The following terms and conditions apply to all website or mobile application signed up by Universum Business Technology Consulting Limited (which shall be referred to as UBT Consults) to the Client. These terms and conditions supersede any previous terms and conditions and are effective as of May 1, 2019.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a signup quotation confirmation via email by us (referring to these Terms and Conditions) then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
Charges for services to be provided by UBT Consults are defined in the quotation that the Client receives via e-mail and through their school admin panel. Signup quotations are valid for a period of 30 days. UBT Consults Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
Unless agreed otherwise with the Client, an invoice shall be produced upon acceptance of the quotation. Payment terms of thirty (30) days apply to all invoices.
3. Client Review
UBT Consults Limited will provide the Client with an opportunity to review the available template to design their website and also review the features and the content available in the mobile application during the setup phase. During and at the completion of the setup, such materials will be deemed to be accepted and approved unless the Client notifies UBT Consults Limited otherwise within ten (10) days of the date the approvals are made available to the Client.
Upon order acceptance and after the 30 days free trial, the client is expected to pay through the payment gateway we have built into the school admin panel provided to each school. Unless agreed otherwise in writing, the use of the application; both mobile and web platform is seized until the payment is made, and UBT Consults Limited is informed via an email provided while making payment.
5. Additional Expenses
Client agrees to reimburse UBT Consults Limited for any additional expenses necessary for the completion of the work (as per the quotation). Examples would be help to migrate data, internet connectivity to the school, purchase of computer accessories etc.
6. Web Browsers
UBT Consults Limited makes every effort to ensure websites and mobile applications are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 11+, Microsoft Edge, Google Chrome, Safari etc.). Mobile applications are designed to run across iOS and Android devices. Client agrees that UBT Consults Limited cannot guarantee correct functionality with all browser and device combinations across different operating systems.
UBT Consults Limited cannot accept responsibility for websites or mobile applications which do not perform acceptably in new versions of browsers released after the website have been designed or new iOS/Android versions and handed over to the Client. As such, UBT Consults Limited reserves the right to quote for any work involved in changing the website or mobile application for it to work with updated browser software.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on UBT Consults Limited’s Web space, UBT Consults Limited will, at its discretion, remove all such material from its web space. UBT Consults Limited is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will be assessed a return charge of 1.5% of the total cost and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay UBT Consults Limited reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by UBT Consults Limited in enforcing these Terms and Conditions.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honored until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
All UBT Consults Limited services may be used for lawful purposes only. You agree to indemnify and hold UBT Consults Limited harmless from any claims resulting from your use of our service that damages you or any other party.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants UBT Consults Limited the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting UBT Consults Limited permission and rights for use of the same and agrees to indemnify and hold harmless UBT Consults Limited from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for web application and/or mobile application shall be regarded as a guarantee by the Client to UBT Consults Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
11. Arbitral Clause
The parties agree that they will attempt to resolve any dispute arising out of or relating to this terms and conditions through friendly negotiations amongst the parties. If negotiation does not resolve the matter, the parties will resolve the dispute by arbitration
12. Post-Placement Alterations
UBT Consults Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
13. Support & Maintenance
UBT Consults Limited will support the web or mobile application throughout the lifetime of the agreement. Support consists of resolving incidents (either permanently or via an acceptable workaround) and offering help and assistance. Any requests for web or mobile application amendments fall outside of this Support & Maintenance and are chargeable at the rates defined in the standard price list in effect at the time of the request or later while in-use. UBT Consults Limited commit to an uptime SLA (for non-pre-agreed outages) of not less than 90% – calculated over the entire period of the agreement. Support calls will be judged on the basis of impact and severity and the priority of such shall be dealt with accordingly. UBT Consults Limited reserve the right to perform maintenance on the hosting infrastructure when deemed necessary and to avoid outages. Any planned maintenance will be informed with no less than ten (10) days’ notice to the customer.
14. Domain Names
UBT Consults Limited may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of UBT Consults Limited. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s acceptance of a quotation constitutes agreement to and acceptance of these Terms and Conditions.
16. Governing Law
This Agreement shall be governed by Nigerian Law.
UBT Consults Limited hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web or mobile application;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of UBT Consults Limited to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
18. Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure is occasioned by any act of God, fire, flood, storm or other inclement weather, earthquake, act or omission of government or state, war or other hostilities, acts of terrorism, explosion, civil commotion, insurrection, embargo or prevention from or hindrance in obtaining any energy or other similar supplies, industrial dispute affecting a third party for which a substitute third party is not readily available, or any other circumstance which is beyond the reasonable control of the affected party. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 weeks, the party not affected may terminate this Agreement by giving 90 days’ written notice to the affected party.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.