Terms of Service

1. Introduction

Welcome to Uniglo Financial Limited ("we", "our", "us", or "the Company"). These Terms of Service ("Terms", "Terms of Service", or "Agreement") constitute a legally binding agreement between you ("you" or "Client") and Uniglo Financial Limited regarding your use of our website located at uniglofinancial.co.uk (the "Website") and our services.

Uniglo Financial Limited is a company registered in England and Wales. Our registered office is at 1 Kensington Gore, London SW7 2AR, United Kingdom.

By accessing or using our Website or services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Website or services.

Please read these Terms carefully before using our services. If you have any questions, please contact us using the details provided in Section 21.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Services" means all global mobility, international payroll, employer of record, visa sponsorship, tax advisory, contractor management, and related services provided by us
• "Client" means any individual, company, or entity that uses or contracts for our Services
• "Contractor" means an individual engaged in contracting services who uses our Services
• "End Client" means the entity or organisation that engages the Contractor
• "Service Agreement" means a separate written agreement between you and us for specific Services
• "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, database rights, rights in designs, know-how, confidential information, and all other intellectual property rights, whether registered or unregistered

3. Services

We provide comprehensive global mobility and international workforce solutions, including but not limited to:

• International payroll processing and management across multiple jurisdictions
• Employer of Record (EOR) services in 70+ countries
• UK visa sponsorship and work permit services
• Tax advisory and planning services for international assignments
• Contractor management and payment solutions
• Umbrella company services
• Global mobility and assignment management
• Compliance and regulatory services

The specific Services to be provided will be detailed in your Service Agreement. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, though we will endeavour to provide reasonable notice where practicable.

We do not guarantee that our Services will be available at all times or that they will be uninterrupted, secure, or error-free. We reserve the right to perform maintenance, updates, or modifications to our Services.

4. Acceptance of Terms and Service Agreements

By using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all users of our Website and Services.

In addition to these Terms, specific Services may be governed by a separate Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the conflict, but only for the specific Services covered by that Service Agreement.

We may update these Terms from time to time. Material changes will be notified to you by email (where we have your email address) or by posting a prominent notice on our Website. Your continued use of our Services after such changes constitutes acceptance of the updated Terms.

5. Eligibility and Registration

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity and authority to enter into binding contracts
• Provide accurate, current, and complete information when registering or using our Services
• Maintain and update your information to ensure it remains accurate, current, and complete
• Comply with all applicable laws and regulations

If you are registering on behalf of a company or organisation, you represent and warrant that you have the authority to bind that entity to these Terms.

We reserve the right to refuse service, terminate accounts, or limit access to our Services at our sole discretion, including for reasons such as fraud, illegal activity, violation of these Terms, or breach of a Service Agreement.

6. Use of Website and Services

6.1 Permitted Use

You may use our Website and Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use our Website or Services in any way that violates any applicable law, regulation, or rule
• Use our Website or Services to engage in any fraudulent, deceptive, or illegal activity
• Attempt to gain unauthorised access to our Website, Services, computer systems, or networks
• Interfere with or disrupt the operation of our Website or Services
• Introduce any viruses, malware, or other harmful code
• Reverse engineer, decompile, or disassemble any part of our Website or Services
• Copy, modify, or create derivative works of our Website or Services without our written consent
• Use our Website or Services to transmit spam, unsolicited communications, or any harassing, abusive, or inappropriate content
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity

6.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong and unique password
• Notify us immediately if you suspect any unauthorised access to your account
• Take all reasonable steps to protect your account from unauthorised access

7. Client Obligations and Warranties

You represent, warrant, and covenant that:

• All information you provide to us is accurate, current, and complete
• You have the legal right and authority to provide such information and to use our Services
• You will comply with all applicable laws, regulations, and tax obligations in all jurisdictions where you operate
• You will cooperate fully with us in providing our Services and will provide all necessary information, documents, and authorisations in a timely manner
• You will maintain appropriate insurance coverage where required
• You will not use our Services for any unlawful or fraudulent purpose
• You will promptly notify us of any changes to your circumstances that may affect our Services
• You have obtained all necessary consents and authorisations from individuals whose personal data you provide to us

If you breach any of these representations, warranties, or covenants, we may suspend or terminate your access to our Services immediately, without liability to you.

8. Payment Terms

8.1 Fees and Charges

Fees for our Services will be as specified in your Service Agreement or as agreed between us. All fees are exclusive of applicable taxes, duties, and governmental charges, which you are responsible for paying.

8.2 Payment Terms

Payment terms will be specified in your Service Agreement. Unless otherwise agreed:

• Fees are due within the payment period specified in your Service Agreement (typically 30 days from invoice date)
• Payments must be made in the currency specified in your Service Agreement
• We may charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, or the maximum rate permitted by law, whichever is lower
• We may charge reasonable costs incurred in recovering overdue amounts

8.3 Payment Methods

We accept payment by bank transfer, credit card, debit card, or other methods as agreed. You authorise us to charge your payment method for all fees and charges due.

8.4 Refunds

Refunds, if any, will be governed by your Service Agreement and applicable law. We do not generally provide refunds for Services that have been provided, except as required by law or as specified in your Service Agreement.

9. Intellectual Property

All Intellectual Property rights in our Website, Services, materials, and content (including but not limited to text, graphics, logos, images, software, and documentation) are owned by us or our licensors. Nothing in these Terms grants you any right or license to use any of our Intellectual Property, except as expressly permitted herein or in a Service Agreement.

You retain ownership of any Intellectual Property you own that you provide to us. By providing us with such content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such content solely for the purpose of providing our Services to you.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of our Website or Services without our express written permission.

10. Confidentiality

Both parties agree to maintain the confidentiality of all confidential information received from the other party. "Confidential Information" includes:

• Business, financial, technical, or other proprietary information
• Personal data and information about clients, contractors, or employees
• Trade secrets, know-how, and proprietary methodologies
• Any information marked as confidential or which, by its nature, should be considered confidential

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was lawfully known to the receiving party before disclosure
• Is independently developed by the receiving party without use of the Confidential Information
• Is required to be disclosed by law, court order, or regulatory authority

Both parties will use Confidential Information solely for the purpose of performing their obligations under these Terms or a Service Agreement and will take reasonable measures to protect its confidentiality. These confidentiality obligations survive termination of these Terms.

11. Data Protection and Privacy

We take data protection seriously and comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Our collection, use, and protection of personal data is governed by our Privacy Policy, which forms part of these Terms.

By using our Services, you consent to our processing of personal data in accordance with our Privacy Policy. You agree to comply with all applicable data protection laws when providing personal data to us.

For full details of how we collect, use, store, and protect personal data, please see our Privacy Policy.

12. Limitation of Liability

12.1 General Limitation

Subject to Section 12.3, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms or our Services, shall be limited to the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.

12.2 Exclusion of Certain Damages

Subject to Section 12.3, we shall not be liable for:

• Any indirect, consequential, special, incidental, or punitive damages
• Loss of profits, revenue, business, or goodwill
• Loss or corruption of data
• Loss arising from third-party actions or decisions
• Loss arising from delays in visa, work permit, or regulatory approvals
• Loss arising from changes in law, regulation, or policy
• Any other loss that could not reasonably have been contemplated by the parties

12.3 Exceptions

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

12.4 No Warranties

Except as expressly set forth in these Terms or a Service Agreement, we provide our Services "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee:

• That visa, work permit, or regulatory applications will be successful
• Specific outcomes in tax or legal matters
• That our Services will meet all your requirements
• Uninterrupted, secure, or error-free operation of our Services

13. Indemnification

You agree to indemnify, defend, and hold harmless Uniglo Financial Limited, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of our Website or Services
• Your breach of these Terms or a Service Agreement
• Your violation of any applicable law, regulation, or third-party right
• Any information or content you provide to us
• Your negligence or wilful misconduct

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, network or internet failures, or changes in law, regulation, or government policy ("Force Majeure Events").

If a Force Majeure Event occurs, the affected party shall notify the other party as soon as practicable and use reasonable efforts to minimise the impact and resume performance.

15. Termination

15.1 Termination by You

You may terminate your use of our Services at any time by providing us with written notice. Termination procedures and any applicable fees or charges will be governed by your Service Agreement.

15.2 Termination by Us

We may suspend or terminate your access to our Services immediately, without prior notice, if:

• You breach these Terms or a Service Agreement
• You fail to pay fees when due
• You engage in fraudulent, illegal, or harmful activity
• We are required to do so by law or regulatory authority
• You become insolvent, bankrupt, or enter into liquidation

15.3 Effect of Termination

Upon termination:

• Your right to use our Services will immediately cease
• All outstanding fees and charges will become immediately due and payable
• We may delete your account and data, subject to legal retention requirements
• Sections that by their nature should survive termination (including confidentiality, indemnification, and limitation of liability) will continue in effect

16. Dispute Resolution

16.1 Informal Resolution

If a dispute arises between us, both parties agree to first attempt to resolve it through good faith negotiations. You should contact us using the details in Section 21 to initiate informal resolution.

16.2 Mediation

If informal resolution is unsuccessful, both parties agree to attempt mediation through a mutually acceptable mediator before initiating legal proceedings.

16.3 Jurisdiction and Governing Law

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such disputes.

16.4 Right to Legal Action

Nothing in this Section 16 shall prevent either party from seeking injunctive relief or other equitable remedies from a court of competent jurisdiction to protect its rights or Intellectual Property.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

18. Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

19. Entire Agreement

These Terms, together with your Service Agreement (if any) and our Privacy Policy, constitute the entire agreement between us regarding your use of our Website and Services, and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

20. Assignment

You may not assign, transfer, or sublicense these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms and our rights and obligations hereunder to any third party, including in connection with a merger, acquisition, or sale of assets, without your consent.

21. Contact Us

If you have any questions, concerns, or requests regarding these Terms, please contact us:

For matters relating to data protection and privacy, please see our Privacy Policy.