Terms of Service

You may access and use our Website for lawful purposes only. You agree to use the Website solely for the purpose of obtaining information about UFG's services, making legitimate business enquiries, or engaging with content published by UFG.

You must not use our Website in any manner that:

• Violates any applicable law or regulation of the Republic of Serbia, the European Union, or any other applicable jurisdiction;
• Is fraudulent, deceptive, or misleading, or impersonates any person or entity;
• Transmits, uploads, or distributes any unsolicited commercial communications, spam, malware, viruses, or harmful code;
• Attempts to gain unauthorised access to any part of our systems, networks, servers, or data;
• Interferes with, disrupts, or places an unreasonable burden on our Website infrastructure or servers;
• Scrapes, crawls, or harvests content or data from the Website without our prior written consent;
• Reverse engineers, decompiles, or disassembles any part of the Website or its underlying software;
• Infringes the Intellectual Property Rights, privacy, or other rights of UFG or any third party.

We endeavour to maintain the availability of the Website but do not guarantee uninterrupted or error-free access. We reserve the right to suspend, modify, or discontinue the Website or any part thereof at any time without notice. We shall not be liable for any loss or inconvenience caused by unavailability of the Website.

Our Website may contain links to third-party websites. Such links are provided for convenience only and do not constitute endorsement. UFG accepts no responsibility for the content, accuracy, legality, or privacy practices of any third-party website. You access third-party websites at your own risk.

While we make reasonable efforts to keep our Website content accurate and current, we make no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for a particular purpose of any content published on the Website. Content is provided for general informational purposes only and does not constitute professional, legal, financial, or technical advice.

Universe Force Group provides end-to-end technology services to organisations operating in complex, high-stakes environments. Our core service areas include technology architecture design, custom software development, artificial intelligence and machine learning development, system ecosystem integration, testing and quality assurance, deployment and go-live support, ongoing maintenance and optimisation, and technology strategy advisory.

The precise scope, deliverables, timelines, and fees applicable to a particular engagement will be set out in a Service Agreement or Statement of Work executed between UFG and the Client.

UFG will perform Services with reasonable care, skill, and diligence, in accordance with applicable professional standards, and in compliance with applicable law. UFG shall use qualified personnel appropriate to the nature and complexity of the engagement.

The Client shall, in a timely manner and without undue delay:

• Provide UFG with all information, access, systems, documentation, and co-operation reasonably required to perform the Services;
• Appoint a named Client representative with authority to provide instructions and approvals;
• Ensure that all information and data provided to UFG is accurate, complete, and lawfully obtained;
• Make timely payment of Fees in accordance with the Service Agreement;
• Notify UFG promptly of any change in requirements, business circumstances, or constraints that may affect the Services;
• Comply with all applicable laws in connection with their use of the Services and Deliverables.

UFG shall not be liable for any failure or delay in performing its obligations to the extent such failure or delay arises from the Client's failure to meet its obligations under this Section 4.3.

Any change to the agreed scope of Services, including additions, modifications, or reductions, must be agreed in writing by both parties through a formal change control process. Verbal instructions or informal communications shall not constitute a valid change to the agreed scope. UFG reserves the right to adjust timelines and Fees to reflect any agreed change in scope.

UFG may subcontract or delegate the performance of all or part of the Services to qualified third parties, provided that UFG shall remain responsible for the performance of the Services and the acts and omissions of its subcontractors as if they were its own. UFG will not subcontract sensitive or confidential components of the engagement without the Client's prior written consent where reasonable.

Where a Service Agreement specifies an acceptance procedure for Deliverables, the Client shall review and either accept or reject Deliverables within the period stipulated in the Service Agreement. Rejection must be accompanied by a written specification of the defects. Where no acceptance procedure is specified, Deliverables shall be deemed accepted upon delivery unless the Client notifies UFG of material defects within fourteen (14) calendar days of delivery.

The Fees payable for Services shall be as specified in the relevant Service Agreement. Fees may be structured as fixed price, time-and-materials, retainer, milestone-based, or any combination thereof, as agreed by the parties. UFG reserves the right to adjust its rates for new engagements upon written notice.

UFG will issue invoices in accordance with the payment schedule set out in the Service Agreement, or if no schedule is specified, upon completion of each project milestone or monthly in arrears. Invoices shall be issued in Euros (EUR) or such other currency as agreed in the Service Agreement.

Unless otherwise specified in the Service Agreement, invoices are due and payable within thirty (30) calendar days of the invoice date. Payment shall be made by bank transfer to the account details specified on the invoice.

If the Client fails to make payment by the due date, UFG reserves the right to: (a) charge statutory default interest on the overdue amount in accordance with the Law on Default Interest of the Republic of Serbia; (b) suspend performance of the Services until all outstanding amounts are paid in full; and (c) terminate the Service Agreement upon written notice if payment remains outstanding for more than thirty (30) days after the due date.

All Fees are stated exclusive of value added tax (VAT), goods and services tax, withholding taxes, or any other applicable taxes unless expressly stated otherwise. The Client is responsible for all applicable taxes arising from the engagement. Where UFG is required by law to collect or remit tax, it shall add such amounts to the relevant invoice.

Reasonable travel, accommodation, and out-of-pocket expenses incurred by UFG in connection with providing the Services shall be reimbursable by the Client, provided that such expenses are pre-approved in writing by the Client and supported by receipts. UFG will use reasonable efforts to minimise expenses.

If the Client disputes any invoice or part of an invoice in good faith, it must notify UFG in writing within ten (10) business days of receipt of the invoice, specifying the nature of the dispute. The Client shall pay any undisputed amounts by the payment due date. The parties shall endeavour to resolve invoice disputes promptly and in good faith.

UFG retains all Intellectual Property Rights in its pre-existing tools, frameworks, methodologies, know-how, proprietary software, libraries, templates, and other materials developed independently of a specific Client engagement (“UFG Background IP”). Nothing in these Terms or any Service Agreement transfers ownership of UFG Background IP to the Client.

To the extent that UFG incorporates UFG Background IP into Deliverables, UFG grants the Client a non-exclusive, non-transferable, royalty-free licence to use such UFG Background IP solely to the extent necessary to use the relevant Deliverables for the Client's internal business purposes.

The Client retains all Intellectual Property Rights in its pre-existing materials, data, systems, trade marks, and other assets provided to UFG for the purpose of delivering the Services (“Client Background IP”). The Client grants UFG a limited, non-exclusive licence to use Client Background IP solely for the purpose of performing the Services during the term of the relevant Service Agreement.

Unless otherwise expressly agreed in a Service Agreement, ownership of Intellectual Property Rights in Deliverables specifically created for the Client under a Service Agreement shall vest in the Client upon full payment of all Fees due in connection with those Deliverables. Until such payment is received, UFG retains all rights in such Deliverables and grants the Client a conditional licence to use them for internal purposes only.

Where Deliverables incorporate third-party open source software, UFG shall identify such components and the applicable licence terms in the relevant documentation. The Client's rights to use such components are subject to the terms of the applicable open source licences. UFG shall not knowingly incorporate open source components whose licence terms are incompatible with the Client's intended use without prior written disclosure.

The Client shall not, and shall procure that its employees, contractors, and agents do not, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any UFG proprietary software, tools, or frameworks, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.

Notwithstanding any obligation of confidentiality, UFG's personnel shall retain in their unaided memory general skills, experience, and know-how acquired in connection with the performance of Services, and UFG shall not be restricted from using such retained knowledge in future engagements, provided it does not disclose or use the Client's specific Confidential Information.

Each party (“Receiving Party”) shall hold in strict confidence all Confidential Information received from the other party (“Disclosing Party”) and shall not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent. Each party shall use the other's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms or the relevant Service Agreement.

Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care.

The Receiving Party may disclose Confidential Information to its employees, directors, contractors, advisors, and subcontractors who have a genuine need to know such information for the purposes of the engagement, provided that such individuals are bound by confidentiality obligations no less restrictive than those set out herein.

The Receiving Party may also disclose Confidential Information where required by applicable law, court order, or regulatory authority, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party prompt written notice and reasonable co-operation to seek a protective order or other appropriate remedy.

The confidentiality obligations in this Section 7 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party free of restriction prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is received from a third party lawfully and without restriction.

Confidentiality obligations shall survive the termination or expiry of the Service Agreement for a period of five (5) years, or indefinitely in respect of trade secrets and other information the disclosure of which would cause irreparable harm.

Upon termination of the Service Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return or, at the Disclosing Party's election, securely destroy all Confidential Information and any copies thereof, and certify in writing that it has done so. The Receiving Party may retain one archival copy solely for compliance purposes, subject to continued confidentiality obligations.

UFG represents and warrants that:

• It is duly incorporated and validly existing under the laws of the Republic of Serbia and has full legal capacity to enter into and perform its obligations under these Terms and any Service Agreement;
• The Services will be performed with reasonable skill and care by qualified personnel;
• UFG has the right to grant the licences described in Section 6 and that, to the best of its knowledge, the Deliverables (excluding Client Background IP and open source components) do not infringe the Intellectual Property Rights of any third party;
• UFG will comply with all applicable laws and regulations in performing the Services, including applicable data protection, employment, and anti-corruption legislation.

The Client represents and warrants that:

• It has full legal capacity and authority to enter into these Terms and any Service Agreement, and if acting on behalf of a legal entity, that it has authority to bind that entity;
• All information and materials provided to UFG are accurate, complete, and do not infringe any third-party rights;
• The Client has obtained all necessary consents, licences, and authorisations required to allow UFG to use Client Background IP for the purpose of delivering the Services;
• The Client will use the Services and Deliverables in compliance with all applicable laws;
• The Client will make timely payment of all Fees in accordance with the Service Agreement.

To the maximum extent permitted by applicable law, UFG makes no representations or warranties, express or implied, beyond those expressly stated in Section 9.1, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Website and any general informational content are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable law, UFG shall not be liable to the Client for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of data; (f) loss of goodwill; (g) indirect, consequential, special, or punitive damages; arising out of or in connection with these Terms, any Service Agreement, or the provision of Services, even if UFG has been advised of the possibility of such damages.

Subject to Section 10.3, UFG's total aggregate liability to the Client under or in connection with these Terms and any Service Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Client to UFG under the relevant Service Agreement in the twelve (12) month period immediately preceding the event giving rise to the claim.

Nothing in these Terms shall limit or exclude the liability of either party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; (d) any liability that cannot be limited or excluded by applicable law, including mandatory consumer protection rights where applicable.

Each party has a duty to take reasonable steps to mitigate any loss or damage suffered. UFG's liability shall be reduced to the extent that the Client failed to take reasonable steps to mitigate its loss.

Where Services involve the integration, configuration, or use of third-party software, platforms, or cloud services not operated by UFG, UFG shall not be liable for failures, interruptions, data loss, or other issues caused by such third-party systems. UFG will notify the Client of any reliance on critical third-party services and co-operate in good faith to resolve issues.

The Client shall indemnify, defend, and hold harmless UFG, its directors, employees, contractors, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of these Terms or any Service Agreement; (b) the Client's use of Deliverables in a manner inconsistent with these Terms; (c) the Client's infringement of any third-party rights; or (d) the Client's violation of any applicable law.

UFG shall indemnify, defend, and hold harmless the Client from and against any claims by third parties alleging that Deliverables created by UFG (excluding Client Background IP and open source components) infringe such third party's registered Intellectual Property Rights in the Republic of Serbia or the European Union, provided that the Client: (a) promptly notifies UFG of the claim in writing; (b) gives UFG sole control of the defence and settlement; and (c) provides reasonable assistance and co-operation. This indemnity shall not apply to claims arising from the Client's modification of Deliverables or combination with other products not supplied by UFG.

These Terms apply for as long as you use the Website or engage UFG's Services. The term of any specific Service Agreement shall be as set out therein.

Either party may terminate a Service Agreement for convenience upon thirty (30) calendar days' written notice to the other party, unless the Service Agreement specifies a different notice period. Upon termination for convenience by the Client, the Client shall pay all Fees for Services rendered up to the effective date of termination, together with any non-cancellable third-party costs reasonably incurred by UFG in connection with the engagement.

Either party may terminate a Service Agreement with immediate effect by written notice if: (a) the other party commits a material breach of these Terms or the Service Agreement and fails to remedy such breach within thirty (30) calendar days of receiving written notice specifying the breach in reasonable detail; (b) the other party becomes insolvent, enters administration, liquidation, or any analogous insolvency proceeding; or (c) the other party engages in any act of fraud, wilful misconduct, or gross negligence in connection with the engagement.

Upon termination or expiry of a Service Agreement:

• Each party shall promptly return or destroy the other party's Confidential Information in accordance with Section 7.6;
• The Client shall pay all outstanding Fees for Services performed up to the termination date, including work in progress;
• UFG shall deliver to the Client all completed or partially completed Deliverables for which payment has been or will be made;
• Licences granted under Section 6 shall terminate, except to the extent that ongoing use of Deliverables is necessary for the Client to continue using completed work product for which full payment has been made;
• Each party's accrued rights and liabilities at the date of termination shall be unaffected.

The following provisions shall survive termination or expiry of these Terms and any Service Agreement: Section 6 (Intellectual Property Rights), Section 7 (Confidentiality), Section 8 (Data Protection), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Non-Solicitation), Section 17 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.

These Terms and any Service Agreement, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Serbia, without regard to its conflict of law principles.

Where a Client is established in an EU member state and these Terms involve the processing of EU personal data, the mandatory consumer and data protection provisions of applicable EU law shall apply to the extent required.

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any Service Agreement (a “Dispute”), the parties shall first attempt to resolve the Dispute amicably through good-faith negotiation. Either party may initiate such negotiation by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) calendar days from delivery of such notice to reach a negotiated resolution, unless extended by mutual written agreement.

If the Dispute is not resolved through negotiation within the period specified in Section 17.2, the parties may agree to refer the Dispute to mediation administered by a mutually agreed mediator or mediation institution in the Republic of Serbia before commencing litigation.

If the Dispute is not resolved through negotiation or mediation, it shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Serbia, with the courts of Belgrade having jurisdiction as the seat of UFG's registered office.

Where a Client is a consumer or a small business domiciled in an EU member state, that Client may also have the right to bring proceedings in the courts of their domicile in accordance with applicable EU jurisdictional rules.

These Terms, together with any applicable Service Agreement, Statements of Work, Data Processing Agreements, and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, negotiations, understandings, and agreements, whether oral or written.

UFG reserves the right to amend these Terms at any time by publishing updated Terms on the Website. The date of the most recent revision will be indicated at the top of the document. Your continued use of the Website or Services following the publication of revised Terms constitutes acceptance of those changes. For material changes affecting existing Service Agreements, UFG will provide thirty (30) days' advance written notice.

If any provision of these Terms or any Service Agreement is found by a court or other authority of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be deemed severed from the remainder of the agreement, which shall continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach of the same or any other provision.

Neither party may assign or transfer any of its rights or obligations under these Terms or any Service Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, UFG may assign these Terms or any Service Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under these Terms and the Client is notified in writing.

Nothing in these Terms shall create or be deemed to create a partnership, joint venture, employment relationship, or agency between the parties. Neither party shall have authority to bind the other contractually or otherwise without express written authorisation.

Service Agreements may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute a single instrument. Electronic signatures shall be deemed valid and binding to the same extent as original wet-ink signatures, in accordance with applicable Serbian and EU electronic commerce law, including the Law on Electronic Document, Electronic Identification and Trust Services in Electronic Business of the Republic of Serbia.

These Terms are prepared in the English language. In the event of any inconsistency between an English version and any translation, the English version shall prevail.