By signing up to receive the Services via the Site, or otherwise agreeing with WiiA to receive the Services, the Subscriber agrees to be bound by these Terms.
These WiiA Subscriber Terms and Conditions (the “Terms”) are the terms and conditions on which WiiA Ltd (trading as “WiiA”), a company registered in England and Wales with company number 13056075 and whose registered office is situated at 71-75 Shelton St, Covent Garden, London WC2H 9JQ, United Kingdom (WiiA), supplies the Services to entities who sign up to use those Services (the “Subscribers”) and those Subscribers’ Authorised Users. WiiA has agreed to provide and the Subscriber has agreed to purchase the Services subject to these Terms.
1.1. The definitions and rules of interpretation in this clause apply in these Terms.
Authorised Users: those employees, agents and independent contractors of the Subscriber who are authorised by the Subscriber to use the Services and the Documentation, as further described in clause 4.2(e).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: means all correspondence, conversations, information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a party’s operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers, business affairs, personal and family affairs, this agreement or information which the parties knew or ought reasonably to have known to be confidential (whether or not marked as confidential), including information identified as Confidential Information in clause 14.5 or clause 14.6.
Documentation: any information made available to the Subscriber by WiiA on the Site or such other web address notified by WiiA to the Subscriber from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date that the Subscriber accepts these Terms or signs up to use the Services, whichever is earlier.
Initial Subscription Term: the subscription term selected by the Subscriber on the Site when signing up to receive the Services on behalf of itself and/or Authorised Users, as applicable.
Intellectual Property Rights: means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Limitations: has the meaning given to it in clause 4.24.2(b).
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 17.1.
Services: the services provided by WiiA to the Subscriber under these Terms via the Site, including the provision of Software designed to help organisations and individuals automate the analysis of tenders and the preparation and submission of bids and proposals, as more particularly described in the Documentation.
Site: www.wiia.io or any other website notified to the Subscriber by WiiA from time to time.
Software: the online software applications provided by WiiA as part of the Services.
Subscriber Data: the data inputted by the Subscriber, Authorised Users, or WiiA on the Subscriber’s behalf for the purpose of using the Services or facilitating the Subscriber’s use of the Services (Input Data), and any data derived from such Input Data (Output Data).
Subscription Fees: the subscription fees, if applicable, payable by the Subscriber to WiiA for the User Subscriptions as set out on the Site and/or in the Documentation or as otherwise notified by WiiA to the Subscriber.
Subscription Term: has the meaning given in clause 17.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions which the Subscriber signs up for on the Site and, if applicable, purchases pursuant to clause 12.1, which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms.
Virus: 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
1.9. A reference to writing or written includes e-mail.
1.10. References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.
By signing up to receive the Services via the Site, or otherwise agreeing with WiiA to receive the Services, the Subscriber agrees to be bound by these Terms.
WiiA may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services by updating the version of these Terms on the Site. The Subscriber agrees to review the Terms regularly and that by continuing to use the Services the Subscriber shall be bound by the current version of the Terms on the Site from time to time. The Subscriber agrees that WiiA shall not be liable to the Subscriber or to any third party for any modification of the Terms.
4.1. Subject to the Subscriber signing up for and, if applicable, purchasing the User Subscriptions in accordance with clause 5.3 and clause 12.1, the restrictions set out in this clause 4, and the other terms and conditions in these Terms, WiiA hereby grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Subscriber’s internal business operations.
4.2. In relation to the Authorised Users, the Subscriber undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has signed up for or purchased from time to time;
(b) it will prohibit Authorised Users from exceeding any limitations that apply to the use and scope of the Services selected by the Subscriber when signing up to receive the Services on behalf of itself and/or such Authorised Users (as applicable), including but not limited to any limitations set out in the Documentation (for example, any limitations on file uploads) (Limitations). Subscriber accepts that breach of this clause 4.2(b) will entitle WiiA to:
(i) adapt the Services (for example, by removing any functionality, benefits, files, or Authorised Users) so that they align with the Limitations;
(ii) charge additional fees to the Subscriber in respect of any usage that falls outside the scope of the Limitations, in accordance with the prices specified in the Documentation; and/or
(iii) terminate this agreement, in both cases without liability to the Subscriber;
(c) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
(d) each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than quarterly, and that each Authorised User shall keep their password confidential;
(e) it shall maintain a written, up to date list of current Authorised Users and provide such list to WiiA within 5 Business Days of WiiA’s written request at any time;
(f) it shall permit WiiA or WiiA’s designated auditor to audit the Services in order to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at WiiA’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Subscriber’s normal conduct of business;
(g) if any of the audits referred to in clause 4.2(f) reveal that the Subscriber has not complied with these Terms, then (without prejudice to WiiA’s other rights), the Subscriber shall:
(i) immediately remedy such non-compliance; and
(ii) within 10 Business Days of the date of the relevant audit, pay any amounts to WiiA that would have been due had the Subscriber paid in full for any Services used in excess of the Services purchased, as calculated in accordance with the prices set out in clause 12.
4.3. The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that, or use the Services in such a way that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability;
(f) is otherwise illegal or causes damage or injury to any person or property;
(g) violates any third party right;
(h) attempts to impersonate another person or entity;
(i) falsely states, misrepresents, or conceals its affiliation with another person or entity; or
(j) improperly solicits personal or sensitive information from other users,
and if the Subscriber breaches this clause, WiiA reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber’s access to the Services or any material that breaches the provisions of this clause.
4.4. The Subscriber shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) unless otherwise stated in the Documentation, use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into WiiA’s network and information systems.
4.5. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WiiA.
4.6. The rights provided under this clause 4 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.
4.7. WiiA shall not be liable for anything done by the Subscriber in breach or contravention of this clause 4.
5.1. Subject to clause 5.2 and clause 5.3, the Subscriber may, from time to time during any Subscription Term, purchase additional User Subscriptions through the Site and WiiA shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms.
5.2. If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall opt to upgrade its User Subscriptions via the Site. WiiA shall evaluate such request and respond to the Subscriber with approval or rejection of the request. Where WiiA approves the request, WiiA shall activate the additional User Subscriptions within 14 days of its approval of the Subscriber’s request.
5.3. If WiiA approves the Subscriber’s request to purchase additional User Subscriptions, the Subscriber shall pay to WiiA, in accordance with clause 12.2, the relevant fees for such additional User Subscriptions as notified to the Subscriber either by WiiA or via the Site. If such additional User Subscriptions are purchased by the Subscriber part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by WiiA for the remainder of the Initial Subscription Term or the current Renewal Period (as applicable).
6.1. WiiA shall, during the Subscription Term, provide the Services and make available the Documentation to the Subscriber and the Subscriber’s Authorised Users in accordance with and subject to these Terms.
6.2. WiiA shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for scheduled maintenance performed during Normal Business Hours and unscheduled maintenance performed outside Normal Business Hours, provided that WiiA has used reasonable endeavours to give the Subscriber at least 4 hours’ notice in advance.
6.3. WiiA will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with WiiA’s standard customer support services during Normal Business Hours. WiiA may amend the standard customer support services it provides in its sole and absolute discretion from time to time. The Subscriber may purchase enhanced support services separately at WiiA’s then current rates, if applicable.
7.1. Please note the terms and limitations of clause 16 (Limitations on Liability).
7.2. WiiA will make reasonable efforts to update the information contained in any of the Documentation and the content and materials compromising part of the Services, but WiiA makes no representations, warranties or guarantees, whether express or implied, that the Services content or materials are accurate, complete or up to date.
7.3. The Subscriber acknowledges and accepts that the Services are provided for general information only. The Services are not intended to amount to advice on which a Subscriber should rely.
8.1. The Subscriber shall be responsible for the Subscriber Data and complying with any regulations, laws, or conventions applicable to the Subscriber Data and its use of the Services and the Site. The Subscriber warrants that its collection and use of any personal information or data provided while using the Services and the Site complies with all applicable data protection laws, rules, and regulations.
8.2. For the purposes of this clause, the following definitions shall apply:
Applicable Laws means (for so long as and to the extent that they apply to WiiA) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures are as defined in the Data Protection Legislation;
Data Protection Legislation: 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);
Domestic UK Law: the UK Data Protection Legislation and any other law that applies in the UK; and
UK Data Protection Legislation: 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.
8.3. WiiA and the Subscriber will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.4. The parties acknowledge that for the purposes of the Data Protection Legislation, the Subscriber is the Controller and WiiA is the Processor.
8.5. Without prejudice to the generality of clause 8.3, the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to WiiA for the duration and purposes of these Terms.
8.6. Without prejudice to the generality of clause 8.3, WiiA shall, in relation to any Personal Data processed in connection with the performance by WiiA of its obligations under these Terms:
(a). process that Personal Data only in accordance with the Subscriber’s instructions (including to facilitate the Supplier’s use of the Services), unless WiiA is required by Applicable Laws to otherwise process that Personal Data. Where WiiA is relying on Applicable Laws as the basis for processing Personal Data, WiiA shall promptly notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit WiiA from so notifying the Subscriber;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Subscriber, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Subscriber has been obtained and the following conditions are fulfilled:
(i) the Subscriber or WiiA has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) WiiA complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) WiiA complies with reasonable instructions notified to it in advance by the Subscriber with respect to the processing of the Personal Data.
(d) provide the Subscriber with all reasonable assistance, at the Subscriber’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Subscriber without undue delay on becoming aware of a Personal Data Breach;
(f) at the written direction of the Subscriber, delete or return (in WiiA’s sole discretion) Personal Data and copies thereof to the Subscriber on termination of the Services, unless required or permitted by Applicable Law to store the Personal Data; and
(g) maintain complete and accurate records and information to demonstrate its compliance.
8.7. The Subscriber provides its prior, general authorisation for WiiA to appoint processors to process any Personal Data, provided that WiiA:
(a) shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on WiiA in this clause 8; and
(b) shall remain responsible for the acts
10.1 WiiA undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
10.2 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by:
(a) failure to correctly follow installation, implementation or any other instructions relating to the Services or Documentation given to the Subscriber by WiiA;
(b) modification or alteration of the Services or Documentation by any party other than WiiA or WiiA’s duly authorised contractors or agents;
(c) use of outdated, incompatible or unsupported software or technology (including, but not limited to, old versions of Internet browsers and incompatible devices), or the Subscriber’s failure to follow WiiA’s advice to apply an update offered; and/or
(d) failure to have in place the minimum system requirements advised by WiiA or the relevant software providers (as applicable) or materially changing the technologies and/or systems which were originally in place when WiiA agreed to provide the Services.
10.3 Subject to clause 10.2, if the Services do not conform with the standard set out in clause 10.1, WiiA will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.
(a) does not warrant that:
(i) the Subscriber’s use of the Services will be uninterrupted, timely, secure, or error-free;
(ii) any errors in the Services or Documentation will be corrected;
(iii) that the Services, Documentation and/or the information obtained by the Subscriber through the Services will meet the Subscriber’s requirements or expectations; or
(iv) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) 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 Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) will not be liable to the Subscriber or any third party in connection with any price change, or modification, suspension or discontinuance of the Services.
10.5 These Terms shall not prevent WiiA from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
10.6 WiiA warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
10.7 WiiA shall follow its archiving procedures for Subscriber Data as set out in its Back-Up Policy that may be notified to the Subscriber, as such document may be amended by WiiA in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber’s sole and exclusive remedy against WiiA shall be for WiiA to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by WiiA in accordance with the archiving procedure described in its Back-Up Policy. WiiA shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by WiiA to perform services related to Subscriber Data maintenance and back-up, for which it shall remain fully liable).
11.1 The Subscriber shall:
(a) provide WiiA with:
(i) all necessary co-operation in relation to these Terms; and
(ii) all necessary access to such information as may be required by WiiA,
in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;
(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c) carry out all other Subscriber responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Subscriber’s provision of such assistance as agreed by the parties, WiiA may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User’s breach of these Terms;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for WiiA, its contractors and agents to perform their obligations under these Terms, including without limitation the processing of Subscriber Data in connection with the provision of the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by WiiA from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to WiiA’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber’s network connections or telecommunications links or caused by the Internet; and
(h) comply, and ensure that any Authorised Users shall comply, with the Mandatory Policies.
11.2 Subject to any agreements to the contrary, the Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.
12.1 If the Subscriber opts to receive Services to which Subscription Fees apply, the Subscriber shall pay the Subscription Fees to WiiA for the User Subscriptions in accordance with this clause 12 and any applicable support fees in accordance with clause 6.3.
12.2 The Subscriber shall on or before the Effective Date provide to WiiA valid, up-to-date and complete credit card or bank details and any other relevant valid, up-to-date and complete contact and billing details and the Subscriber hereby authorises WiiA to bill such credit card:
(i) on the Effective Date, for the Subscription Fees payable in respect of the Initial Subscription Term, if applicable;
(ii) at any time if the Subscriber opts to upgrade its User Subscriptions or to receive additional Services, in respect of the remainder of the Initial Subscription Term or the then current Renewal Period; and
(iii) subject to clause 17.1, at the start of each Renewal Period for the Subscription Fees payable in respect of such Renewal Period, if applicable.
12.3 If WiiA has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of WiiA:
(a) WiiA may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the Services and WiiA shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
12.4 All amounts and fees stated or referred to in these Terms:
(a) Unless otherwise stated or agreed, shall be payable in pounds sterling;
(b) are, unless otherwise expressly stated herein, non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added at the appropriate rate.
12.5 WiiA shall be entitled to increase the Subscription Fees, the fees payable in respect of additional User Subscriptions purchased pursuant to clause 5.3, and/or any support fees payable pursuant to clause 6.3 at any time upon 30 days’ prior notice to the Subscriber and such increase shall take effect at the start of the next Renewal Period following such notice
13.1 The Subscriber acknowledges and agrees that WiiA and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Subscriber any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
13.2 WiiA confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
13.3 The Subscriber confirms that it, and its Authorised Users, have the right to use any Input Data uploaded or provided in connection with the Services, and accepts that it is responsible for such Subscriber Data (including creating back-ups of it).
13.4 WiiA does not own, control, verify, or endorse Subscriber Data. However, the Subscriber and its Authorised Users grant WiiA a worldwide, non-exclusive, royalty-free licence to use Subscriber Data, for as long as such Subscriber Data is protected by intellectual property laws, for the limited purpose of operating, delivering, improving, protecting and customising the Site, Software and Services (including developing new technologies and services).
14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party that is unlawful or in breach of its contractual obligations to another party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, provided that such independent development can be shown by written evidence.
14.2 Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.
14.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
14.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
14.5 The Subscriber acknowledges that details of the Services, and the results of any performance tests of the Services, constitute WiiA’s Confidential Information.
14.6 WiiA acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.
14.7 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court, or any other authority of competent jurisdiction.
14.8 The above provisions of this clause 14 shall survive termination of these Terms, however arising.
15.1 The Subscriber shall defend, indemnify and hold harmless WiiA against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any breach of clause 8 (Data Protection) and (ii) the Subscriber’s use of the Services and/or Documentation, provided that:
(a) the Subscriber is given prompt notice of any such claim;
(b) WiiA provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber’s expense; and
(c) the Subscriber is given sole authority to defend or settle the claim.
15.2 WiiA shall defend the Subscriber, its officers, directors and employees against any claim that the Subscriber’s use of the Services or Documentation in accordance with these Terms infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
(a) WiiA is given prompt notice of any such claim;
(b) the Subscriber provides reasonable co-operation to WiiA in the defence and settlement of such claim, at WiiA’s expense; and
(c) WiiA is given sole authority to defend or settle the claim.
15.3 In the defence or settlement of any claim, WiiA may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement immediately upon notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
15.4 In no event shall WiiA, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
(a) the Subscriber’s (or its Authorised Users’) use of the Services or Documentation after notice of the alleged or actual infringement from WiiA or any appropriate authority;
(b) the Subscriber’s (or its Authorised Users’) failure to correctly follow installation, implementation or any other instructions relating to the Services or Documentation given to the Subscriber by WiiA;
(c) modification or alteration of the Services or Documentation by any party other than WiiA or WiiA’s duly authorised contractors or agents;
(d) the Subscriber’s (or its Authorised Users’) use of outdated, incompatible or unsupported software or technology (including, but not limited to, old versions of Internet browsers and incompatible devices), or the Subscriber’s failure to follow WiiA’s advice to apply an update offered; and/or
(e) the Subscriber’s (or its Authorised Users’) failure to have in place the minimum system requirements advised by WiiA or the relevant software providers (as applicable) or materially changing the technologies and/or systems which were originally in place when WiiA agreed to provide the Services.
15.5 The foregoing and clause 16.3(b) state the Subscriber’s sole and exclusive rights and remedies, and WiiA’s (including WiiA’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
16.1 Except as expressly and specifically provided in these Terms:
(a) the Subscriber assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Subscriber, and for conclusions drawn from such use. WiiA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to WiiA by the Subscriber in connection with the Services, or any actions taken by WiiA at the Subscriber’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(c) the Services and the Documentation are provided to the Subscriber on an “as is” basis.
16.2 Nothing in these Terms excludes the liability of WiiA:
(a) for death or personal injury caused by WiiA’s negligence; or
(b) for fraud or fraudulent misrepresentation.
16.3 Subject to clause 16.1 and clause 16.2:
(a) WiiA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
(b) WiiA’s total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to (i) the total Subscription Fees paid or payable for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose; or (ii) in the event that no Subscription Fees are paid or payable in respect of such period, the equivalent total Subscription Fees that would have been paid under the most basic chargeable comparable plan available for purchase during the 12 months immediately preceding the date on which the claim arose.
17.1 The Services shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of 12 months (each successive period being a Renewal Period), unless terminated in accordance with clause 17.2, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
17.2 If you commence a free trial, you accept and agree that once such free trial ends after either a period of 15 days or a maximum number of ten (10) tenders analysed, you will automatically lose your access to the Services, unless you upgrade to a User Subscription for the Subscription Term and pay the applicable Subscription Fee. Details of any applicable free trial terms and upgrade terms will be set out on our Site from time to time.
17.3 The Services shall not automatically renew under clause 17.1 if:
(a) the Subscriber cancels its subscription to the Services via the Site at least one (1) month prior to the end of the Initial Subscription Term or any Renewal Period, in which case the provision of the Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
(b) WiiA notifies the Subscriber of termination at any time prior to the end of the Initial Subscription Term or any Renewal Period, in which case the provision of the Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(c) they are otherwise terminated in accordance with the provisions of these Terms.
17.4 Without affecting any other right or remedy available to it, subject to clause 17.8, WiiA may terminate the Services with immediate effect by giving written notice to the other party.
17.5 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 3 Business Days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(ii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(iii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.5(c) to clause 16.4(j) (inclusive);
(iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(v) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy.
17.6 Without affecting any other right or remedy available to WiiA, WiiA may terminate these Terms with immediate effect by giving written notice to the Subscriber if there is a Change of Control of the Subscriber.
17.7 On termination of the Services by either party pursuant to clause 17.2 or by WiiA pursuant to clause 17.5, there shall be no refund of any Subscription Fees already paid by the Subscriber.
17.8 On termination of the Services by WiiA pursuant to clause 17.4, WiiA shall refund pro-rata any Subscription Fees which have already been paid by the Subscriber which are applicable to the period after the date of termination until the end of the Initial Subscription Term or the then current Renewal Period.
17.9 On termination of the Services for any reason:
(a) all licences granted under these Terms shall immediately terminate and the Subscriber shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) WiiA may destroy or otherwise dispose of any of the Subscriber Data in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
WiiA may suspend any use of the Services, remove any content or disable or terminate any Authorised User that WiiA reasonably and in good faith believes violates these Terms. WiiA will use commercially reasonable efforts to notify the Subscriber prior to any such suspension or disablement, unless WiiA reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party. Under circumstances where notice is delayed, WiiA will provide the notice if and when such circumstances no longer apply.
WiiA shall have no liability to the Subscriber under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of WiiA or any other party), failures of a utility service or transport or telecommunications network, epidemics or pandemics, acts of God, wars, riots, civil commotion, malicious damage, the need to comply with any law or governmental order, rule, regulation or direction, accidents, breakdowns of plant or machinery, fires, earthquakes, floods, storms or defaults of suppliers or sub-contractors, provided that, where possible, the Subscriber is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Site, the provisions in the main body of these Terms shall prevail.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
24.1 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
25.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
25.4 Nothing in this clause shall limit or exclude any liability for fraud.
25.1 The Subscriber shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
25.2 WiiA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
28.1 Any notice required to be given under these Terms shall be in writing and shall be sent by email to the other party’s email address, in the case of WiiA as set out on the Site, and in the case of the Subscriber as last notified to WiiA in your online account. A notice sent by email shall be deemed to have been received at the time of transmission.
28.2 The Subscriber agrees that all communications provided by WiiA electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and agrees to keep its account contact information current.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).