, advertising budgets, customer behaviour, advertising platform algorithms and the quality, pricing and availability of the Client’s products or services.

34.9 Invalid Clicks and Click Fraud

34.9.1 Universal Group shall not be liable for any invalid clicks, fraudulent clicks, automated traffic, bot traffic, click farms, competitor click activity or other malicious or fraudulent activity affecting any advertising campaign.

34.9.2 Universal Group does not guarantee that advertising platforms will identify, prevent or refund invalid clicks.

34.9.3 Any refund, advertising credit or adjustment issued by an advertising platform shall be applied in accordance with that platform’s policies.

34.10 Advertising Policies and Account Suspensions

34.10.1 The Client acknowledges that all advertising campaigns remain subject to the policies, terms and conditions of the relevant advertising platform.

34.10.2 Universal Group shall not be liable where any advertising platform:

a) rejects advertisements;

b) suspends campaigns;

c) suspends accounts;

d) requires verification;

e) limits advertising activity;

f) changes advertising policies; or

g) removes advertising content.

34.10.3 Universal Group may amend, suspend or remove advertisements where reasonably necessary to comply with the requirements of any advertising platform or applicable law.

34.11 Third-Party Software and Tracking

34.11.1 Universal Group may use third-party software, artificial intelligence, analytics platforms, call tracking systems, conversion tracking software, automation tools and reporting platforms in connection with the PPC Services.

34.11.2 Universal Group shall not be liable for outages, failures, inaccuracies, policy changes or discontinuation affecting any third-party software provider.

34.11.3 Universal Group may replace any third-party software where reasonably necessary without obtaining the Client’s prior approval.

34.12 Reporting

34.12.1 Where reporting forms part of the Agreement, Universal Group shall provide reports at the intervals specified within the Proposal, Statement of Work or other contractual documentation.

34.12.2 Reports are provided for information only and shall not constitute any representation, warranty or guarantee regarding future campaign performance.

34.12.3 The Client acknowledges that campaign metrics may naturally fluctuate between reporting periods.

34.13 Intellectual Property

34.13.1 All Intellectual Property Rights arising from the PPC Services, including campaign structures, keyword research, audience strategies, bidding methodologies, advertising copy, creative concepts, reports, templates, scripts, AI prompts and optimisation methodologies shall remain the property of Universal Group unless expressly assigned in writing.

34.13.2 Payment for the PPC Services shall not transfer ownership of Universal Group’s proprietary methodologies, templates, systems or know-how.

34.14 Advertising Account Ownership and Handover

34.14.1 Where the Client already owns an advertising account, ownership shall remain with the Client.

34.14.2 Where Universal Group creates an advertising account specifically for the Client, ownership shall, unless otherwise agreed in writing, ultimately belong to the Client, subject to full compliance with the Agreement and payment of all Charges.

34.14.3 Universal Group may retain administrative access to any advertising account for the duration of the Agreement.

34.14.4 Universal Group shall not be obliged to transfer administrative access, ownership, campaign data, audiences, conversion tracking, linked services or any associated assets until all Charges due under the Agreement have been paid in full.

34.14.5 Any migration, transfer, export or handover requested by the Client following termination shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

34.15 Suspension and Termination

34.15.1 Universal Group may suspend the PPC Services in accordance with Clauses 17 and 20 of this Agreement.

34.15.2 Universal Group may immediately pause or suspend advertising campaigns where:

a) any Charge remains unpaid;

b) the Advertising Budget has been exhausted;

c) the Client has failed to maintain a valid payment method;

d) the Client is in breach of the Agreement;

e) an advertising platform suspends the account; or

f) Universal Group reasonably believes continued advertising may expose either party to legal, regulatory or reputational risk.

34.15.3 Universal Group shall not be liable for any reduction in campaign performance resulting from any suspension implemented in accordance with this Clause.

34.16 Survival

34.16.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

35. Google Guaranteed Services

35.1 Scope of Google Guaranteed Services

35.1.1 This Clause applies to all Google Guaranteed, Google Local Services Ads (“LSA”), Google Business Verification and any related services supplied by Universal Group (“Google Guaranteed Services“).

35.1.2 The Google Guaranteed Services may include, without limitation:

a) application assistance;

b) account creation;

c) profile optimisation;

d) document submission;

e) verification assistance;

f) Local Services Ads configuration;

g) campaign management;

h) ongoing optimisation;

i) reporting; and

j) any other services specified within the Agreement.

35.1.3 Universal Group shall provide the Google Guaranteed Services using reasonable skill and care.

35.2 Third-Party Platform

35.2.1 The Client acknowledges that Google Guaranteed is operated exclusively by Google and remains entirely outside the control of Universal Group.

35.2.2 Universal Group has no authority to:

a) approve applications;

b) guarantee acceptance;

c) influence Google’s verification decisions;

d) override Google’s policies;

e) prevent suspensions; or

f) require Google to continue the Google Guaranteed programme.

35.2.3 Universal Group shall not be liable for any decision made by Google.

35.3 Client Responsibilities

35.3.1 The Client shall:

a) provide accurate information;

b) provide all requested documentation;

c) complete background checks where required;

d) maintain all licences, registrations and insurance required by Google;

e) promptly respond to requests for information; and

f) comply with Google’s policies at all times.

35.3.2 Failure to comply with this Clause shall not relieve the Client of its payment obligations under the Agreement.

35.4 Verification Process

35.4.1 Universal Group shall use reasonable skill and care in assisting the Client throughout the Google verification process.

35.4.2 Universal Group shall not be responsible for delays caused by:

a) Google;

b) third-party verification providers;

c) the Client;

d) insurers;

e) licensing authorities; or

f) any other third party.

35.4.3 Verification times are estimates only.

35.5 No Guarantee of Approval

35.5.1 Universal Group gives no warranty or guarantee that:

a) the Client will become Google Guaranteed;

b) the application will be approved;

c) approval will occur within any specified period;

d) approval will continue indefinitely; or

e) Google will maintain the Google Guaranteed programme.

35.5.2 Refusal, suspension or withdrawal by Google shall not constitute a breach of the Agreement by Universal Group.

35.6 Ongoing Compliance

35.6.1 The Client shall maintain all licences, insurance, registrations and qualifications required by Google throughout the duration of the Agreement.

35.6.2 Universal Group shall not be liable where Google removes or suspends the Client because the Client no longer satisfies Google’s eligibility requirements.

35.7 Reviews and Ratings

35.7.1 Universal Group may provide guidance regarding customer reviews and ratings.

35.7.2 Universal Group does not control customer reviews and gives no guarantee regarding:

a) review scores;

b) review numbers;

c) customer feedback;

d) review removals; or

e) Google’s treatment of reviews.

35.7.3 Universal Group shall not publish fake, misleading or fabricated reviews and shall not be required to undertake any activity which would breach Google’s policies or applicable law.

35.8 Local Services Advertisements

35.8.1 Where Local Services Advertisements form part of the Agreement, Clause 34 (Pay-Per-Click Advertising Services) shall apply in addition to this Clause.

35.8.2 Any Advertising Budget shall remain payable separately from Universal Group’s management fees unless otherwise agreed in writing.

35.9 Suspension and Termination

35.9.1 Universal Group may suspend the Google Guaranteed Services in accordance with Clauses 17 and 20 of this Agreement.

35.9.2 Universal Group shall not be liable for any loss arising from:

a) suspension by Google;

b) policy changes;

c) removal from the Google Guaranteed programme;

d) account restrictions;

e) verification failures; or

f) any decision made by Google.

35.10 Intellectual Property

35.10.1 All reports, application methodologies, templates, processes, documentation, optimisation strategies and other Intellectual Property Rights developed by Universal Group shall remain the property of Universal Group unless expressly assigned in writing.

35.11 Survival

35.11.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

36. Email Marketing Services

36.1 Scope of Email Marketing Services

36.1.1 This Clause applies to all email marketing, email campaign management, newsletter creation, automated email sequences, customer relationship marketing, mailing list management and any related services supplied by Universal Group (“Email Marketing Services“).

36.1.2 Email Marketing Services may include, without limitation:

a) campaign planning;

b) email template design;

c) copywriting;

d) mailing list management;

e) automation workflows;

f) segmentation;

g) personalisation;

h) reporting;

i) A/B testing; and

j) any other services specified within the Agreement.

36.1.3 Universal Group shall provide the Email Marketing Services using reasonable skill and care.

36.2 Client Responsibilities

36.2.1 The Client warrants that all email addresses supplied to Universal Group:

a) have been lawfully obtained;

b) may lawfully be used for marketing purposes;

c) comply with all applicable legislation;

d) are accurate to the best of the Client’s knowledge; and

e) have been collected with all necessary consents where required.

36.2.2 The Client shall indemnify Universal Group against any claim arising from the unlawful collection, storage or use of the Client’s mailing lists.

36.3 Compliance with Applicable Laws

36.3.1 The Client acknowledges that it remains responsible for ensuring compliance with all applicable laws relating to electronic marketing, privacy and data protection.

36.3.2 Universal Group shall use reasonable endeavours to configure campaigns in accordance with the Client’s instructions but shall not be responsible for the legal accuracy of the Client’s marketing content or mailing lists.

36.4 Campaign Preparation

36.4.1 Universal Group may prepare:

a) email templates;

b) marketing copy;

c) graphics;

d) automation sequences;

e) subject lines;

f) call-to-action content; and

g) other campaign materials.

36.4.2 Unless expressly agreed otherwise in writing, campaign preparation shall be based upon information supplied by the Client.

36.5 Client Approval

36.5.1 Universal Group may submit email campaigns to the Client for approval before distribution.

36.5.2 The Client shall approve or reject campaigns within seven (7) days.

36.5.3 Where no response is received within seven (7) days, Universal Group may:

a) deem the campaign approved;

b) postpone distribution;

c) revise the campaign schedule; or

d) continue charging in accordance with the Agreement.

36.6 Distribution

36.6.1 Universal Group shall use reasonable endeavours to distribute campaigns at the agreed time.

36.6.2 Universal Group shall not be liable for delays caused by:

a) email service providers;

b) internet outages;

c) third-party platforms;

d) spam filtering;

e) Force Majeure Events; or

f) any matter beyond Universal Group’s reasonable control.

36.7 Deliverability

36.7.1 Universal Group does not guarantee that any email will be:

a) delivered;

b) opened;

c) read;

d) clicked; or

e) acted upon.

36.7.2 Deliverability depends upon numerous factors outside Universal Group’s reasonable control, including:

a) spam filtering;

b) recipient email providers;

c) recipient mailbox settings;

d) sender reputation;

e) domain reputation;

f) recipient behaviour; and

g) third-party systems.

36.8 Performance

36.8.1 Universal Group gives no guarantee regarding:

a) open rates;

b) click-through rates;

c) unsubscribe rates;

d) conversions;

e) enquiries;

f) sales;

g) revenue; or

h) any other commercial outcome.

36.8.2 Campaign statistics fluctuate naturally and shall not of themselves indicate that Universal Group has failed to perform the Email Marketing Services.

36.9 Third-Party Email Platforms

36.9.1 Universal Group may utilise third-party email marketing platforms including, but not limited to, Mailchimp, Brevo, Klaviyo, ActiveCampaign, HubSpot or other appropriate providers.

36.9.2 Universal Group shall not be liable for outages, account suspensions, policy changes, pricing changes, software defects or discontinuation affecting any third-party email marketing platform.

36.10 Intellectual Property

36.10.1 All templates, automation workflows, reporting methodologies, AI prompts, campaign strategies, copywriting frameworks and other Intellectual Property Rights created by Universal Group shall remain the property of Universal Group unless expressly assigned in writing.

36.11 Suspension and Termination

36.11.1 Universal Group may immediately suspend the Email Marketing Services where:

a) any Charges remain unpaid;

b) the Client supplies unlawful or unsolicited mailing lists;

c) the Client requests content which Universal Group reasonably believes would breach applicable law or industry guidance;

d) any third-party platform suspends the Client’s account; or

e) the Client otherwise breaches the Agreement.

36.11.2 Universal Group shall not be liable for any loss arising from any suspension implemented in accordance with this Clause.

36.12 Mailing Lists and Data Handover

36.12.1 The ownership of any mailing list shall be determined by the party who originally lawfully collected or acquired the relevant subscriber data, unless otherwise expressly agreed in writing.

36.12.2 Where the Client has supplied its own mailing list to Universal Group, ownership of that mailing list shall remain with the Client, subject to the Client complying with all of its contractual obligations under the Agreement.

36.12.3 Universal Group may retain access to the Client’s mailing lists, email marketing accounts and associated platforms for the duration of the Agreement where reasonably necessary to provide the Email Marketing Services.

36.12.4 Upon termination of the Agreement and subject to the Client having discharged all outstanding contractual obligations, including payment of all Charges, Universal Group shall use reasonable endeavours to facilitate the transfer of the Client’s mailing lists and account administration to the Client or its nominated representative.

36.12.5 Universal Group shall not be obliged to transfer or release:

a) mailing lists;

b) subscriber databases;

c) platform administrator access;

d) automation workflows;

e) campaign history;

f) reporting dashboards;

g) API integrations;

h) authentication credentials; or

i) any other account access or associated data,

until all Charges due under the Agreement have been paid in full.

36.12.6 Any migration, export, transfer, reconfiguration or handover requested by the Client following termination shall constitute Additional Works and shall be charged at the Standard Hourly Rate, unless otherwise agreed in writing.

36.12.7 Universal Group shall not be responsible for any interruption, corruption, loss of data, loss of subscribers, loss of campaign history, loss of analytics or any other issue arising from the transfer of any mailing list, email marketing account or associated data to the Client or any third party.

36.12.8 The Client shall indemnify Universal Group against any claim arising from the Client’s continued use, storage, processing or management of any mailing list following its transfer.

36.12.9 Where the Client fails to accept the transfer of any mailing list or email marketing account within thirty (30) days of being invited to do so by Universal Group, Universal Group may, upon giving reasonable written notice, remove its administrative access and shall have no further responsibility for the management, security, storage or operation of the mailing list or account.

36.12.10 Nothing in this Clause shall require Universal Group to transfer ownership of its proprietary templates, automation workflows, AI prompts, reporting methodologies, software configurations, internal systems or any other Intellectual Property Rights, all of which shall remain the property of Universal Group.

36.12.11 Universal Group shall not be responsible for spam complaints, blacklist listings or sender reputation where caused by the Client’s mailing list or instructions. 

36.13 Survival

36.13.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities, data protection and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

37. Consultancy, Technology and Future Digital Services

37.1 Scope

37.1.1 This Clause applies to all consultancy, advisory, technology, software, automation and future digital services supplied by Universal Group which are not otherwise expressly governed by another specific Clause of this Agreement.

37.1.2 Such services may include, without limitation:

a) business consultancy;

b) digital strategy;

c) artificial intelligence (“AI”) consultancy;

d) AI agents and automation;

e) chatbot development;

f) software development;

g) CRM implementation;

h) workflow automation;

i) API integrations;

j) data migration;

k) analytics and reporting;

l) business process optimisation;

m) digital transformation services;

n) software licensing;

o) cloud solutions; and

p) any future products or services offered by Universal Group.

37.1.3 Universal Group may introduce additional products or services from time to time and, unless expressly agreed otherwise in writing, those services shall automatically be governed by these Terms and Conditions.

37.2 Consultancy Services

37.2.1 Universal Group shall use reasonable skill and care in providing consultancy and advisory services.

37.2.2 Any recommendations, advice or guidance provided by Universal Group represent professional opinions based upon the information available at the relevant time.

37.2.3 The Client remains solely responsible for all commercial, operational and strategic decisions taken in reliance upon any advice provided by Universal Group.

37.3 Artificial Intelligence

37.3.1 Universal Group may utilise artificial intelligence, machine learning, automation tools and other emerging technologies in the provision of the Services.

37.3.2 The Client acknowledges that AI-assisted outputs may require human review and refinement.

37.3.3 Universal Group shall use reasonable skill and care when reviewing AI-assisted work but does not warrant that AI-generated outputs will be entirely free from factual inaccuracies or require no amendment.

37.3.4 Universal Group’s methodologies, AI prompts, automation workflows and implementation processes shall remain the Intellectual Property of Universal Group unless expressly assigned in writing.

37.4 Future Technologies

37.4.1 Universal Group may adopt new software, platforms, technologies and methodologies where reasonably necessary to improve the Services.

37.4.2 Universal Group shall not be required to continue using any particular software, platform or technology where a suitable alternative becomes available.

37.5 Additional Works

37.5.1 Any consultancy, implementation, configuration, migration, training, integration or support falling outside the agreed scope shall constitute Additional Works.

37.5.2 Unless otherwise agreed in writing, Additional Works shall be charged at the Standard Hourly Rate.

37.6 No Guarantee of Commercial Success

37.6.1 Universal Group does not guarantee that any consultancy, advice, software implementation, AI solution or future digital service will result in:

a) increased profits;

b) increased revenue;

c) operational efficiencies;

d) cost savings;

e) regulatory compliance;

f) business growth; or

g) any other commercial outcome.

37.6.2 The Client acknowledges that business performance depends upon numerous factors outside the reasonable control of Universal Group.

37.7 Intellectual Property

37.7.1 All Intellectual Property Rights arising from consultancy, AI development, automation, software, documentation, templates, methodologies, workflows, prompts, reports and other Deliverables shall remain vested in Universal Group unless expressly assigned in writing.

37.8 Suspension and Termination

37.8.1 Universal Group may suspend or terminate any services provided under this Clause in accordance with Clauses 17 and 20 of this Agreement.

37.9 Survival

37.9.1 The provisions of this Clause relating to payment, Intellectual Property Rights, confidentiality, limitation of liability, indemnities and any other provision which by its nature is intended to survive termination shall continue in full force and effect.

PART 3 – Final Provisions

38. Complaints Procedure

38.1 Raising a Complaint

38.1.1 Any complaint concerning the Services, the Agreement, any invoice, or any other matter arising from the contractual relationship between the Client and Universal Group must be submitted in writing to:

Email: legal@universal-group.co.uk 

38.1.2 Complaints submitted to any other email address, employee or department may be redirected to the Legal Department and shall not be treated as formally received until received at the above email address.

38.2 Information Required

38.2.1 In order to enable Universal Group to investigate a complaint fairly and efficiently, the Client shall provide:

a) the Client’s full name and business name;

b) the relevant invoice number(s), quotation number(s) or Agreement reference;

c) a detailed description of the complaint;

d) the remedy sought;

e) copies of all documents upon which the Client intends to rely;

f) copies of all relevant correspondence;

g) details of any witnesses or third parties relied upon; and

h) any other information reasonably required by Universal Group to investigate the complaint.

38.2.2 Universal Group reserves the right to request further information or documentation where reasonably necessary to investigate the complaint.

38.2.3 Where the Client fails to provide sufficient information or supporting documentation, Universal Group may suspend its investigation until such information has been received.

38.3 Acknowledgement

38.3.1 Universal Group shall use reasonable endeavours to acknowledge receipt of a complaint within fourteen (14) days of receiving a complaint which complies with this Clause.

38.3.2 An acknowledgement of receipt shall not constitute:

a) acceptance of the complaint;

b) admission of liability;

c) agreement with the Client’s allegations; or

d) a waiver of any contractual or legal rights.

38.4 Investigation

38.4.1 Universal Group shall investigate the complaint using the information and documentation provided by the Client together with its own business records.

38.4.2 Universal Group may contact the Client to request clarification or additional documentation where reasonably necessary.

38.4.3 The Client shall cooperate fully with any reasonable request made during the investigation.

38.5 Response

38.5.1 Universal Group shall use reasonable endeavours to provide a substantive written response within twenty-eight (28) days of receiving a complaint which complies with this Clause.

38.5.2 Where additional time is reasonably required due to the complexity of the complaint or the need to obtain further information, Universal Group shall notify the Client accordingly and provide an updated anticipated response date.

38.6 Contractual Disputes

38.6.1 Any complaint relating to:

a) invoices;

b) Charges;

c) payment obligations;

d) contractual interpretation;

e) cancellation;

f) termination;

g) suspension of Services; or

h) any other financial dispute,

shall be determined by reference to:

i) the Agreement;

ii) these Terms and Conditions;

iii) any Proposal, Quotation, Statement of Work or Order; and

iv) any subsequent written variation agreed by the parties.

38.6.2 The existence of a complaint shall not entitle the Client to withhold, delay, deduct, reduce or set-off any payment due under the Agreement unless otherwise required by law or expressly agreed in writing by a Director of Universal Group.

38.7 Without Prejudice to Legal Rights

38.7.1 Nothing in this Clause shall prevent either party from exercising any contractual or legal rights available under the Agreement or at law.

38.7.2 Universal Group reserves the right to decline to investigate repetitive, vexatious, abusive or manifestly unfounded complaints.

38.8 Survival

38.8.1 This Clause shall survive completion, expiry or termination of the Agreement where necessary to determine any complaint arising out of the Services or the Agreement.

39. Electronic Acceptance and Execution

39.1 Without prejudice to Clause 3 (Formation of Contract and Acceptance), the parties agree that this Agreement may be entered into and executed electronically. 

39.1.1 The Agreement shall become legally binding upon the earliest of:

a) the Client signing any Proposal, Quotation, Order, Agreement or other contractual documentation;

b) the Client electronically accepting any Proposal, Quotation, Order or Agreement;

c) the Client accepting any Proposal or Quotation through an electronic signature platform;

d) the Client clicking any button, checkbox or other electronic acceptance mechanism indicating acceptance of the Agreement;

e) the Client instructing Universal Group, whether verbally, electronically or in writing, to commence the Services;

f) the Client making payment of any deposit, invoice or other Charge;

g) the Client providing information, approvals, materials or access credentials to enable Universal Group to commence the Services;

h) the Client accepting delivery of, accessing or using any Deliverables or Services;

i) the Client continuing to receive the Services after being provided with these Terms and Conditions;

j) the Client otherwise conducting itself in a manner which objectively demonstrates acceptance of the Agreement.

39.2 Electronic Communications

39.2.1 The Client agrees that electronic communications, including emails, electronic signatures, online portals, customer dashboards, CRM systems, messaging platforms and other electronic records may be relied upon by Universal Group as evidence of the Agreement and of any subsequent variation, approval, instruction or authorisation.

39.2.2 The Client acknowledges that electronic records shall have the same contractual force and effect as original paper documents.

39.3 Authority

39.3.1 Universal Group shall be entitled to rely upon any instruction, approval, acceptance or authorisation received from an Authorised Representative (as defined in Clause 1).

39.3.2 The Client shall remain fully responsible for all instructions issued by any Authorised Representative.

39.4 Continuing Acceptance

39.4.1 Where the Client continues to receive, use or benefit from the Services after being notified of these Terms and Conditions or any amendment made in accordance with Clause 6, the Client shall be deemed to have accepted those Terms and Conditions and any amendments.

39.4.2 The Client shall not subsequently assert that the Agreement is unenforceable solely because it was accepted electronically or by conduct.

39.5 Evidential Status

39.5.1 The Client agrees that the following may be relied upon by Universal Group as conclusive or persuasive evidence of acceptance of the Agreement:

a) signed agreements;

b) electronic signatures;

c) accepted quotations;

d) accepted proposals;

e) accepted invoices;

f) purchase orders;

g) emails;

h) text messages;

i) CRM records;

j) telephone attendance notes;

k) payment records;

l) website order confirmations;

m) customer portal activity;

n) online account creation;

o) Direct Debit mandates;

p) commencement of the Services; and

q) any other contemporaneous business records maintained by Universal Group.

39.6 Counterparts

39.6.1 The Agreement may be executed in any number of counterparts, each of which shall constitute an original and together shall constitute one and the same Agreement.

39.6.2 A signed counterpart transmitted electronically shall be deemed an original.

39.7 Survival

39.7.1 This Clause shall survive completion, expiry or termination of the Agreement to the extent necessary to establish the formation, validity or enforceability of the Agreement.

40. Evidence and Record Keeping

40.1 Business Records

40.1.1 Universal Group maintains electronic and physical business records in the ordinary course of its business. The Client acknowledges that such records may be relied upon as evidence of the Agreement, the Services provided and the parties’ dealings.

40.1.2 Without limitation, Universal Group may rely upon the following records in support of any contractual, legal or regulatory matter:

a) proposals and quotations;

b) invoices and VAT invoices;

c) payment records;

d) Direct Debit records;

e) CRM records;

f) project management records;

g) time recording records;

h) attendance notes;

i) file notes;

j) internal communications;

k) emails;

l) text messages;

m) customer portal records;

n) electronic signatures;

o) website audit logs;

p) server logs;

q) hosting records;

r) support tickets;

s) screenshots;

t) call recordings, where lawfully obtained;

u) telephone attendance notes;

v) video conference records, where lawfully obtained;

w) analytics reports;

x) marketing reports; and

y) any other records created or maintained by Universal Group in the ordinary course of business.

40.2 Accuracy of Records

40.2.1 The Client acknowledges that the records maintained by Universal Group are created contemporaneously during the ordinary course of business and shall, unless proven otherwise, be presumed to accurately record the relevant events, communications and transactions.

40.2.2 Nothing in this Clause shall prevent either party from challenging the accuracy or weight of any evidence in accordance with applicable law.

40.3 Client Records

40.3.1 The Client shall retain copies of all relevant approvals, instructions, communications, invoices, payment confirmations and other records relating to the Agreement.

40.3.2 Universal Group shall not be responsible where the Client fails to retain such records.

40.4 Electronic Evidence

40.4.1 The Client agrees that electronic communications, metadata, audit logs, digital timestamps and electronic records maintained by Universal Group may be relied upon as evidence of:

a) instructions;

b) approvals;

c) acceptance;

d) performance of the Services;

e) communications;

f) payments;

g) contractual variations; and

h) any other matter arising under the Agreement.

i) the calculation of Charges, time spent performing the Services, and any sums due under the Agreement. 

40.5 Preservation of Records

40.5.1 Universal Group may retain copies of all records relating to the Agreement for so long as reasonably necessary to:

a) comply with legal or regulatory obligations;

b) defend or pursue legal proceedings;

c) recover outstanding sums;

d) respond to complaints;

e) protect its legal rights.

40.5.2 The Client acknowledges that Universal Group may retain archived copies of records following completion or termination of the Agreement where reasonably required for the purposes set out above.

40.6 Survival

40.6.1 This Clause shall survive completion, expiry or termination of the Agreement.

 41. Assignment and Subcontracting

41.1 Assignment by Universal Group

 41.1.1 Any company within the Universal Group may assign, transfer, novate or otherwise deal with any or all of its rights and obligations under this Agreement to another entity at any time without the Client’s consent.

41.1.2 The Client acknowledges and agrees that the relevant contracting company may transfer the benefit of this Agreement to any other company within the Universal Group or to any successor in business.

41.2 Assignment by the Client

 41.2.1 The Client shall not assign, transfer, novate, subcontract, charge or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the relevant Universal Group company providing the Services.

41.3 Subcontracting

 41.3.1 Universal Group may appoint subcontractors, consultants, agents or service providers to perform any part of the Services, provided that Universal Group remains responsible for the performance of those Services.