WP Assistant Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of WP Assistant services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.
Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Charges” means the following amounts:
(a) such amounts as may be agreed in writing by the parties from time to time; and
(b) amounts calculated by multiplying the Provider’s standard time-based charging rates (as notified by the Provider to the Customer before the date of the Contract) by the time spent by the Provider’s personnel performing the WP Assistant Services (rounded down by the Provider to the nearest quarter hour);
“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;
“Customer” means the person or entity opening this support plan or support ticket.
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract;
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Effective Date” means the date of execution of the Contract;
“Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
“Provider” means Lakewood media Limited, a company incorporated in England and Wales (registration number 08477710) having its registered office at Kemp House, 160 City Road, London, EC1V 2NX, providing WP Assistant Services to the Customer.
“WP Assistant Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
“Support Services” means the support services specified in Section 1 of the Statement of Work;
“Term” means the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;
“Third Party Software” means that software the rights in which are owned by one or more third parties that the Provider agrees to supply to the Customer under the Statement of Work;
“Third Party Software Licence” means the Third Party Software Vendor’s standard licensing terms for the Third Party Software from time to time; and
“Third Party Software Vendor” means a third party that has granted to the Provider the right to distribute the Third Party Software and resell licences for the Third Party Software.
Credit
2.1 This document was created using a template from Docular (https://docular.net).
Term
3.1 The Contract shall come into force upon the Effective Date.
3.2 The Contract shall continue in force until completion, upon which the Contract shall terminate automatically, subject to termination in accordance with Clause 12 or any other provision of these Terms and Conditions.
WP Assistant Services
4.1 The Provider shall provide the WP Assistant Services to the Customer during the Term.
4.2 The Provider shall provide the WP Assistant Services in accordance with the standards of skill and care reasonably expected from
4.3 The Provider may suspend the provision of the Support Services if any amount
due to be paid by the Customer to the Provider under the Contract is overdue,
and the Provider has given to the Customer at least 30 days’ written notice,
following the amount becoming overdue, of its intention to suspend the
Support Services on this basis.
5. Third Party Software supply
5.1 The Provider shall supply the Third Party Software to the Customer by the
means and in accordance with the timetable specified in the Statement of
Work; providing that if there is no means specified, the Third Party Software
shall be supplied by digital download, and if there is no timetable specified,
the Third Party Software shall be supplied promptly following the date of the
Statement of Work.
5.2 Unless the parties expressly agree otherwise, the Third Party Software shall be
supplied in executable form only.
5.3 The Provider shall ensure that a copy of the Third Party Software Licence is
supplied or otherwise made available to the Customer upon or before the
parties agree to the supply of the corresponding Third Party Software, whether
by means of the Third Party Software Vendor’s website or otherwise.
5.4 The Customer shall be responsible for ensuring that the Customer’s use of the
Third Party Software is properly licensed.
5.5 The parties acknowledge that the Customer’s rights to use the Third Party
Software, and the restrictions on the Customer’s use of the Third Party
Software, shall be as set out in the Third Party Software Licence.
5.6 The Customer must abide by the terms of the Third Party Software Licence
and ensure that all persons using the Third Party Software supplied by the
Provider to the Customer abide by the terms of the Third Party Software
Licence.
5.7 The Provider acknowledges that the Third Party Software Licence creates
rights and obligations between the Customer and the Third Party Software
Vendor, and that the Provider is not a party to the Third Party Software
Licence.
6. Customer obligations
6.1 Save to the extent that the parties have agreed otherwise in writing, the
Customer must provide to the Provider, or procure for the Provider, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Provider to perform its obligations
under the Contract.
6.2 The Customer must provide to the Provider, or procure for the Provider, such
access to the Customer’s computer hardware, software, networks and
systems as may be reasonably required by the Provider to enable the Provider
to perform its obligations under the Contract.
7. Charges
7.1 The Customer shall pay the Charges to the Provider in accordance with these
Terms and Conditions.
7.2 If the Charges are based in whole or part upon the time spent by the Provider
performing the Services, the Provider must obtain the Customer’s written
consent before performing Services that result in any estimate of time-based
Charges given to the Customer being exceeded or any budget for time-based
Charges agreed by the parties being exceeded; and unless the Customer
agrees otherwise in writing, the Customer shall not be liable to pay to the
Provider any Charges in respect of Services performed in breach of this Clause
7.2.
7.3 All amounts stated in or in relation to these Terms and Conditions are, unless
the context requires otherwise, stated inclusive of any applicable value added
taxes.
7.4 The Provider may elect to vary any element of the Charges by giving to the
Customer not less than 30 days’ written notice of the variation, providing that
no such variation shall result in an aggregate percentage increase in the
relevant element of the Charges during the Term that exceeds 2% over the
percentage increase, during the same period, in the Retail Prices Index (all
items) published by the UK Office for National Statistics.
8. Payments
8.1 The Provider shall issue invoices for the Charges to the Customer before
contract of work commences.
8.2 The Customer must pay the Charges to the Provider within the period of 2
days following the receipt of an invoice issued in accordance with this Clause
8.
8.3 The Customer must pay the Charges by debit card, credit card, direct debit,
bank transfer (using such payment details as are notified by the Provider to
the Customer from time to time).
8.4 If the Customer does not pay any amount properly due to the Provider under
these Terms and Conditions, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8%
per annum above the Bank of England base rate from time to time
(which interest will accrue daily until the date of actual payment and be
compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant
to the Late Payment of Commercial Debts (Interest) Act 1998.
9. Data protection
9.1 Each party shall comply with the Data Protection Laws with respect to the
processing of the Customer Personal Data.
9.2 The Customer warrants to the Provider that it has the legal right to disclose all
Personal Data that it does in fact disclose to the Provider under or in
connection with the Contract.
9.3 The Customer shall only supply to the Provider, and the Provider shall only
process, in each case under or in relation to the Contract, the Personal Data of
data subjects falling within the categories specified in REFERENCE TARGET
REMOVED and of the types specified in REFERENCE TARGET REMOVED; and
the Provider shall only process the Customer Personal Data for the purposes
specified in REFERENCE TARGET REMOVED.
9.4 The Provider shall only process the Customer Personal Data during the Term
and for not more than 30 days following the end of the Term, subject to the
other provisions of this Clause 9.
9.5 The Provider shall only process the Customer Personal Data on the
documented instructions of the Customer (including with regard to transfers
of the Customer Personal Data to any place outside the European Economic
Area), as set out in these Terms and Conditions or any other document agreed
by the parties in writing.
9.6 Notwithstanding any other provision of these Terms and Conditions, the
Provider may process the Customer Personal Data if and to the extent that the
Provider is required to do so by applicable law. In such a case, the Provider
shall inform the Customer of the legal requirement before processing, unless
that law prohibits such information on important grounds of public interest.
9.7 The Provider shall ensure that persons authorised to process the Customer
Personal Data have committed themselves to confidentiality or are under an
appropriate statutory obligation of confidentiality.
9.8 The Provider and the Customer shall each implement appropriate technical
and organisational measures to ensure an appropriate level of security for the
Customer Personal Data, including those measures specified in REFERENCE
TARGET REMOVED.
9.9 The Provider must not engage any third party to process the Customer
Personal Data without the prior specific or general written authorisation of the
Customer. The Provider is hereby authorised by the Customer, as at the
Effective Date, to engage those third parties identified in, or falling within the
processor categories specified in, REFERENCE TARGET REMOVED to process
the Customer Personal Data. In the case of a general written authorisation,
the Provider shall inform the Customer at least 7 days in advance of any
intended changes concerning the addition or replacement of any third party
processor, and if the Customer objects to any such changes before their
implementation, then the Provider must not implement the changes. The
Provider shall ensure that each third party processor is subject to the same
legal obligations as those imposed on the Provider by this Clause 9.
9.10 The Provider shall, insofar as possible and taking into account the nature of
the processing, take appropriate technical and organisational measures to
assist the Customer with the fulfilment of the Customer’s obligation to
respond to requests exercising a data subject’s rights under the Data
Protection Laws.
9.11 The Provider shall assist the Customer in ensuring compliance with the
obligations relating to the security of processing of personal data, the
notification of personal data breaches to the supervisory authority, the
communication of personal data breaches to the data subject, data protection
impact assessments and prior consultation in relation to high-risk processing
under the Data Protection Laws.
9.12 The Provider shall make available to the Customer all information necessary
to demonstrate the compliance of the Provider with its obligations under this
Clause 9 and the Data Protection Laws.
9.13 The Provider shall, at the choice of the Customer, delete or return all of the
Customer Personal Data to the Customer after the provision of services
relating to the processing, and shall delete existing copies save to the extent
that applicable law requires storage of the relevant Personal Data.
9.14 The Provider shall allow for and contribute to audits, including inspections,
conducted by the Customer or another auditor mandated by the Customer in
respect of the compliance of the Provider’s processing of Customer Personal
Data with the Data Protection Laws and this Clause 9. The Provider may
charge the Customer at its standard time-based charging rates for any work
performed by the Provider at the request of the Customer pursuant to this
Clause 9.14.
9.15 If any changes or prospective changes to the Data Protection Laws result or
will result in one or both parties not complying with the Data Protection Laws
in relation to processing of Personal Data carried out under these Terms and
Conditions, then the parties shall use their best endeavours promptly to agree
such variations to these Terms and Conditions as may be necessary to remedy
such non-compliance.
10. Warranties
10.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Contract
and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory
requirements applying to the exercise of the Provider’s rights and the
fulfilment of the Provider’s obligations under these Terms and
Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and
experience to perform its obligations under these Terms and Conditions.
10.2 The Customer warrants to the Provider that it has the legal right and authority
to enter into the Contract and to perform its obligations under these Terms
and Conditions.
10.3 All of the parties’ warranties and representations in respect of the subject
matter of the Contract are expressly set out in these Terms and Conditions. To
the maximum extent permitted by applicable law, no other warranties or
representations concerning the subject matter of the Contract will be implied
into the Contract or any related contract.
11. Limitations and exclusions of liability
11.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from
negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable
law; or
(d) exclude any liabilities that may not be excluded under applicable law.
11.2 The limitations and exclusions of liability set out in this Clause 11 and
elsewhere in these Terms and Conditions:
(a) are subject to Clause 11.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating
to the subject matter of these Terms and Conditions, including liabilities
arising in contract, in tort (including negligence) and for breach of
statutory duty, except to the extent expressly provided otherwise in
these Terms and Conditions.
11.3 Neither party shall be liable to the other party in respect of any loss of profits
or anticipated savings.
11.4 Neither party shall be liable to the other party in respect of any loss of
revenue or income.
11.5 Neither party shall be liable to the other party in respect of any loss of use or
production.
11.6 Neither party shall be liable to the other party in respect of any loss of
business, contracts or opportunities.
11.7 Neither party shall be liable to the other party in respect of any loss or
corruption of any data, database or software.
11.8 Neither party shall be liable to the other party in respect of any special,
indirect or consequential loss or damage.
12. Termination
12.1 Either party may terminate the Contract by giving to the other party at least 7
days’ written notice of termination.
12.2 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if the other party commits a material breach
of these Terms and Conditions.
12.3 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any
arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the other
party;
(c) an order is made for the winding up of the other party, or the other
party passes a resolution for its winding up (other than for the purpose
of a solvent company reorganisation where the resulting entity will
assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes
incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
13. Effects of termination
13.1 Upon the termination of the Contract, all of the provisions of these Terms and
Conditions shall cease to have effect, save that the following provisions of
these Terms and Conditions shall survive and continue to have effect (in
accordance with their express terms or otherwise indefinitely): Clauses 1, 5.4,
5.5, 5.6, 5.7, 8.2, 8.4, 9.1, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12,
9.13, 9.14, 9.15, 11, 13 and 15.
13.2 Except to the extent that these Terms and Conditions expressly provides
otherwise, the termination of the Contract shall not affect the accrued rights
of either party.
13.3 Within 30 days following the termination of the Contract for any reason:
(a) the Customer must pay to the Provider any Charges in respect of
Services provided to the Customer before the termination of the
Contract; and
(b) the Provider must refund to the Customer any Charges paid by the
Customer to the Provider in respect of Services that were to be provided
to the Customer after the termination of the Contract,
without prejudice to the parties’ other legal rights.
14. Subcontracting
14.1 Subject to any express restrictions elsewhere in these Terms and Conditions,
the Provider may subcontract any of its obligations under the Contract.
14.2 The Provider shall remain responsible to the Customer for the performance of
any subcontracted obligations.
15. General
15.1 No breach of any provision of the Contract shall be waived except with the
express written consent of the party not in breach.
15.2 If any provision of the Contract is determined by any court or other competent
authority to be unlawful and/or unenforceable, the other provisions of the
Contract will continue in effect. If any unlawful and/or unenforceable provision
would be lawful or enforceable if part of it were deleted, that part will be
deemed to be deleted, and the rest of the provision will continue in effect
(unless that would contradict the clear intention of the parties, in which case
the entirety of the relevant provision will be deemed to be deleted).
15.3 The Contract may not be varied except by a written document signed by or on
behalf of each of the parties.
15.4 Neither party may without the prior written consent of the other party assign,
transfer, charge, license or otherwise deal in or dispose of any contractual
rights or obligations under these Terms and Conditions.
15.5 The Contract is made for the benefit of the parties, and is not intended to
benefit any third party or be enforceable by any third party. The rights of the
parties to terminate, rescind, or agree any amendment, waiver, variation or
settlement under or relating to the Contract are not subject to the consent of
any third party.
15.6 Subject to Clause 11.1, these Terms and Conditions shall constitute the entire
agreement between the parties in relation to the subject matter of these
Terms and Conditions, and shall supersede all previous agreements,
arrangements and understandings between the parties in respect of that
subject matter.
15.7 The Contract shall be governed by and construed in accordance with English
law.
15.8 The courts of England shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with the Contract.
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STATEMENT OF WORK
1. Specification of Support Services
Installation services, configuration services, integration services, the application of
updates and upgrades, helpdesk provision, issue investigation and issue resolution
in relation to the Supported Software and the Supported Hardware, providing that
the Support Services shall exclude any training services.
By commencing with this support plan or ticket the parties have indicated their
acceptance of this Statement of Work together with the terms and conditions
attached to this Statement of Work, providing that if there are no terms and
conditions attached to this Statement of Work, the parties agree that this Statement
of Work shall be governed by the terms and conditions most recently agreed by the
parties in writing.