Terms & Conditions

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY

This is a legally binding agreement (AGREEMENT) between (the Customer or you) and Wise Systems Limited (trading as Wyze) whose registered address is 291 Green Lanes, London, England, N13 4XS, the Supplier, we or us), granting you the right to use and access the CRM platform), including any Updates, Upgrades, patches, fixes or workarounds made available by us, and any data, media or documents associated with it (together, the Subscribed Services).

BY CLICKING ‘ACCEPT’ AT THE END OF THIS AGREEMENT, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF YOUR AUTHORISED USERS WHEN ACCESSING OR USING THE SERVICES. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 15 . THIS IS A BUSINESS TO BUSINESS AGREEMENT AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CLICK ‘ACCEPT’ IF YOU ARE A BUSINESS.

WHERE YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU SHALL CLICK ‘REJECT’. DOING SO MEANS THAT YOU ARE NOT ALLOWED TO ACCESS OR USE THE SERVICES [AND WILL PREVENT YOU FROM ACCESSING THE SERVICES].

1 Definitions and interpretation

1.1 In the Agreement:

Acceptable Use Policy: means the Supplier’s acceptable use policy

Affiliates: means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in s 1124 of the Corporation Tax Act 2010;

Agreement: means, together, the Payment Terms, the Subscribed Service Specific Terms, this Agreement and any policies referred to in either this Agreement, the Subscribed Service nSpecific Terms or the Payment Terms;

Authorised Users: means, in respect of the relevant Subscribed Service, the named users being employees, or contractors of the Customer and/or Customer group companies authorised by you to use
that Subscribed Service in accordance with the terms of this Agreement;

Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date: means the date on which you click to accept this Agreement;

Confidential Information: means as defined in clause 16.1

Customer Data: means all data (in any form) that is provided to the Supplier or uploaded to any part of any Subscribed Service by the Customer or by any Authorised User or any data that is generated as a result of the Customer or any Authorised User’s use of its own data in the Subscribed Services (but excluding Feedback);

Customer Systems: means all Customer or third party software and systems (other than Third Party Software) used by or on behalf of the Customer or any of its direct or indirect sub-contractors;

Data Protection Addendum: means the Supplier’s data protection addendum (AVAILABLE HERE: [INSERT]);

Feedback: has the meaning given to it at clause 13.4 ;

Fees: means the fees payable in advance by the Customer to the Supplier in consideration of the grant of rights to use and access the Services under the Payment Terms;

Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks
and any delays or problems associated with any such networks or with the internet;

Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing;

New Versions: has the meaning given to it at clause 9.1;

Payment Terms: means the separate agreement that the Customer enters into with the Supplier containing the provisions on which the Customer takes a subscription for the supply of the Subscription Services;

Permitted Purpose: means the internal business purpose of the Customer;

Permitted Usage Rights: means the purchased number of Authorised Users as agreed in the Payment Terms across the permitted number of simultaneous devices for the Subscribed Services under the Agreement as set out at clause 5;

Receiving Party: has the meaning given to it in clause 21;

Relief Event: means any: (i) breach of the Agreement by the Customer; (ii) negligence of the Customer; (iii) other unlawful acts or omissions of the Customer; or (iv) any Force Majeure;

Services: means the Subscribed Services and any support services provided in accordance with clause 8.1;

Standard Pricing Terms: means the Supplier’s standard pricing terms for each part of the Services, as amended by the Supplier from time to time, and as at the date of this Agreement the latest version available at [Insert URL;

Subscribed Service Specific Terms: means, in respect of each Subscribed Service, the specific additional or amended terms to be provided by us as relevant to that Subscribed Service (as updated from time to time) which are available at [INSERT LINK];

Subscription Period: means the period set out under the relevant Subscribed Service Specific Terms;

Territory: means the UK, worldwide;

Third Party Software: means any third party software in the Subscribed Services;

Update: means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;

Upgrade: means a version or release of software intended to have new or improved functionality or designated by the Supplier as an upgrade; and

VAT: means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

1. In this Agreement:

1.2.1. headings are included for convenience only and shall have no effect on interpretation;

1.2.2. a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4. words in the singular include the plural and vice versa;

1.2.5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6. a reference to any legislation or legislative provision is a reference to it as in force at the date of the Agreement or as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Agreement.

2. Legal documents

Each set of Payment Terms entered into by you form a separate agreement that incorporates the rights and obligations in this Agreement, as well as the rights and obligations in the Subscribed Service Specific Terms for the relevant Services, the Data Protection Addendum and any policies referred to in either this Agreement, the Subscribed Service Specific Terms or the Payment Terms themselves.

2.1. Each set of Payment Terms entered into by you form a separate agreement that incorporates the rights and obligations in this Agreement, as well as the rights and obligations in the Subscribed Service Specific Terms for the relevant Services, the Data Protection Addendum and any policies referred to in either this Agreement, the Subscribed Service Specific Terms or the Payment Terms themselves.

2.2. If there is any inconsistency in the rights and obligations set out in the Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):

2.2.1. the Payment Terms;

2.2.2. the Subscribed Service Specific Terms;

2.2.3. the Data Protection Addendum;

2.2.4. any policies referred to in this Agreement, the Subscribed Service Specific Terms or the Payment Terms;

2.2.5. this Agreement.

2.3.Subject to the order of precedence set out at clause 2.2, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.

3. System requirements

3.1. The Subscribed Services require the following technical specifications to operate correctly (which the Customer shall ensure it complies with):

3.1.1. Operating system: [insert minimum operating system, including type and version];

4. Rights of access and us

4.1. Subject to the terms of this Agreement and payment of the Fees in accordance with the Payment Terms, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 4.2) right to access and use the paid for Subscribed Services for the Permitted Purpose only in the Territory and for the duration of the Subscription Period.

4.2 . The rights granted at clause 4.1 include a right for you to grant sub-licences to the Authorised Users (where necessary), subject to the terms of the Agreement, including those at clause 6 of this Agreement.

4.3. Third Party Software supplied as part of, or in addition to, the Subscribed Services shall be subject to any additional terms and conditions available here: [insert link to third-party terms] or as otherwise notified to you. You agree to comply with any terms and conditions relating to such Third Party Software.

5. Limitations on use

5.1. Except as expressly permitted under this Agreement or by law, you shall not:

5.1.1. use, copy, modify, adapt, correct errors, or create derivative works from, the Subscribed Services;

5.1.2. decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Subscribed Services, convert the Subscribed Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Subscribed Services, other than as expressly permitted under ss 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to us);

5.1.3. assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Subscribed Services (in each case, whether or not for charge);

5.1.4. remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Subscribed Services causes to be displayed when used;

5.1.5. access or use the Subscribed Services, or permit them to be accessed or used, by or on behalf of any third party, otherwise than for the Permitted Purpose;

5.1.6. interfere with any license key mechanism in the Subscribed Services or otherwise attempt to circumvent or interfere with any security features of the Subscribed Services or mechanisms intended to limit your use; or

5.1.7. make the Subscribed Services available over a network or any other method of remote access, or facilitate the same.

5.2. Access and use of the Subscribed Services shall be limited to the Permitted Usage Rights only. 

5.3. You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us in accordance with the provisions of clause 6.3.

5.3.1 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Subscribed Services (including any use in excess of the Permitted Usage Rights).

6. Authorised Users

6.1. You shall ensure that only Authorised Users use the Subscribed Services, and that such use is at all times in accordance with the Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer.

6.2. You shall ensure that the number of Authorised Users for each Subscribed Service does not exceed the Permitted Usage Rights and the purchased number of Authorised Users for the relevant Subscribed Service at any time. You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of the Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.

6.3. Without prejudice to any other right or remedy we may have, in the event that you are in breach of clause 6.2 then you shall be liable to pay for the number of Authorised Users above the purchased number of Authorised Users as agreed in the Payment Terms for that Subscribed Service for the relevant period, in accordance with our Standard Pricing Terms.

6.4. You shall be liable for the acts and omissions of the Authorised Users as if they were your own;

7. Indemnity

7.1. YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES (AS DEFINED IN THE DATA PROTECTION ADDENDUM (AVAILABLE HERE: [INSERT])), COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US, OUR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS AND/OR EMPLOYEES AS A RESULT OF YOUR BREACH OF THIS AGREEMENT.

7.2. THIS CLAUSE 7 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

8. Support

8.1. Support services shall be available for each paid for Subscribed Service for the duration of the Subscription Period, to the extent and in the manner specified in the relevant Subscribed Service Specific Terms.

8.2. We shall use reasonable endeavours to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

8.3. You acknowledge that the Services do not include data back up or disaster recovery facilities (and the Customer shall ensure it at all times maintains backups of all Customer Data) according to its requirements. 

9. Changes to services and terms

We may at our absolute discretion make, and notify you of, updated versions of the documents referred to in clause 2.1 or other documents referred to in any part of this Agreement (excluding in each case the Payment Terms) (New Versions) from time to time by notifying you of such update by

e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which we elect. New Versions will replace the preceding version of the same document(s) for the purposes of the Agreement from the date 30 Business Days after they are published [on the [Supplier’s platform]] or at such later date as we may specify).We shall comply with our related obligations in the Data Protection Addendum (available here: [INSERT LINK]).

10. Records and audit

10.1: During the Subscription Period and for three yearsthereafter, you shall maintain accurate and complete records of the Customer’s and its Authorised Users’ access and usage of the Subscribed Services under the Agreement including:

10.1.1. the number of Authorised User accounts that you have purchased under the Payment Terms; and

10.1.2. the number and identity of any Authorised Users.

11 Warranty

11.1. We warrant that:

11.1.1. each Subscribed Service will operate materially in accordance with its description (maintained and published here: [INSERT LINK]) when used in accordance with this Agreement under normal use and normal circumstances during the Subscription Period; and

11.1.2. we will provide each of the Services with reasonable care and skill.

11.2. If there is a breach of the warranty in clause 11.1, provided that you notify us in writing within 3 Business Days of the date you ought reasonably have become aware of the breach, we will, at our option:

11.2.1. use reasonable endeavours to rectify the breach within a reasonable time; or

11.2.2. terminate this Agreement in which case you will be entitled to a refund pursuant to the Payment Terms
To the maximum extent permitted by law, this clause 11.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 11.1.

11.3. The warranty in clause 11.1 is subject to the limitations and exclusions set out in clause 15. In addition, the warranty shall not apply to the extent that any error in the Subscribed Services arises as a result of:

11.3.1. incorrect access or use of the Subscribed Services by the Customer or any Authorised User;

11.3.2. access to or use of the Subscribed Services by the Customer or any Authorised User other than for the purposes for which it is intended;

11.3.3. modification or alteration of the Subscribed Services without our written consent;

11.3.4. access or use of the Subscribed Services with other software or on equipment with which it is incompatible;

11.3.5. attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier;

11.3.6. failure to install any Update or Upgrade recommended and made available by us; or

11.3.7. any Relief Event.

11.4. You acknowledge that we do not give any term, warranty, condition or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:

11.4.1. the Subscribed Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;

11.4.2. the Subscribed Services operating in a manner which is uninterrupted or free from minor errors or defects; or

11.4.3. the Subscribed Services being compatible with any software other than the Third Party Software or with any particular hardware.

12. Your responsibilities
You shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications. You are solely responsible for maintaining the confidentiality of your credentials and all access to and use under Your Account. You must notify us immediately in writing if you suspect unauthorised use or breach of Your credentials.

13. Intellectual Property Rights

13.1. The Customer acknowledges that all Intellectual Property Rights in the Services are owned by or licensed to the Supplier, that the right to access and use the Subscribed Services is licensed (not sold) to the Customer and that the Customer shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Customer shall have no right to access the Subscribed Services in source code form. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 13.1.

13.2. The Customer and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Services and the Subscribed Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent reasonably necessary to perform or provide the Services or to exercise or perform the Supplier’s rights, remedies and obligations under the Agreement.

13.3. To the extent Third Party Software is made available to, or used by or on behalf of the Customer or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Third Party Software shall be subject to any additional third party terms in accordance with clause 4.3.

13.4. The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.

13.5. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under this Agreement.

13.6. If the Supplier has reason to believe that a third party claim may be (or if such a claim has been) brought by any third party alleging that the Subscribed Services infringe any Intellectual Property Rights of a third party (an IPR Claim), the Supplier may at its sole option and expense, and the Customer shall permit the Supplier to:

13.6.1 obtain the right for the Customer to continue to use the Subscribed Services; or

13.6.2. modify or replace the Subscribed Services to avoid infringement or alleged infringement without causing a material adverse impact to the Subscribed Services.

13.7. If we are unable to achieve either of the outcomes described in clause 13.6 having used reasonable endeavours , we may terminate this Agreement and you will be entitled to a refund of Fees paid in advance for any impacted Subscribed Services in respect of any remaining Subscription Period, in accordance with the provisions of the Payment Terms.

13.8. This clause 13 shall survive the termination or expiry of this Agreement.

14. Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

15. Limitation of liability

15.1. THE EXTENT OF THE SUPPLIER’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 15.

15.2. SUBJECT TO CLAUSES 15.3 AND 15.5, THE SUPPLIER’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

15.2.1. AN AMOUNT EQUAL TO THE FEES PAID TO THE SUPPLIER BY THE CUSTOMER IN THE [12-MONTH] PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO ANY CLAIM UNDER THIS AGREEMENT; OR

15.2.2. AN AMOUNT EQUAL TO 12 TIMES THE FEES DUE OR PAID TO THE SUPPLIER FOR THE FIRST MONTH OF THE SUBSCRIPTION PERIOD.

15.3. SUBJECT TO CLAUSE 15.5, THE SUPPLIER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.

15.4. LOSS OF PROFIT; LOSS OF REVENUE; LOSS OR CORRUPTION OF DATA; LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS; LOSS OR DAMAGE TO EQUIPMENT; LOSS OF USE; LOSS OF PRODUCTION; LOSS OF CONTRACT; LOSS OF COMMERCIAL OPPORTUNITY; LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED); HARM TO REPUTATION OR LOSS OF GOODWILL; LOSS OF BUSINESS; AND WASTED EXPENDITURE.