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WLW FUTURE LTD, Company number 08049908, VAT GB305118444, operates under English Law:
These terms and conditions and any dispute arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales and you submit to the exclusive jurisdiction of the courts of England and Wales.
Content:
Consultancy, media, advertising, press release distribution, SEO and campaigns:
Ongoing marketing support, outreach, lead generation and engagement agreement:
Press release distribution policy:
Design, digital, video and development:
Website updates, servers and IT:
Obligations:
WLW FUTURE does not warrant or guarantee that the services will generate any particular level of campaign response or sales even where the media proposal may refer to the response levels that may be generated.
The Client warrants to WLW FUTURE that it is entering into the Contract as a business and not as a consumer. If the Client is a consumer, then it should notify WLW FUTURE directly. The Client warrants to WLW FUTURE that:
Liability:
All reasonable efforts will be made by WLW FUTURE to fulfil its obligations, but should WLW FUTURE be prevented or delayed in carrying out any of its obligations by reason of illness of team members, Act of God, war, global pandemic, lock-out, fire, flood, delays in transit, strikes, riots, postal delay or any other unexpected or exceptional causes or circumstances beyond its control, the time for delivery shall be extended until a reasonable time after the event preventing or interfering with the due performance has ceased. In no circumstances shall WLW FUTURE be liable for any consequential loss or damage suffered by the Client as a result. For clarity, WLW FUTURE will not be liable for any loss occasioned by the failure of an advertisement, media or creative to appear from any cause whatsoever.
WLW FUTURE’s total aggregate liability arising out of or in connection with the contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the total fees paid by the Client to WLW FUTURE in the twelve months immediately preceding the event giving rise to the claim. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law. WLW FUTURE shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill or any indirect or consequential loss.
Rolling monthly services, cancellations, refunds and amendments:
Terms of creation and production of digital products, services, physical consultancy and services under GDPR:
WLW FUTURE LTD provides website design and development services to its clients, and we understand that our clients may collect and process personal data from its website visitors and users. As such, it is important to comply with GDPR regulations that are designed to protect the privacy and personal data of individuals.
However, we cannot guarantee that the campaigns, digital products, products, projects, tasks, hardware, website software, systems, WordPress, and plugins used within the client’s product specification fully comply with GDPR regulations. We also cannot guarantee that all WLW FUTURE LTD’s contractors and suppliers will be 100% GDPR compliant all of the time due to human error and Acts of God. Any compliance issues that may arise with respect to GDPR are solely the responsibility of the client.
Therefore, we hereby disclaim any liability for any GDPR compliance issues that may arise with respect to the website software, systems, WordPress, and plugins recommended, created or supplied by WLW FUTURE LTD. We strongly recommend that our clients take all necessary steps to ensure compliance with GDPR regulations themselves before going live with any product WLW FUTURE LTD creates.
Payment:
We require a 50% up-front payment of invoice to begin work. 50% is due on completion. If the project overruns due to client delays, 25% will be paid on the due date and the final 25% will be paid on the agreed date. The balance, including any known pre-approved additional hours, is due upon completion and must be paid in full BEFORE we will deliver the final product. Any fees are to be paid via BACS.
Marketing activity is charged upfront each month. Any media paid is up front as the invoice is produced for payment, this can be done by BACS.
Please note, we can take any major currency, just ask us for a currency preference. We will charge you at the XE at that point including any fees, this will be subject to change each month any monthly media or marketing campaign work is live. If the project overruns its projections, we have to recalculate the fees using the XE at that time, which would be valid for 3 days.
Copyright and intellectual property:
All WLW FUTURE materials, including but not limited to presentations, strategies, methodologies, frameworks, training materials, proposals, video calls, in-person sessions and any other WLW FUTURE content not expressly created as deliverables for a prospective or existing Client, remain the exclusive intellectual property and copyright of WLW FUTURE in perpetuity unless previous agreed in writing or email. These materials may not be copied, adapted, issued, rented, lent, presented to the public or broadcast without prior written consent. WLW FUTURE retains full rights to these assets at all times unless previous agreed in writing or email.
Any material specifically produced by WLW FUTURE for a Client under a commissioned project remains the copyright of WLW FUTURE until all fees owing to WLW FUTURE have been paid in full. Once payment has been received in full, copyright and usage rights in such commissioned material will transfer to the Client. WLW FUTURE retains the moral right to be identified as the creator and reserves the right to display such work in its portfolio, case studies, presentations, awards submissions and other promotional material.
Infringement of copyright is a criminal offence. WLW FUTURE will take reasonable care of any material supplied by the Client whilst in WLW FUTURE’s custody, but shall not be liable for loss or damage of material in transit or whilst with any third party.
Handover of deliverables:
All design files, content, code and final deliverables created under this contract will remain the property of WLW FUTURE until all invoices have been paid in full. WLW FUTURE is not obliged to transfer, install, hand over or make live any deliverables until the final payment is received and cleared.
Confidential information:
Media exclusivity:
In the event that an exclusive arrangement is agreed between the Client and WLW FUTURE for WLW FUTURE to act as the Client’s sole media buyer across any or all channels as per the terms agreed in an exchange of communication, this will be for a 12-month contractual period. This contract will renew automatically on the anniversary of the commencement of the contract for a further twelve (12) months. The Client may give three months’ notice under the contract at any time, which will commence at the end of the 12-month commitment. All monies owed must be settled on termination.
Client indemnity:
The Client shall indemnify and keep indemnified WLW FUTURE from and against all claims, losses, damages, costs and expenses including reasonable legal fees arising out of or in connection with any allegation that the Client materials, instructions or data infringe the rights of any third party, are unlawful or cause loss to a third party, and any use by WLW FUTURE of Client systems or access provided by the Client.
Non payment suspension and late payment interest:
If any sum is not paid on the due date WLW FUTURE may suspend work and the delivery of services until full payment is received. Interest shall accrue on overdue sums at the statutory rate under the Late Payment of Commercial Debts rules being eight percent per annum above the Bank of England base rate, together with any fixed sum and reasonable recovery costs permitted by law.
Change control and out of scope work:
Any change to the agreed specification, deliverables, timelines or assumptions shall follow a change control process. WLW FUTURE shall tell the Client of the impact on price and timeline and will only proceed once agreed in writing. Work requested outside the agreed scope will be charged at WLW FUTURE’s standard rates subject to the stated minimums.
Client dependencies and delays:
The Client shall provide timely access to stakeholders, systems, third party platforms, content, brand assets and approvals reasonably required for WLW FUTURE to deliver the services. If WLW FUTURE is delayed or required to rework due to the Client’s delay, unavailable stakeholders, incomplete content or access issues, WLW FUTURE may adjust timelines and charge for the additional time and costs.
Acceptance and deemed acceptance:
For deliverables subject to review the Client shall have five business days from delivery to report any material non conformity with the agreed specification. If no issues are reported in that period, or if the deliverable is put into live use, the deliverable shall be deemed accepted. WLW FUTURE will remedy any reported material non conformity that is within scope. Further changes are chargeable.
Warranty and third party platforms:
WLW FUTURE provides the services with reasonable skill and care. Except as expressly stated all warranties and conditions are excluded to the fullest extent permitted by law. The Client understands that websites, plugins, analytics, ad platforms, social networks, search engines, payment gateways and other third party services are operated by third parties and are outside WLW FUTURE’s control. WLW FUTURE is not responsible for changes or outages in those services or any impact on the Client.
Third party materials and open source:
Where deliverables include stock photography, fonts, code libraries or other third party materials, use is subject to the relevant third party licence terms. WLW FUTURE will pass through such rights to the Client to the extent permitted once paid in full. Where open source software is used the Client accepts the applicable open source licences.
Non solicitation:
During the contract or working with the Client and for 24 months after its end the Client shall not directly or indirectly solicit for employment or engagement any employee or contractor of WLW FUTURE who was involved in the provision of the services, save where that person responds to a general advertisement not directed at them.
Data protection:
Each party shall comply with applicable data protection law. Unless stated otherwise in the specification the Client is the controller and WLW FUTURE is the processor in respect of any personal data processed on the Client’s instructions. WLW FUTURE shall process personal data only on documented instructions from the Client, shall take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, and shall assist the Client with data subject rights and incident notifications to the extent required by law and proportionate to the services. WLW FUTURE may appoint sub processors and shall remain responsible for their acts and omissions. A current list of sub processors will be provided on request.
Assignment and subcontracting:
WLW FUTURE may assign or subcontract its rights and obligations in whole or in part, remaining responsible for the acts and omissions of its subcontractors. The Client shall not assign the contract without WLW FUTURE’s consent, such consent not to be unreasonably withheld.
Notices:
Notices shall be in writing and delivered by hand or sent by recorded post or by email to the contacts stated in the order or as updated in writing. A notice is deemed received on delivery if by hand, two business days after posting if by recorded post, or on the next business day after sending if by email provided no bounce back is received.
Variation:
No variation of these terms shall be effective unless agreed in writing by an authorised signatory of both parties.
Severability:
If any provision of these terms is held to be invalid or unenforceable the remaining provisions shall remain in full force and effect.
Waiver:
A failure to exercise or a delay in exercising any right or remedy under these terms shall not constitute a waiver of that right or remedy.
Entire agreement and third party rights:
These terms together with the accepted proposal and any documents expressly incorporated constitute the entire agreement between the parties and supersede any prior arrangements relating to the same subject matter. Each party acknowledges that it has not relied on any statement or representation not set out in the agreement. A person who is not a party to the contract shall not have any rights to enforce any term of the contract.
No partnership or agency:
Nothing in these terms is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other.
Order of precedence:
The agreement comprises these terms, the accepted proposal and any documents expressly incorporated. If there is any conflict the following order of precedence applies: (i) the proposal, (ii) these terms, (iii) any other incorporated documents.
Set off:
All amounts due to WLW FUTURE shall be paid in full without any set off, counterclaim, deduction or withholding other than any deduction or withholding of tax as required by law.
Client supplied materials and licences.
The Client warrants that it holds all necessary rights in all materials, brand assets, content, data and software that it supplies to WLW FUTURE and grants WLW FUTURE the licences needed to use them to deliver the services.
Force majeure:
WLW FUTURE shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to illness, strikes, lock-outs, fire, flood, pandemic, war, delays in transit, supplier failure or interruption of utilities.
Survival:
Any clauses which by their nature are intended to survive termination, including those relating to payment, copyright, intellectual property, confidentiality, limitation of liability and indemnities, shall remain in force after termination or expiry of this contract.
Intellectual property warranty to Client:
WLW FUTURE warrants that the commissioned deliverables created by WLW FUTURE will not knowingly infringe the intellectual property rights of any third party in the United Kingdom. The Client’s sole remedy for breach of this warranty is that WLW FUTURE will at its option modify the deliverables to avoid infringement, procure a licence for continued use, or remove the infringing part and refund the corresponding fees. This warranty does not apply to Client materials, third party materials or changes made by others.
Supplier terms:
Use of artificial intelligence:
WLW FUTURE LTD may use artificial intelligence, machine learning, automation tools, software platforms, suppliers, contractors, agents and other service providers to assist with the delivery, administration, analysis, development, testing, management and improvement of the services.
This may include the processing of information, documents, data, content, images, audio, video, website material, analytics, commercial information, customer information and other materials supplied by or on behalf of the client.
WLW FUTURE LTD will use reasonable care when selecting and using artificial intelligence tools and related suppliers. Where client information includes personal data, WLW FUTURE LTD will process that personal data in accordance with applicable data protection law, any agreed data processing terms and the client’s lawful instructions.
Client information will remain subject to the confidentiality provisions in these terms. WLW FUTURE LTD will not knowingly submit confidential client information or personal data into artificial intelligence tools for the purpose of training public artificial intelligence models unless this has been expressly agreed with the client in writing or is otherwise permitted under the applicable service terms and data protection arrangements.
The client acknowledges that artificial intelligence tools may be used to generate, analyse, summarise, transform or support work product. Any artificial intelligence output may require human review, checking, editing and professional judgement before use. WLW FUTURE LTD does not warrant that artificial intelligence generated output will be complete, error free, non infringing, suitable for every purpose or free from bias, omission or inaccuracy.
The client must notify WLW FUTURE LTD before supplying any highly confidential, special category, regulated, legally privileged, commercially sensitive or third party restricted information where additional handling restrictions may be required. WLW FUTURE LTD may refuse, limit or require additional written instructions before processing such information through artificial intelligence or automated systems.
Where the use of artificial intelligence tools involves third party suppliers, hosting providers or service providers, the client authorises WLW FUTURE LTD to use those providers where reasonably necessary to deliver the services, provided that WLW FUTURE LTD remains responsible for applying appropriate confidentiality, security and data protection controls.