1. The Service. These Terms of Service state the terms and conditions under which Brosley Ltd (hereinafter referred to as “uniCenta“) will provide computer programmes, internet services and support services to you (hereinafter referred to as “uniCenta Services“). Please read these Terms of Service carefully. Please also note that these Terms of Service incorporate the Privacy Policy the Data Confidentiality Agreement. ?It is your responsibility to review these Terms of Service on a frequent basis to ensure compliance. Your access to and use of the uniCenta Services are expressly conditioned on your compliance with these Terms of Service.
  2. Changes. At any time?uniCenta may supplement or amend these Terms of Service. Out of courtesy,?uniCenta will provide notice to you of any changes affecting cancellation or payment of fees by email to the email address nominated by you in your registration form. You should ensure that your nominated email address is always current and up to date. Changes requested by you to the Terms of Service must be agreed to in writing by uniCenta.
  3. Accuracy of your registration information. You agree to provide accurate, current and complete information as prompted by the registration form (hereinafter referred to as “Registration Data“), which you will fill out online in order to gain access to the uniCenta Services. You should maintain and promptly update the Registration Data to keep it accurate, current and complete.
  4. Account ownership. In completing the Registration Data, you will be asked to specify an Account Owner. You acknowledge and agree that in the event of any dispute regarding ownership of or entitlement to access your account, ?uniCenta will defer to the current nominated Account Owner. If there are any changes to the Account Owner, you must notify?uniCenta to ensure your Registration Data is updated.
  5. Email and notices. When providing legal notices to you,?uniCenta will either post them on the uniCenta website or send an email to the address currently listed in your Registration Data.
  6. Account security. You are responsible for safeguarding the password that you use to access the uniCenta Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorised such activities or actions. You will immediately notify?uniCenta of any unauthorised use of your password. You acknowledge that if you wish to protect your transmission of data to uniCenta, it is your responsibility to use a secure encrypted connection to communicate with and/or utilise the uniCenta Services.
  7. Billing.?uniCenta charges and collects for the uniCenta Services in advance under your agreed uniCenta plan. You can elect to purchase the uniCenta Services under your agreed uniCenta plan either for one month, one year, or multiple years. On the renewal date?uniCenta will automatically renew the plan and bill your nominated payment method. If you do not wish to renew then you must cancel your plan according to terms outlined in Clause 11 (below) a minimum of forty-eight (48) hours prior to the renewal date. Unless specified otherwise, all fees and charges are non-refundable and there are no refunds or credits for partially used periods.
  8. Grace period.?uniCenta allows you a fourteen (14) day grace period from the due date of the invoice to bring your balance current. If you do not bring your balance current within this fourteen (14) day grace period,?uniCenta may use its discretion to suspend your access to the uniCenta Services until the amount outstanding is paid in full. Your obligation to pay for the uniCenta Services continues during the suspension. If the amount outstanding is not paid in full within ninety (90) days of the due date of the invoice, your Account will be automatically archived & cancelled by?uniCenta (see “Data Archive & Cancellation”, below). You agree and acknowledge that uniCenta has no obligation to retain your Data.
    Data” includes all data stored by you through use of the uniCenta Services.
  9. Changes to your payment details. If you want to change your method of payment or other payment details, you may edit your information by accessing your “Billing” page on the uniCenta website. If your credit card reaches its expiration date, your continued use of the uniCenta Services constitutes your authorisation for uniCenta to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.
  10. Account cancellation. Your uniCenta account will continue in effect unless and until you cancel the account or?uniCenta terminates your account. You may cancel your plan at any time from within the “Billing” page of the uniCenta application, or by notifying uniCenta Support in writing or by email. You must cancel your uniCenta account at least forty-eight (48) hours before the end of your billing cycle anniversary date in order to avoid billing of the next cycle’s fees to your credit card or nominated payment method.
  11. Data archive following cancellation. When you cancel your account, you must elect one of the following options:
    1. a. Keep a free account and materials entitled within a Free account plan: Your account record will be maintained and moved to the Free Account Plan. Your data and services that fit within the Free Account Plan entitlements will be maintained. All other data and materials will be promptly deleted in accordance with applicable law, and you agreed that you will hold uniCenta harmless from any claims of loss or damage due to such data destruction.
    2. Cancel and Delete all material: Your service will be cancelled and your Data will be promptly deleted in accordance with applicable law, and you agreed that you will hold uniCenta harmless from any claims of loss or damage due to such data destruction.
  12. Free accounts.? uniCenta may offer certain accounts free of charge (“Free Account“) for active users of the system. uniCenta reserves the right to terminate Free Accounts that have not been actively used for a period of three (3) months. If a Free Account is inactive for three (3) months, then uniCenta reserves the right to delete your account and all data contained within, without notice.
  13. Upgrade/downgrade.
    1. Upgrade plan level: You can upgrade at any time to a higher level of service under a new uniCenta plan that is at least of the same duration as your existing plan. Existing system credit will be applied towards upgraded service level, and the difference between the old and new plans will be charged on a pro-rata basis. Your billing cycle will remain the same.
    2. Upgrading your plan term: You can upgrade at any time to a longer plan term. The upgrade to plan length will occur at the end of the next billing cycle and the new billing cycle of extended duration will commence from this anniversary date.
    3. Upgrade plan level and increase plan term: You can upgrade at any time to a higher level of service under a new uniCenta plan and also increase your plan term. The upgrade to the plan level will occur immediately and existing credit will be applied towards the upgraded service level, with the difference between the old and new plans charged on a pro-rata basis. ?Your billing cycles will be modified in the same manner as indicated in subsection b. above.
    4. Upgrade plan level but reduce plan term: You can upgrade at any time to a higher level of service under a new uniCenta plan and also change the billing cycle. Existing system credit will be applied towards your upgraded service level, and the difference between the old and new plans will be charged on a pro-rata basis. Your billing cycle will be re-set so that the date on which you are billed will commence from the day that you nominate to upgrade to the higher plan and change the billing cycle.
    5. Downgrade plan level: You may request a downgrade to your uniCenta plan at any time within the current billing cycle up to and including the seven (7) day period at the end of your billing cycle. However, the downgrade will not take effect until the end of the current billing cycle. The billing cycle end will remain unchanged
  14. Your responsibilities. You acknowledge and agree that you should not rely on the uniCenta Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all Data that is stored, retrieved or otherwise processed by uniCenta Services. Without limiting this, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the uniCenta Services.
  15. Data backup. uniCenta will maintain a regular backup plan, but makes no claim about the accuracy and reliability of these backups.
  16. Transmission of data. You acknowledge and agree that the technical processing and transmission of your electronic communications is fundamentally necessary to your use of the uniCenta Services. You agree that uniCenta is not responsible for any electronic communications and/or data which are lost, altered, intercepted or stored without authorisation during the transmission of any data across networks not owned and/or operated by uniCenta.
  17. Customer support. You will receive support in accordance with the uniCenta plan you have subscribed to as set out at the uniCenta Support?webpage. Additional support can be purchased for a fee. Free Accounts have no guarantee of support, however, it will be provided at uniCenta?s sole discretion.
  18. Third party software. uniCenta is not responsible for the code that implements any third party software or service used in the uniCenta Services nor is?uniCenta responsible for the code that implements any third party software or services provided via a non-web interface. This is the responsibility of the implementers of the third party software. This software is provided to you “as is” and uniCenta makes no representation nor provides any warranty to you as to its availability, reliability, suitability or timeliness.
  19. Your Proprietary rights. uniCenta acknowledges that your Data may be your property and protected by your intellectual property rights. uniCenta will not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way your Data, unless as part of the standard supply of the uniCenta Services or at your direction (e.g., for backup purposes).
  20. uniCenta’s Rights. All right, title, and interest in and to the uniCenta website, its content, and the uniCenta Services (including all intellectual property rights therein) are and will remain the exclusive property of uniCenta and its licensors. The uniCenta website, its content, and the uniCenta Services are protected by copyright, trademark, and other laws of England. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the proprietary content incorporated in the uniCenta website or the uniCenta Services. You may not copy or modify the HTML or other code used to generate web pages on the uniCenta website. You may not copy or modify any electronic document or other publication and its content without prior permission from uniCenta.
  21. Marketing. You agree that uniCenta may identify you as a uniCenta customer in client lists and may use your name, company and/or logo for this purpose in its marketing materials and press releases.
  22. Indemnification. You agree to defend, indemnify, and hold uniCenta, its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees and costs, arising out of or in any way connected with: (i) your access to or use of the uniCenta Services; (ii) your violation of these Terms of Service; or (iii) your violation of any third party rights, including without limitation intellectual property rights.
  23. uniCenta is available “AS IS”. THE UNICENTA SERVICES IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, UNICENTA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE UNICENTA SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA TO UNINTENDED THIRD PARTIES.
    UNICENTA MAKES NO WARRANTY THAT THE UNICENTA SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. UNICENTA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE UNICENTA WEBSITE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE UNICENTA SERVICES.
    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UNICENTA OR THROUGH THE UNICENTA SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  24. Limitation of uniCenta liability. IN NO EVENT WILL UNICENTA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE UNICENTA SERVICES, OR FOR ANY ERROR OR DEFECT IN THE UNICENTA SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT UNICENTA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT UNICENTA? IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THIS RESTS ENTIRELY WITH YOU.
    FREE ACCOUNT HOLDERS: YOU AGREE THAT THE AGGREGATE LIABILITY OF UNICENTA TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE UNICENTA SERVICES IS LIMITED TO TEN (?10) BRITISH POUNDS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNICENTA AND YOU.
    ALL OTHER ACCOUNT HOLDERS: YOU AGREE THAT THE AGGREGATE LIABILITY OF UNICENTA TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE UNICENTA SERVICES IS LIMITED TO LOWER OF: a) THE AMOUNTS YOU HAVE PAID TO UNICENTA DURING THE THREE MONTH PERIOD PRIOR TO SUCH CLAIM, FOR ACCESS TO AND USE OF THE UNICENTA SERVICES, OR b) FIFTY (?50) BRITISH POUNDS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNICENTA AND YOU.
  25. Termination. If you violate any of these Terms of Service, your permission to use the uniCenta Services will automatically terminate. uniCenta reserves the right to revoke or suspend your access to and use of the?uniCenta Services at any time, with or without cause, and with or without notice.
  26. Waiver. uniCenta?s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
  27. Governing Law. These Terms of Service and any action in relation to them will be governed by the laws of the England without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any such action will be the courts located in London, England, and you waive any objection to jurisdiction and venue in such courts.
  28. Assignment. You will not assign or transfer all or any of your rights or obligations under the Terms of Service without the prior written consent of uniCenta.
  29. Severance. Any illegal or invalid provision of the Terms of Service will be severable and all other provisions will remain in full force and effect.
  30. Tax. You are responsible for all taxes which may be payable in respect of the provision of the uniCenta Services to you and unless otherwise legislated in the jurisdiction which is relevant to your purchase of the uniCenta Services.
  31. Beta Services. We may offer certain uniCenta Services as beta services (“beta”, “Beta Service” or ?Beta Services?) for the purpose of testing and evaluation. Beta Services have no SLA and may not have equivalent features to our commercial service. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that uniCenta will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Last Updated 31 December?2015