Terms and Conditions for Deliverables

1. Interpretations

The following definitions and rules of interpretation apply in these Conditions.

• Definitions

Business Day means any day from Monday to Friday other than a statutory holiday or public holiday in England;

Conditions means these terms and conditions together with the terms of any applicable Specification Document, associated invoice or any other document notified to the Customer by Wil-U Solutions as forming part of the Contract;

Confidential Information means without limitation, business, commercial, economic, financial, operational, technical, administrative, marketing, planning and staff information and data relating to the Supplying Party or its interests disclosed including any Intellectual Property Rights to the Receiving Party whether before, during or after the provision of the Deliverables, whether in written, oral, pictorial or any other form, and all information, data, know-how, trade secrets, formulae, processes, designs, photographs, drawings, specifications, software programs, samples or other material attributable to or deriving its existence from the provision of the Deliverables. “Supplying Party” and “Receiving Party” shall have the meanings ascribed in Condition 13;

Contract means any contract for the supply of Deliverables from Wil-U Solutions to the Customer in accordance with these Conditions which comes into existence as set out in Condition 2.5;

Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organisational measures are as defined in the Data Protection Legislation;

Customer means the organisation or person who purchases the Deliverables from Wil-U Solutions as set out in the Specification Document;

Data Protection Legislation means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;

Deliverables means the Goods and Services, and all products, materials and documents developed by Wil-U Solutions or its agents, contractors and employees as part of or in relation to the Goods and Services in any form, including, without limitation, computer programs, data, reports and specifications (including drafts);

Goods means all goods supplied by Wil-U Solutions to the Customer pursuant to the Contract, as detailed in the Specification Document;

Input Materials means all documents, information and materials provided by the Customer, including computer programs, data, reports and specifications and any such requirements set out in the Specification Document;

Intellectual Property Rights means all patents, industrial designs, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and “Intellectual Property Right” means any one of the Intellectual Property Rights;

Price means the price due from the Customer for the supply of the Deliverables as detailed in the Specification Document;

Services means the services to be provided by Wil-U Solutions to the Customer pursuant to the Contract and detailed in the Specification Document;

Specification Document means a statement of work, quotation, invoice or other similar document issued by Wil-U Solutions describing the Deliverables to be provided by Wil-U Solutions;

UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and

Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Wil-U Solutions means Wil-U Solutions Limited, a company incorporated in England and Wales with company number 12262219 whose registered office is at The Mills, Canal Street, Derby, DE1 2RJ;

• The headings in these Conditions are inserted for convenience only and shall not affect its construction.
• A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
• Unless the context otherwise requires, words that reference one gender shall include a reference to the other genders.
• Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.
• Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.
• A reference to a “holding company” or “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 (and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its share in that other company is registered (a) in the name of another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) as a nominee).

2. General
   • These Conditions shall apply to all supplies of Deliverables by Wil-U Solutions to the Customer and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer.
   • Before commencement of the supply of any Deliverables, Wil-U Solutions shall submit to the Customer a Specification Document which shall specify the Deliverables and the Price. The Customer shall notify Wil-U Solutions immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Conditions.
   • Any Specification Document submitted to the Customer will not constitute an offer and shall remain valid for the period stated therein, but if no period is specified such Specification Document shall be valid for 90 days from the date of issue. Notwithstanding this Condition 2.3, any Specification Document shall no longer be valid where a sub-contractor or supplier has changed its charges.
   • Each order or acceptance of a Specification Document for the supply of Deliverables by the Customer shall be deemed to be an offer by the Customer to purchase the Deliverables subject to these Conditions.
   • These Conditions shall become binding on the Customer when they are signed by the Customer, or if they are not signed, when Wil-U Solutions:
     • acknowledges the order placed by the Customer in writing;
     • commences processing of the order and/or provision of the Deliverables; or
     • notifies the Customer that the Deliverables are ready;

whichever is the earlier, at which point a “Contract” shall come into existence between Wil-U Solutions and the Customer.

• Wil-U Solutions is under no obligation to accept any order, and no order shall be regarded as having been accepted by Wil-U Solutions, unless the circumstances set out in Condition 5 apply.
• No variation of these Conditions shall be binding unless agreed in writing by a director of Wil-U Solutions and no collateral or supplemental contract may be made or construed unless confirmed in writing by a director of Wil-U Solutions.
• Any typographical, clerical or other omission whether in the Specification Document, in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Wil-U Solutions shall be subject to correction without any liability on the part of Wil-U Solutions.
• The images and descriptions of the Deliverables are for illustrative purposes only. Although Wil-U Solutions has made every effort to ensure their accuracy, Wil-U Solutions cannot guarantee that they accurately reflect the appearance or functioning of the Deliverables. The operation of the Deliverables may differ from that shown.

3. Price and Payment
   • Wil-U Solutions shall be entitled to invoice the Customer for the Price and where applicable any additional charges on or any time after the Contract comes into existence, or where different, in accordance with the payment terms set out in the Specification Document. In the event that any additional charges arise following the issue by Wil-U Solutions of the invoice, Wil-U Solutions will invoice the Customer as and when the additional charges arise.
   • Wil-U Solutions reserves the right to increase the Price and/or additional charges by giving written notice at any time prior to delivery to take account of any increase howsoever arising in the Price and/or additional charges including but without being limited to any increase in the costs of materials, labour or delivery or to take account of any fluctuations in exchange rates, or alteration of duties as shall be reasonable in the circumstances.
   • Wil-U Solutions reserves the right to charge the Customer, as an additional charge, for any additional work undertaken over and above that which would have been otherwise required, (including any expenses or financial penalties incurred by Wil-U Solutions) as a result of any instructions supplied by the Customer being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form, or provided to Wil-U Solutions too late to enable it to meet a deadline.
   • Unless otherwise stated in writing, the Price is exclusive of VAT or any other sales tax which will be charged at the rate in force at the time of despatch.
   • Where set out in the Specification Document, the Customer shall reimburse all reasonable expenses properly and necessarily incurred by Wil-U Solutions in the course of the Contract, subject to production of receipts or other appropriate evidence of payment.
   • Invoiced amounts shall be due and payable upon receipt of invoice, or where different, in accordance with the payment terms set out in the Specification Document, without any set-off or other deduction. Any payment overdue, as detailed on the terms of the invoice, will be subject to a 3% interest charge above the Bank of England base rate on the due date of the invoice. This will be invoiced and will be added to the total outstanding debt owed by the Customer.
   • In the event that the Customer’s procedures require an invoice to be submitted against a purchase order to payment, the Customer shall be responsible for issuing the purchase order before the Contract comes into existence.
4. Delivery
   • The date of delivery specified by Wil-U Solutions is an estimate only. Wil-U Solutions shall use all reasonable endeavours to supply the Deliverables within the estimated timeframe set out in the Specification Document but time shall not be of the essence in the supply of any Deliverables and Wil-U Solutions shall not be liable for any loss, costs, damages, charges or expenses cause by any delay in the delivery of the Deliverables.
   • Wil-U Solutions shall have the right to deliver Deliverables ordered in instalments, which may be invoiced and paid for separately.
5. Title
   • Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery.
   • Title in the Goods shall not pass to the Customer until Wil-U Solutions has received in cash or cleared funds payment in full of the Price and all other sums payable by the Customer to Wil-U Solutions for which payment is then due.
6. Customer’s Obligations
   • To enable Wil-U Solutions to perform its obligations under the Contract the Customer shall:
     • fully co-operate with Wil-U Solutions;
     • provide Wil-U Solutions with any information reasonably required;
     • obtain all necessary permissions and consents which may be required before commencement of the supply of any Deliverables;
     • comply with all applicable laws and regulations with respect to its activities under the Contract;
     • carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Wil-U Solutions may adjust any agreed timetable or delivery schedule as reasonably necessary;
     • ensure that its network and systems comply with the relevant specifications provided by Wil-U Solutions from time to time;
     • be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Wil-U Solutions' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
     • comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
   • The Customer shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the Deliverables that:
     • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
     • facilitates illegal activity;
     • depicts sexually explicit images;
     • promotes unlawful violence;
     • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
     • is otherwise illegal or causes damage or injury to any person or property,

and Wil-U Solutions reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this Condition 6.2.

• The Customer shall not:
  • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any software and/or documents supplied as part of the Deliverables (as applicable) in any form or media or by any means; or
    • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software supplied as part of the Deliverables,

and Wil-U Solutions shall not be liable for any data loss, corruption of data or errors due to any alteration activity of the Customer. If Wil-U Solutions is required to investigate errors due to work which has been carried out by the Customer then the Customer shall pay an additional charge for such investigative or corrective work; or

• access all or any part of the Deliverables in order to build a product or service which competes with the Deliverables; or
• use the Deliverables to provide services to third parties; or
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Deliverables available to any third party without Wil-U Solutions’ prior written consent; or
• attempt to obtain, or assist third parties in obtaining, access to the Deliverables.

• The Customer shall be liable to compensate Wil-U Solutions for any expenses incurred by Wil-U Solutions as a result of the Customer’s failure to comply with Conditions 1 to 6.3. Without prejudice to any other rights to which Wil-U Solutions may be entitled, in the event that the Customer unlawfully terminates or cancels the Deliverables agreed to in the Specification Document (or any part thereof), the Customer shall be required to pay to Wil-U Solutions any agreed damages and not as a penalty the full amount of any third party costs to which Wil-U Solutions has committed, and in respect of cancellations of less than five Business Days’ written notice the full amount of the Deliverables contracted for as set out in the Specification Document, and the Customer agrees that such damages are reasonable and proportionate to protect Wil-U Solutions’ legitimate interests in such case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Condition 6.1 shall be deemed to be a cancellation of the Deliverables and subject to the payment of damages set out in this Condition 6.4
• In the event that the Customer or any other third party, not being a sub-contractor or supplier of Wil-U Solutions, shall omit or commit anything which prevents or delays Wil-U Solutions from undertaking or complying with any of its obligations under this Agreement, then Wil-U Solutions shall notify the Customer as soon as possible and:
  • Wil-U Solutions shall have no liability in respect of any delay to the completion of any project;
  • if applicable, the timetable for the project shall be modified accordingly;
  • Wil-U Solutions shall notify the Customer at the same time if it in intends to make any claim for additional costs.

7. Alterations to the Specification Document
   • Wil-U Solutions may, from time to time and without notice, change the Specification Document in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Price, for the Deliverables.
   • The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Deliverables to be provided under the Contract shall be set out in the Specification Document, which shall reflect the changed Deliverables and Price and any other terms agreed between the parties.
   • The Customer may at any time request alterations to the Specification Document by notice in writing to Wil-U Solutions. On receipt of the request for alterations Wil-U Solutions shall, within five Business Days or such other period as may be agreed by the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
   • Where Wil-U Solutions gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within five Business Days of receipt of such notice or such other period as may be agreed between the parties, advise Wil-U Solutions by notice in writing whether or not it wishes the alterations to proceed.
   • Where Wil-U Solutions gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter Wil-U Solutions shall perform its obligations under the Contract upon the basis of such amended terms.
   • Wil-U Solutions may charge for the time it spends on preparing and negotiating changes to the Specification Documents proposed by the Customer pursuant to Condition 3 at Wil-U Solutions' standard daily rates then in force.
8. Warranty
   • Subject to the Conditions set out below Wil-U Solutions warrants that:
     • the Deliverables shall conform to the specification in the Specification Document;
     • unless otherwise specified in the Specification Document, the Goods and all their component parts, where applicable, are free from any defects in design workmanship, construction or materials, for a period of 12 months from the date of delivery; and
     • the Services performed under the Contract shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices

For the avoidance of doubt the warranty set out in this Condition 8.1 shall not extend to cover any materials not manufactured, designed, programmed or created by Wil-U Solutions or Sprout Products Ltd.

• Wil-U Solutions reserves the right to change, modify, remove or replace any Deliverables at any point and without notice to the Customer in order to comply with any applicable software or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Price, for the Deliverables.
• Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Customer must satisfy itself as to the fitness for the purpose for which the Deliverables are intended.
• Wil-U Solutions does not warrant that the Deliverables and/or the information obtained by the Customer through the Deliverables will meet the Customer's requirements or that the use of the Deliverables will be uninterrupted or error-free and Wil-U Solutions is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
• Wil-U Solutions has taken reasonable steps to ensure the Deliverables are Virus free but does not warrant that there will be no Viruses within the Deliverables.
• Wil-U Solutions shall not be liable for a breach of any of the warranties in Condition 1 unless:
  • the Customer gives written notice to Wil-U Solutions of the breach within 3 Business Days of becoming aware of it; and
  • Wil-U Solutions is given a reasonable opportunity after receiving the notice of the defect and the Customer complies with any request from Wil-U Solutions to enable any examination of the Deliverables and remedy any such defect.
• Wil-U Solutions shall not be liable for breach of warranty under Condition 1 if:
  • the Customer makes any further use of such Deliverables after giving notice under Condition 6; or
  • the defect arises because the Customer has failed to follow Wil-U Solutions’ instructions (whether oral or in writing) as to the proper use of the Deliverables or (if there are none) good trade practice; or
  • the Customer alters the Deliverables or otherwise interferes with them without the written consent of Wil-U Solutions.
• Where any valid claim in respect of the Deliverables is made by the Customer Wil-U Solutions shall be entitled at its option to:
  • correct the Deliverables (or the part of the Deliverables in question) found not to conform to warranty at Wil-U Solutions’ cost;
  • re-perform the relevant part of any Deliverables found not to conform to warranty at Wil-U Solutions’ cost; or
  • at Wil-U Solutions’ sole discretion, refund to the Customer the Price (or a proportionate part of the Price) of the relevant part of the Deliverables found not to conform to warranty,

and subject to Condition 10.3 Wil-U Solutions shall have no further liability to the Customer.

9. Indemnification
   • The Customer shall indemnify and hold Wil-U Solutions harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of donation, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by; Wil-U Solutions, or Wil-U Solutions’ employees or agents or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, a consequence of, relates to or arises from a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Customer.
10. Limitation of Liability
    • Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Wil-U Solutions to the Customer in respect of any claim whatsoever or breach of the Contract, whether or not arising out of negligence, shall be limited to the element of the Price paid by the Customer to which the claim relates.
    • Wil-U Solutions shall have no liability in respect of any:
      • Loss of profits.
      • Loss of Donations.
      • Loss of sales or business.
      • Loss of agreements or contracts.
      • Loss of anticipated savings.
      • Loss of use or corruption of software, data or information.
      • Loss of or damage to goodwill.
      • Indirect or consequential loss.
    • Nothing in these Conditions shall exclude or limit Wil-U Solutions’ liability for death or personal injury resulting from Wil-U Solutions’ negligence or that of its employees, agents or sub-contractors.
    • Subject to Condition 3, Wil-U Solutions shall have no liability under these Conditions or otherwise if the Price and any additional charges have not been paid by the relevant due date.
11. Termination
    • Either party may terminate the Contract:
      • if the other party commits a material breach of the Contract and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
      • the other party commits a material breach of the Contract which cannot be remedied under any circumstances;
      • the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
      • the other party ceases to carry on its business or substantially the whole of its business; or
      • the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
    • Wil-U Solutions may terminate the Contract at any time by written notice to the Customer and the notice taking effect as specified in the notice:
      • if the Customer fails to pay any sum due by the relevant due date, including any interest accrued, in full cleared funds in accordance with Condition 3 within 14 days of the relevant due date, or such other time period deemed appropriate by Wil-U Solutions at the time, of being notified in writing;
      • if Wil-U Solutions reasonably apprehends that any of the events mentioned in Condition 1 above is about to occur and notifies the Customer accordingly.
    • In addition to any other rights and remedies which Wil-U Solutions may have, Wil-U Solutions may at any time by giving at least 6 months’ notice in writing to the Customer terminate the whole or any part of the Contract.
    • Upon termination of the Contract for any reason:
      • the Customer shall immediately pay to Wil-U Solutions all outstanding invoices, and in respect of any part of the price and any additional charges or other sums payable by the Customer but for which no invoice has been submitted, Wil-U Solutions may submit an invoice which shall be payable immediately on receipt;
      • each party shall return, delete or destroy all Confidential Information and all other information which has been provided to it by the other party belonging to that other party in whatever medium in accordance with the instructions of that other party;
      • any licence granted by these Conditions shall terminate, in particular those granted under Condition 12; and
      • the accrued rights and remedies of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

12. Intellectual Property Rights
    • The Customer acknowledges that Wil-U Solutions is the owner or the licensee of all Intellectual Property Rights in the Deliverables. Under no circumstances shall any of the Intellectual Property Rights transfer to the Customer other than as expressly stated within these Conditions and/or the Specification Document.
    • Wil-U Solutions grants to the Customer a non-exclusive licence (without the right to sub-licence) to use any Intellectual Property Rights in the Deliverables for the purpose of making reasonable use of the Deliverables.
    • The Customer shall provide the Input Materials to Wil-U Solutions for the purpose of the provision of Deliverables and shall grant to Wil-U Solutions a non-exclusive licence to use any Input Materials for the purpose of providing the Deliverables.
    • The Customer shall not amend delete or obscure any copyright or other proprietary notices appearing on any software or documents comprised in the Deliverables, and shall ensure they are reproduced fully in any copies.
    • Wil-U Solutions retains all moral rights in any software or documents comprised in the Deliverables and shall be entitled to hold itself out as the creator of such software and documents, and the Customer shall not do anything or permit anything to be done which conflicts with such rights.
    • The Customer shall indemnify and hold Wil-U Solutions harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by, Wil-U Solutions as a result of or in connection with any alleged or actual infringement, whether or not under English law, of any third party’s Intellectual Property Rights or other rights arising out of the use of the Input Materials.
13. Confidentiality
    • Each party (“Receiving Party”) shall keep the Confidential Information of the other party (“Supplying Party”) confidential and secret, the Receiving Party shall only use the Confidential Information of the Supplying Party as necessary in relation to the supply of the Deliverables (in the case of Wil-U Solutions) or as necessary for the purpose of making reasonable use of the Deliverables (in the case of the Customer) and for performing the Receiving Party’s obligations under the Contract. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Condition 13 and ensure that they meet such obligations.
    • The obligations of Condition 1 shall not apply to any information which:
      • was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
      • is, or becomes, publicly available through no fault of the Receiving Party;
      • is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
      • was developed by the Receiving Party (or on its behalf) without direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
      • is required to be disclosed by order of a court of competent jurisdiction.
    • This Condition 13 shall survive termination of the Contract.
14. Data Protection
    • The Customer shall be the Data Controller and Wil-U Solutions shall be the Data Processor in respect of personal data processed by Wil-U Solutions on the Customer’s behalf.
    • The Customer retains all rights and responsibilities of the Data Controller as per any applicable Data Protection Legislation and Wil-U Solutions shall cooperate with the Customer to the extent reasonably necessary for any such responsibilities to be discharged.
    • The parties hereto warrant to each other that any personal data relating to a Data Subject will be used, processed and recorded by the receiving party in accordance with Data Protection Legislation and any additional data processing agreements proposed by the Customer and agreed by Wil-U Solutions and that Wil-U Solutions will immediately notify the customer if asked to take any action that, in its opinion, infringes GDPR or other applicable data protection provisions.
    • Wil-U Solutions will take appropriate technical and organisational measures to adequately protect all personal data against accidental loss, destruction or damage, alteration or disclosure.
    • In the event that Wil-U Solutions becomes aware of an actual or any reasonably suspected personal data breach, it will immediately notify the Customer and will provide the Customer with a description of the personal data breach, the categories of data that was the subject of the personal data breach and the identity of each data subject affected, and any other information the Customer reasonably requests in relation to the breach to meet its obligations under this agreement.
    • In the event that the Customer becomes aware of an actual or any reasonably suspected personal data breach related to Wil-U operations (software, personnel or otherwise), it will immediately notify Wil-U Solutions and will provide Wil-U Solutions with a description of the personal data breach, the categories of data that was the subject of the personal data breach and the identity of each data subject affected, and any other information Wil-U Solutions reasonably requests in relation to the breach to meet its obligations under this agreement.
    • In the event of a personal data breach, Wil-U Solutions will promptly (at its own expense) provide such information, assistance and co-operation and do such things as the Customer may request to:
      • investigate and defend any claim or regulatory investigation;
      • mitigate, remedy and/or rectify such breach; and
      • prevent future breaches;
      • and will provide the Customer with details in writing of all such steps taken.
    • Wil-U Solutions shall not release or publish any filing, communication, notice, press release or report concerning any personal data breach without the prior written approval of the Customer, which shall not be unreasonably withheld.
    • Wil-U Solutions agrees that it will only process personal data for the purpose of delivering the Services as set out in the Specification Document and any additional data processing agreements proposed by the Customer and agreed by Wil-U Solutions.
    • Wil-U Solutions will make available to the Customer all information reasonably requested to demonstrate compliance with the obligations laid down in this Condition 14 and to allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, to be undertaken at the Customer’s expense.
    • Wil-U Solutions uses sub-processors to provide secure data storage required to support the delivery of its services. Each sub-processor is assessed for their ability to provide appropriately secure services and provide relevant assurances, policies and Data Processing Agreements. For the avoidance of doubt, any such sub-contracting shall not relieve Wil-U Solutions of any of its obligations under this Agreement and Wil-U Solutions remains liable for the sub-contractors acts and omissions as if such acts and omissions were those of Wil-U Solutions. Wil-U shall notify Customer if it adds or removes Sub-processors at least ten days prior to any such changes.
    • Wil-U Solutions shall not, and shall procure that its sub-contractors shall not, transfer or process any personal data outside the European Economic Area or the UK if it is no longer part of the European Economic Area, without the prior written consent of the Customer which shall not be unreasonably withheld or delayed. For the avoidance of doubt, if Wil-U Solutions propose a transfer to a territory that is subject to appropriate and assessed Data Protection Legislation covered by an EU Commission ‘adequacy decision’, such a transfer is to be considered a reasonable request.
    • Wil-U shall ensure that any person who is authorised by Wil-U to process Customer Data (including any staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty) and Wil-U Solutions undertakes to provide training as necessary from time to time to its personnel with respect to the obligations in this clause 14 to ensure that Wil-U Solutions personnel are aware of and comply with such obligations.
    • Wil-U Solutions will indemnify and keep indemnified the Customer against any costs, claims or liabilities incurred directly or indirectly by the Customer arising out of or in connection with any failure to comply with this Condition 14 subject to the limitations of liability set out in clause 10 of these Conditions.
    • The Customer and Wil-U Solutions will agree to any reasonable amendment to this Agreement to bring it into line with any amendment to or re-enactment of any applicable Data Protection Laws, in particular the European General Data Protection Regulation, or to allow each of the Parties to comply with any requirement or recommendation of the Information Commissioner or any other data protection or supervisory authority in relation to the processing of personal data.
    • On termination or expiry of this Agreement Wil-U solutions shall delete, or return to the Customer in line with clause 1.5 of the Wil-U Subscription Agreement Gift Aid Specific Terms, all personal data processed by the Wil-U Solutions on behalf of the Customer, and Wil-U Solutions shall delete existing copies of such Personal Data except where necessary to retain such Personal Data strictly for the purposes of compliance with all laws applicable to Wil-U Solutions.
15. Independent Contractors
    • Wil-U Solutions and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed in writing by both parties. Wil-U Solutions may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve Wil-U Solutions of its obligations under the Contract or any applicable Specification Document.
16. Restrictions
    • The Customer shall not, without the prior written consent of Wil-U Solutions, at any time from the date of the Contract to the expiry of 12 months after the termination of the Contract, solicit or entice away from Wil-U Solutions or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Wil-U Solutions in the provision of the Deliverables.
    • Any consent given by Wil-U Solutions in accordance with Condition 1 shall be subject to the Customer paying to Wil-U Solutions a sum equivalent to 20% of the then current annual remuneration of Wil-U Solutions’ employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee or sub-contractor.
17. Force Majeure
    • Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
18. Notices
    • Any notice required to be given under the terms of the Contract (including the delivery of any information or invoice) will be delivered by hand, sent by fax, email or prepaid first class post to the recipient at its fax number or address stated in the Specification Document (or as otherwise notified from time to time to the sender by the recipient for the purpose of the Contract).
    • Notice will be deemed to have been given and served:
      • if delivered by hand, at the time of delivery if delivered before 5:30 pm on a Business Day or in any other case at 10:00 am on the next Business Day after the day of delivery;
      • if sent by fax or email, at the time of dispatch if dispatched before 5:30 pm on a Business Day or in any other case at 10:00 am on the next Business Day after the day of dispatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant Business Day, the recipient informs the sender that the fax or email message was received in an incomplete or illegible form; or
      • if sent by prepaid first-class post, 48 hours from the time of posting.
    • This Condition 18 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19. General
    • The Customer shall not be entitled to assign its rights or obligations or delegate its duties under the Contract without the prior written consent of Wil-U Solutions, such consent not to be unreasonably withheld or delayed.
    • If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if the Contract had been agreed with the invalid, illegal or unenforceable provision eliminated.
    • The failure by either party to enforce at any time or for any period any one or more of the terms and conditions within the Contract shall not be a waiver of them or of the right at any time subsequently to enforce all these Conditions.
    • Entire Agreement. The Contract constitutes the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
    • No variation or alteration of the Contract will be valid unless approved in writing by both parties.
    • Third Party Rights. Nothing in the Contract is intended to, nor shall it confer any rights on a third party.
    • Governing Law and Jurisdiction. The Contract shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.