Your attention is particularly drawn to clauses 4.6, 4.8, 4.9, and 13 (Limitation of liability).
1 About us
1.1 Company details. UCAS Media Limited (company number 02737300) (we and us) is a company registered in England and Wales and our registered office is at Rosehill, New Barn Lane, Cheltenham, Gloucestershire, England GL52 3LZ. Our VAT number is 618 0180 63. We operate the Unibuddy on UCAS Platform embedded at www.ucas.com (Platform).
1.2 Contacting us. To contact us telephone our customer service team at [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
2 Our contract with you
2.1 Our Contract. These terms and conditions (Terms) and the Order Acknowledgement apply to our provision of the Platform as described in clause 4 to you (Services). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract (as defined above) is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3 Registration
3.1 Registering. You may apply to register for the Services by contacting us by email or phone, but a contract will not come into place between us until we have notified you that we have accepted your registration in accordance with clause 3.3. When such a contract does come into place, it shall be on the basis of these Terms.
3.2 Acknowledgement of receipt. After you submit your application, you may receive an email from us acknowledging that we have received it, but please note that this does not mean that your registration has been accepted.
3.3 Acceptance. Our acceptance of your registration takes place when we send an email to you to accept it (Registration Confirmation) and when you have confirmed you would like your ambassadors live on ucas.com, at which point and on which date (Commencement Date) the Contract between you and us will come into existence, subject to agreement otherwise.
3.4 If we cannot accept your registration. We reserve the right to refuse any registration application and if so, we will inform you of this by email.
4 Our Services
4.1 Platform Communications. Upon successfully registering for the Services, you may use the Platform to list your student Ambassadors (Unibuddy on UCAS Listing). Unibuddy on UCAS Listing will enable an aggregated selection of current student ambassadors at the University to communicate with prospective students and other visitors (all collectively referred to as “Prospects”) via the Platform.
4.2 Unibuddy on UCAS Listing will include a triggered email to be sent by UCAS Media, on behalf of the University, to each Prospect who signs up to talk to their Ambassadors.
4.3 UCAS Media will provide an ‘analytics report’ twice a year, to show how many Prospects signed up to the Platform and engaged with your Ambassadors, and their applicant status (applied/accepted).
4.4 The mechanisms for the University to monitor and moderate conversations in the platform will remain the same as the existing Unibuddy Platform.
4.5 The mechanisms for the current Ambassadors to send and receive messages will remain the same as with the existing Unibuddy Platform.
4.6 Platform Code of Conduct. It is your responsibility to ensure your Ambassadors behave appropriately on the Platform, but as a minimum, you shall ensure that the Unibuddy on UCA Listing meets our Platform Code of Conduct, contained in Schedule 1 and as updated from time to time.
4.7 Scope of our Services.
4.7.1 You acknowledge and agree that we provide the Platform for UCAS on Unibuddy Listing only and that our Services do not include liaising with any third parties on your behalf or liaising with you on behalf of third parties (including Prospects).
4.7.2 UK based higher education providers who are a customer of the UCAS admissions scheme may access our Services, or such other customer approved by UCAS Media in its sole discretion. All UCAS on Unibuddy Listings on the Platform will be listed in an entirely randomised order.
4.8 Our right to monitor. We reserve the right to monitor and/or moderate Unibuddy on UCAS Listing, but we are not obliged to do so and we are not responsible for any errors in the Unibuddy on UCAS Listing. If we find any communications fails to meet our Platform Code of Conduct, Clause 6 may apply.
4.9 Reasonable care and skill. We warrant to you that we will provide the Services with reasonable care and skill although we do not warrant any particular outcome as a result of you carrying out Ambassador communications on the Platform or as a result of any other use of the Platform or our Services.
4.10 Prospects. We do not warrant the credibility or suitability of any Prospect who may use the Platform.
4.11 Ambassadors. We do not in any way warrant or endorse the suitability of your Ambassadors or any comments they make on the Platform.
4.12 Technological failures. Notwithstanding that we and/or our licensors (as applicable) will use our reasonable endeavours to provide uninterrupted access to the Platform, technological failure may obstruct the provision of the Platform or prevent access to all or any part of the Platform. We make no representation or warranty that the Platform and/or Services will be accessible or available at all times, or that the whole or any part of the Platform or Services will be free from error.
4.13 Transmission of data. We will not be liable for delays or errors in data caused by virtue of the transmission of that data via the internet.
5 Your warranties and obligations
5.1 You warrant that:
5.1.1 you do not act as a consumer in relation to this Contract;
5.1.2 any individual who has agreed to these Terms on your behalf has the requisite authority to contract on your behalf; and
5.1.3 you have the authority to make contact with Prospects that may engage with the Unibuddy on UCAS Listing.
5.2 You undertake that you will:
5.2.1 at all times comply with, and ensure all Ambassadors comply with, all applicable laws, regulations and codes of practice in the United Kingdom (including, without limitation, Advertising Standards Agency codes and guidance), and that you, and your Ambassadors, will not be defamatory, discriminatory or infringe any copyright trade mark or other intellectual property rights or rights of any third parties whatsoever;
5.2.2 not allow any of your members of staff that are not named in your registration application to use the Platform/Services;
5.2.3 keep all passwords and usernames assigned to you and your employees safe and confidential;
5.2.4 comply at all times with the Platform Code of Conduct when engaging in communication with Prospect son the Unibuddy on UCAS Listing and continue to ensure continuous compliance;
5.2.5 have the benefit of all necessary authorities, consents and licences necessary to use, display, reproduce, and publish any of your content contained within a Unibuddy on UCAS Listing;
5.2.6 immediately update your Unibuddy on UCAS Listing to reflect any changes (for example, any course details on the “ambassador profile”) that occur since the relevant Unibuddy on UCAS Listing was uploaded;
5.2.7 immediately rectify any errors or inaccuracies in any or your communications and/or Unibuddy on UCAS Listing or any breach of the Platform Code of Conduct on becoming aware of the same and shall provide such assistance to us as we may require to identify and remedy any unauthorised use of any of your Unibuddy on UCAS Listing;
5.2.8 not use our name, or the name of the University and Colleges and Admissions Services (UCAS) or any logos, trade, service marks, or any other intellectual property (registered or unregistered) in any manner or for any purpose;
5.2.9 not bring us or UCAS into disrepute with Prospects and the general public; and
5.2.10 cooperate with us in all matters relating to the Platform, Services, and Unibuddy on UCAS Listing.
5.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any warranty or undertaking listed in clauses 5.1 and 5.2 (Your Default):
5.3.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
5.3.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
5.3.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6 Removal of Services
6.1 We may, at our absolute discretion:
6.1.1 remove or refuse to display an Ambassador on the Platform without notice to you (although we will use reasonable endeavours to provide such notice);
6.1.2 without prejudice to our rights contained in clause 6.1.1 require a UCAS on Unibuddy Listing to be amended.
7 Subscription Period and Fees
7.1 In consideration of our provision of the Services you must pay us the fees (Fees) as set out in the Order Acknowledgement.
7.2 You must pay us the Fees on registering with the Services which will enable you to use the Services for an initial 12-month period (Initial Subscription Period).
7.3 The Initial Subscription Period shall automatically renew on expiry for a further period of 12 months (Renewal Period), and each Renewal Period shall automatically renew for periods of 12 months on expiry of the preceding Renewal Period, subject always to you paying the Fees for the upcoming Renewal Period in advance.
7.4 The Fees for the Initial Subscription Period are the prices quoted to your during the process of registering with for our Services.
7.5 We reserve the right to change our Fees for future Renewal Periods from time to time.
7.6 Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.
8 How to pay
8.1 You must pay for your Initial Subscription Period, or upcoming Renewal Period (as appropriate), on receipt of an invoice from us and in any event in advance of commencement of the relevant period
8.2 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.3 You shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9 Complaints
If a problem arises or you are dissatisfied with the Services, you can submit a complaint to [email protected] or visit our website for further information on submitting a complaint. Individuals wishing to complain about the handling of their personal data they can do that directly via the contact details noted here. For customer service /care issues, you can contact the UCAS Media sales team on [email protected]. For all technical issues, please email [email protected].
10 Intellectual property rights
10.1 All intellectual property rights in the Platform (including the branding of the Platform) and the Services shall remain our property or the property of our licensors (as appropriate), and you shall acquire no rights or interests in the same.
10.2 We, or our licensors (as appropriate) grant you the right to make use of reporting and analytical data provided via the Dashboard. This will include:
10.2.1 Accumulative number of prospects that have connected with your Ambassadors.
10.2.2 Accumulative number of conversations started.
10.2.3 Number of prospects displayed by subject of interest.
10.2.4 Number of prospects displayed by country of origin.
10.3 You grant to us and our licensors a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the content contained in your Unibuddy on UCAS Listings for any purpose whatsoever.
11 Data protection
11.1 Personal Data collected via Unibuddy on UCAS will be owned and controlled by us. You will not have the right to access, process or make use of any Personal Data held on the Platform.
11.2 Each of us will have responsibilities as Data Controller in respect of the information we each hold and will use and process the data strictly according to all applicable requirements of the Data Protection legislation in force at the time. Further details of how we will process personal information are set out in the UCAS Media Privacy Policy.
12 Indemnity
12.1 You shall indemnify and hold us harmless against all liabilities, expenses, costs, damages, and losses (including but not limited to direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses (including, without limitation, public relations costs)) suffered or incurred by us arising out of or in connection with:
12.1.1 any claim, potential claim or allegation made against us by any third party arising out of or in connection with your acts and/or omissions (whether connected to your use of the Services or not);
12.1.2 any breach of the warranties at clause 5.1; and
12.1.3 any breach of the undertakings at clause 5.2.
13 Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
13.1.1 death or personal injury caused by negligence;
13.1.2 fraud or fraudulent misrepresentation; and
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
13.2.1 loss arising from a third party claim against you;
13.2.2 loss of profits;
13.2.3 loss of sales or business;
13.2.4 loss of agreements or contracts;
13.2.5 loss of anticipated savings;
13.2.6 loss of use or corruption of software, data or information;
13.2.7 loss of or damage to goodwill; and
13.2.8 any indirect or consequential loss.
13.3 Subject to clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 200% of the total Charges paid under the Contract.
13.4 We have given commitments as to compliance of the Services with the relevant specification in clause 4.9. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.5 This clause 13 will survive termination of the Contract.
14 Confidentiality
14.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 We each may disclose the other's confidential information:
14.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 16; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15 Termination
15.1 Either of us may terminate the Contract on expiry of an Initial Subscription Period or Renewal Period (as appropriate) on 14 days’ prior written notice to the other.
15.2 UCAS may terminate the Contract for any reason at any time during the Initial Subscription Period or any Renewal Period on giving you 30 days’ notice, UCAS shall provide a pro rata refund of the Fees for any remaining unused Initial Subscription Period or Renewal Period.
15.3 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
15.3.1 you fail to pay any amount due under the Contract on the due date for payment;
15.3.2 notwithstanding any previous acceptance by us, there are any changes to the status of your eligibility;
15.3.3 any of your UCAS on Unibuddy Listing or communications breach the Platform Code of Conduct (whether they are ‘live’ on the Platform or not);
15.3.4 we believe that your acts or omissions, whether related to the Services or not, are likely to bring us or UCAS into disrepute;
15.3.5 you breach any of the applicable laws, regulations or codes applicable to you (whether related to your use of the Services or not);
15.3.6 you commit any other material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
15.3.7 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
15.3.8 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
15.3.9 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.4 On termination of this Contract for any reason:
15.4.1 all fees and sums due from you to us will be immediately payable and you shall pay them in full;
15.4.2 you will immediately cease use of the Services and permanently delete any access password or usernames for the Services and the Platform;
15.4.3 yours or our rights and remedies that have accrued as at termination will not be affected;
15.4.4 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16 Events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
16.2.1 we will contact you as soon as reasonably possible to notify you; and
16.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
17 Non-solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
18 Communications between us
18.1 When we refer to "in writing" in these Terms, this includes email.
18.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.3 A notice or other communication is deemed to have been received:
18.3.1 if delivered personally, on signature of a delivery receipt;
18.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the first working day after posting; or
18.3.3 if sent by email, at 9.00 am the next working day after transmission.
18.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19 General
19.1 Assignment and transfer.
19.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
19.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clause will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
SCHEDULE 1
Platform Code of Conduct
Who does this apply to?
This code of conduct forms part of the Platform terms and conditions and applies to all eligible higher educational providers using the Unibuddy on UCAS Listing service.
Introduction
The Unibuddy on UCAS Listing is intended to help Prospects to gather information, advice, and guidance about education and career opportunities, from a wide range of course providers and organisations all in one place. To ensure students’ needs remain at the heart of our Services, you must adhere to this Code of Conduct.
As a minimum, all Unibuddy on UCAS Listings must:
• comply with all applicable laws, including Consumer Protection Regulations;
• be truthful, accurate and up to date;
• must not provide any information that may be misleading and that could potentially impact on a Prospect’s decision making;
• not include any personal data (within the meaning of the General Data Protection Legislation) in any communications;
• not contain any marketing promotions (whether third party or otherwise);
• not contain any computer viruses or vulnerabilities;
• not include any photographs;
• not include any bad language or other obscenities, nor discussions about matters of a sensitive sexual nature, nor discussions about the abuse of alcohol or drugs; and
• not include any words, images, or material that could, in our opinion, potentially harm our reputation or the reputation of UCAS.
Marketing materials
All promotional material that is uploaded to the Unibuddy on UCAS Listing should be accurate and provide a balanced view of your organisation e.g. if an organisation were to state “The University of Name is in the Top 5 for Student Experience in the UK”, there should be a reference to the source of this statistic. Also care must be taken that you do not give a misleading impression about your location – for example, where wording or images imply that the campus is based in central London when this is not in fact the case (this may be particularly relevant for international students).
Ambassador Code of Conduct
As student ambassadors are employed by the higher education provider for the purposes of providing information to prospective students, it would be prudent to provide a briefing as part of the student ambassador training and sign them up to an individual Ambassador Code of Conduct, to ensure that they understand their role and are aware of their responsibilities, including being good role models online and knowing where to refer Prospects, should they not know the answer to a question.
Upholding the Platform Code of Conduct
UCAS Media recognises that higher educational providers work hard to comply with the Platform Code of Conduct, and in the unlikely event that issues arise, any concerns will be addressed quickly. Any higher educational provider with concerns should initially raise these with the UCAS Media representative. The UCAS Media representative will liaise with the relevant Prospect and/or other third party to seek a resolution. All issues raised will be logged and reviewed regularly by UCAS Media. If issues arise repeatedly, the individual with overall responsibility for your Unibuddy on UCAS listing will be notified, and appropriate resolution sought. Unibuddy on UCAS Listings will be jeopardised if the code of conduct is not upheld. If concerns relate to serious issues such as Equality Act 2010 concerns, the UCAS representative will take any immediate steps required.
Unibuddy T&Cs: last updated 30 May 2022