1.1. Company details. Widernet Communications Limited (company number 3849530) (we and us) is a company registered in England and Wales and our registered office and main trading address is at The Pillbox Studios, 115 Coventry Road, London, E2 6GH. Our VAT number is 756439889. We operate the website www.sharedworkforce.com.
1.2. Contacting us. To contact us please e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 15.
2.1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.1. Placing your order. When you [register as a developer] on the basis of our prices shown on our website, that is an offer by you to buy the services specified on our website (Services) subject to these Terms.
3.2. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it. A confirmation of registration email will follow shortly thereafter (which will be our acceptance of your order as specified in clause 3.3 below).
3.3. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.4. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4.1. You may cancel the Contract and receive a refund, if you notify us at firstname.lastname@example.org within 14 (fourteen) days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed the Services, even if the 14 (fourteen) day period is still running. We require 14 (fourteen) days' notice for the cancellation of a monthly retainer.
4.2. If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services for the period up to the time when you give notice of cancellation in accordance with clause 4.1. The amount we deduct will reflect the amount what has been supplied as a proportion of the entirety of the Contract.
5.1. Descriptions. Any descriptions on our website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.2. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.3. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5.4. Data protection.
5.4.1. We acknowledge that for the purposes of Data Protection Legislation, we are the data processor and you are the data controller (as defined in Data Protection Legislation). The term Data Protection Legislation in these Terms means any data protection legislation from time to time in force in England including the Data Protection Act 1998 or 2018 or any successor legislation and, for so long as and to the extent that the law of the European Union has legal effect in England, the General Data Protection Regulation (EU 2016/679). The terms data controller, data processor, data subject, process, and personal data shall have the meanings as defined in Data Protection Legislation.
5.4.2. We will:
18.104.22.168. only process personal data on your written instructions (unless otherwise required by applicable laws).
22.214.171.124. ensure that we have appropriate technical and organisational measures in place to protect the integrity and security of any personal data we hold;
126.96.36.199. ensure that all personnel who have access to / process personal data are under obligations of confidentiality;
188.8.131.52. not transfer any personal data outside the European Economic Area without your consent nor without ensuring that the appropriate safeguards are in place;
184.108.40.206. assist you in responding to any requests from data subjects to exercise their rights under Data Protection Legislation;
220.127.116.11. notify you on becoming aware of a data breach;
18.104.22.168. at your written request, delete or return any personal data we have received from you on the termination of the Contract;
22.214.171.124. provide support and assistance to you in relation to data protection matters in carrying out your audit;
126.96.36.199. not appoint any new sub-contractor to fulfil any of our obligations under the Contract without your prior written consent and, where such consent is provided, ensure that the provisions of this clause 5.4 are replicated in any such sub-contract. You consent to the use of the existing sub- contractors by us as at the date of the Contract.
5.4.3. We may revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
6.1. It is your responsibility to ensure that:
6.1.1. the terms of your order are complete and accurate;
6.1.2. you co-operate with us in all matters relating to the Services;
6.1.3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
6.1.4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start including, without limitation, the right to share the information with us, for the purposes of data protection legislation, to allow us to carry out the Services.
6.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
6.2.1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 13 (Termination);
6.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7.1. In consideration of us providing the Services you must pay our prices (Prices) in accordance with this clause 7.
7.2. The Prices are the prices quoted on our website at the time you submit your order or are provided to you by email where the applicable Prices are not shown on our website.
7.3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Prices accordingly.
7.4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what happens if we discover an error in the price of the Services you ordered.
7.5. Our Prices are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Prices.
7.6. It is always possible that, despite our reasonable efforts, some of the Services on our website may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8.1. Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments in advance of your credits being depleted.
8.2. We will send you an electronic invoice within seven days of the purchase of credits. For any failed or cancelled payments, a £20 administration fee will be levied.
8.3. If for any reason your payment fails or is reversed after you have been issued with credits, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.3 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4. You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.1. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
9.2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.
10.1. We will use any personal information you provide to us to:
10.1.1. provide the Services;
10.1.2. process your payment for the Services; and
10.1.3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
10.2. Further details of how we will process personal information are set out in www.sharedworkforce.com/privacy.
11.1. Nothing in the Contract limits or excludes our liability for:
11.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
11.1.2. fraud or fraudulent misrepresentation; or
11.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
11.2. Subject to clause 11.1 we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1. loss of profits;
11.2.2. loss of sales or business;
11.2.3. loss of agreements or contracts;
11.2.4. loss of anticipated savings;
11.2.5. loss of use or corruption of software, data or information;
11.2.6. loss of or damage to goodwill; and
11.2.7. any indirect or consequential loss.
11.3. Subject to clause 11.1 our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Price paid under the Contract in the period of 12 (twelve) months preceding the breach.
11.4. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
11.5. This clause 11 will survive termination of the Contract.
12.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2. We each may disclose the other's confidential information:
12.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
12.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
13.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
13.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 fourteen days of you being notified in writing to do so;
13.1.2. you fail to pay any amount due under the Contract on the due date for payment;
13.1.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
13.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
13.1.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
14.2.1. we will contact you as soon as reasonably possible to notify you; and
14.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
14.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15.1. When we refer to "in writing" in these Terms, this includes email.
15.2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3. A notice or other communication is deemed to have been received:
15.3.1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
15.3.2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
15.3.3. if sent by email, at 9.00 am the next working day after transmission.
15.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.1. Assignment and transfer.
16.1.1. We may assign or transfer our rights and obligations under the Contract to another entity.
16.1.2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Phone us on +44 (0)207 430 0941 or email us: email@example.com