Terms of trade
The terms on which UCS Care Group Limited supplies services and issues invoices.
Version: 18 September 2026
1. Who these terms apply to
1.1 These terms apply only to services supplied, and invoices issued, by UCS Care Group Limited, a company registered in England and Wales under company number 15067831, whose registered office is at 2 Deansgate, Bolton, BL1 1BR ("we", "us", "our").
1.2 They do not apply to any of our subsidiaries or other companies in the UCS Care Group, including UCS Assist and UCS Training. Each of those companies is a separate legal entity and trades on its own terms. If your quote, contract or invoice is from one of them, their terms apply and these do not. Check the company name on the invoice.
1.3 We supply services to businesses and other organisations only, not to consumers.
2. Definitions
2.1 Customer or you means the person or organisation that orders services from us. Contract means the contract between you and us for the supply of services. Order means your acceptance of a quote or statement of work, or a purchase order that we accept. Services means the services, and any deliverables, described in the quote or statement of work. Charges means the fees and expenses payable for the services.
3. How the contract is formed
3.1 A contract is formed when we accept your order in writing (email is fine) or when we start work, whichever happens first.
3.2 The contract is made up of these terms, together with the quote or statement of work and any agreement signed by both parties. If they conflict, the signed agreement takes priority, then the quote or statement of work, then these terms.
3.3 These terms apply instead of any terms you put forward, including terms printed on or referred to in a purchase order.
3.4 Unless it says otherwise, a quote is valid for 30 days from the date it is issued.
4. Our services
4.1 We will provide the services with reasonable skill and care, in line with good industry practice, and in line with any applicable law and regulation.
4.2 Dates and timescales are estimates unless the contract expressly says they are fixed. We are not responsible for delay caused by you not meeting your obligations under clause 5.
4.3 We may use subcontractors, including other companies in our group, to provide the services. We remain responsible for their work.
4.4 Changes to the scope of the services must be agreed in writing, together with any effect they have on the charges and timescales.
5. Your obligations
5.1 You will give us, in good time, the information, decisions, access and cooperation we reasonably need to provide the services. You are responsible for making sure that information is accurate.
5.2 If we are delayed or prevented from performing because you have not done so, we may charge for any reasonable extra costs this causes us.
6. Charges and payment
6.1 The charges are those set out in the quote or statement of work. Unless it says otherwise, they exclude VAT, which you will pay at the applicable rate.
6.2 Unless the contract says otherwise, we will invoice fixed-price work on the milestones agreed, time-and-materials work monthly in arrears, and reasonable pre-approved expenses at cost.
6.3 You must pay each invoice in full, in cleared funds, within 30 days of the invoice date, unless the invoice states a different period. Pay to the bank account shown on the invoice and quote the invoice number. We will never tell you about a change of bank details by email alone. If you receive such a request, call us on +44 330 223 8280 to check it before paying.
6.4 If you dispute an invoice, tell us in writing within 14 days of the invoice date, giving your reasons. You must pay any undisputed part on time. We will both work in good faith to resolve the dispute quickly.
6.5 If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs from the due date until payment. If an invoice is more than 14 days overdue, we may also suspend the services after giving you written notice.
6.6 You may not withhold payment or set off any amount against our invoices.
7. Intellectual property
7.1 We, or our licensors, keep all intellectual property rights in anything we created or owned before the contract, or created independently of it. This includes our methods, tools, know-how, templates and software.
7.2 Unless the contract says otherwise, we own the intellectual property in the deliverables. Once you have paid for them in full, you receive a non-exclusive, perpetual, royalty-free licence to use them for your own internal business purposes.
7.3 You keep all rights in the materials you provide to us. You give us a licence to use them only as needed to provide the services.
8. Confidentiality
8.1 Each of us will keep confidential the other's confidential information. We will each use it only to perform the contract, and disclose it only to employees, advisers and subcontractors who need to know it and are bound by equivalent duties. This clause does not apply to information that is public other than through a breach of this clause, or that must be disclosed by law or by a regulator. It survives the end of the contract.
9. Data protection
9.1 Each of us will comply with the UK GDPR and the Data Protection Act 2018.
9.2 Where we process personal data on your behalf as your processor, we will do so only under a written data processing agreement that meets Article 28 of the UK GDPR. We will not begin that processing until the agreement is in place.
9.3 How we handle personal data as a controller is described in our privacy notice.
10. Limitation of liability
10.1 Nothing in the contract limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- anything else that cannot be limited or excluded by law.
10.2 Subject to clause 10.1, we are not liable, whether in contract, tort (including negligence) or otherwise, for any of the following:
- loss of profit, revenue, business, goodwill or anticipated savings;
- loss or corruption of data;
- any indirect or consequential loss.
10.3 Subject to clause 10.1, our total liability arising under or in connection with the contract is limited to the charges paid or payable under the contract in the 12 months before the event giving rise to the claim.
10.4 Except as set out in these terms, all terms implied by statute or common law are excluded to the fullest extent permitted by law.
11. Ending the contract
11.1 Either of us may end the contract immediately by written notice if the other:
- commits a material breach and, where it can be put right, does not put it right within 30 days of being asked to in writing;
- becomes insolvent, enters administration or liquidation, or stops trading.
11.2 When the contract ends, however it ends, you will pay for all services performed and expenses incurred up to the end date. Clauses 6, 7, 8, 9, 10 and 14 continue to apply.
12. Events outside our control
12.1 Neither of us is liable for a delay or failure to perform caused by events beyond our reasonable control. This clause does not excuse a failure to pay money that is due. If such an event lasts more than 60 days, either of us may end the contract by written notice.
13. General
13.1 Entire agreement. The contract is the whole agreement between us about its subject matter. Neither of us has relied on any statement that is not set out in it.
13.2 Changes. A change to the contract is binding only if it is agreed in writing by both parties. We may update these terms from time to time by publishing a new version on this page. The version in force on the date of your order applies to that order. We can supply earlier versions on request.
13.3 Assignment. Neither of us may assign or transfer the contract without the other's written consent, which will not be unreasonably withheld. We may, however, assign the contract to another company in our group.
13.4 Waiver and severance. A delay in enforcing a right does not waive it. If any provision is found to be invalid, the rest of the contract still applies.
13.5 Third parties. No one other than you and us has any right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
13.6 Notices. Notices must be in writing and sent to the other party's registered office or to the email address it has given for notices. Our email address for notices is hello@ucscaregroup.co.uk.
14. Governing law
14.1 The contract, and any dispute arising from it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Questions
For questions about these terms or an invoice from UCS Care Group Limited, email hello@ucscaregroup.co.uk or call +44 330 223 8280.