Terms and Conditions of Supply (Enterprise)

These terms and conditions (the “Conditions”) govern the supply of services by Willo Technologies Limited, a company incorporated in Scotland with company number SC601085 and having its registered office address at 20-23 Woodside Place, Glasgow, Scotland, G3 7QL (the “Supplier”). By purchasing or making use of the Services (as defined herein), you as the Customer acknowledge and agree that you have read and accept these Terms.

Definitions and interpretation
1. In these Terms, the following words and expressions have the following meanings:

“Acceptable Use Policy” means the Supplier’s Acceptable Use Policy located at https://support.willo.video/article/16-acceptable-use, as amended or updated from time to time;

"Applicable Law" means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

“Bribery Laws” means the Bribery Act 2010 and all other Applicable Laws in connection with bribery or anti-corruption;

"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in any part of the United Kingdom when banks generally are open for non-automated business ;

"Candidate” means a person registered with the Website as a candidate who is invited to submit a response or application to a Customer using the Website;

"Confidential Information" means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

“Content” means any text, audio, visual or other elements made available by the Customer, a User or a Candidate through the Website;

"Contract" means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work;

"Customer" means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order, or the company who has signed up for the Services on the Website;

"Data Processing Addendum” means the data processing addendum annexed to these Conditions as Appendix 1;

“Data Protection Laws”, means, as binding on either party or the Services:

the GDPR, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
the Data Protection Act 2018;
any laws which implement or supplement any such laws; and
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

"Data Protection Supervisory Authority" means any regulator, authority or body responsible for administering Data Protection Laws;

"Data Subject" shall have the meaning given to it in any applicable Data Protection Laws from time to time;

"Failed Payment" has the meaning given in clause 6.3;

"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 Contract;

"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;

"Initial Term" means the term of the Contract noted in the Order, or otherwise agreed between the parties;

"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and 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;
to which the relevant party is or may be entitled, and
in whichever part of the world existing;

"Modern Slavery Policy” means the Supplier’s anti-slavery and human trafficking policy in force and available on the Website at https://support.willo.video/article/100-anti-slavery-policy, as amended and updated from time to time;

“MSA Offence” has the meaning given in clause 14.2.1.1;

"Order" means the order for the Services from the Supplier placed by the Customer in substantially the same form as set out in the Customer’s order form, or as selected by the Customer from the Supplier's Website and confirmed in the Profile;

"Package" means the scope of Services comprised in the package noted in the Order under the heading "fixed fees";

"Personal Data" shall have the meaning given to it in applicable Data Protection Laws from time to time;

"Price" has the meaning set out in clause 4.1;

“Privacy Policy” means the Supplier’s privacy policy, accessed on the Website at https://support.willo.video/article/10-privacy-policy, as amended and updated from time to time;

"Profile" means the profile section of the Customer's account;

"Protected Data" means Personal Data received by the Supplier from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

"Renewal Term” has the meaning given at clause 15.4;

"Services" means the services set out in the Order and to be performed by the Supplier for the Customer in accordance with the Contract;

“Sub-Processor” means any processor engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data on behalf of the Customer;

"Term” means the Initial Term together with any Renewal Term;

"Terms and Conditions of Use" means the terms and conditions of supply located at https://support.willo.video/article/20-terms-and-conditions-of-supply;

"User" means an individual being an employee, director, officer, subcontractor or other representative of the Customer that uses the Customer's account;

"VAT" means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services; and

"Website" means https://www.willo.video, https://app.willotalent.com and/or any other website through which the Services are made available from time to time..

In these Conditions, unless the context requires otherwise:
1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
2. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
3. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
4. 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;
5. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
6. a reference to a gender includes each other gender;
7. words in the singular include the plural and vice versa;
8. 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;
9. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
10. a reference to legislation is a reference to that legislation 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 Contract; and
11. a reference to legislation includes all subordinate legislation made from time to time under that legislation.
Application of these Conditions
1. These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees.
3. No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
4. Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
5. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
6. The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 10 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
7. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
  1. the Supplier’s written acceptance of the Order; or
  2. the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
8. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
9. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
10. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
Use of the Services
1. Subject to the Customer paying the Price, the restrictions set out in this clause 3 and the other terms and conditions of these Conditions, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Customer and the Users to use the Services during the Term.
2. The Services shall be accessed through the Website. By accessing the Website and the Services the Customer and each User agrees to the Terms and Conditions of Use and the Acceptable Use Policy.
3. The Customer shall be responsible for all use made of their account. When registering to use the Website, Customers and Users will be required to set up a password for their account, or the Supplier shall create an account and select a password for the account at the request of the Customer, which shall be kept confidential. Customers are responsible for all transactions or use made of their account through their password and for all transactions or use made of each User account. The Customer should contact the Supplier immediately if it believes unauthorised use has been made of the Customer account.
4. The Package the Customer is subscribing for shall be confirmed in the Order. During the Term the Customer may not reduce the scope of the Services included within the selected Package without the express written consent of the Supplier. If the Customer wishes to upgrade to a higher Package of Services during the Term, it may do so by contacting the Supplier to purchase the relevant Package.
5. The Customer warrants that for the duration of the Term:
  1. it will not allow any User to make use of the Customer’s account through any other User’s login credentials unless those credentials have been reassigned in their entirety to another User, in which case the prior User shall no longer have any right to access or use the Service;
  2. if there is a breach of clause 3.5.1 it will immediately notify the Supplier;
  3. the Customer and each User shall keep a secure password for their use of the Services and shall keep their password confidential;
  4. all registration information the Customer or its Users submit shall be true, accurate, current and complete and that the Customer shall maintain the accuracy of such information;
  5. if the Customer links their account with third party online accounts, the Supplier may access and make use of such accounts without breach of any other terms and conditions that govern the use of those accounts and without any obligation on the Supplier to pay for access or use of those accounts; and
  6. it shall permit the Supplier to audit the Customer’s use of the Services in order to monitor compliance with these Conditions.
6. The Customer acknowledges and accepts that while the Supplier will not make the Customer’s Content available publicly, Content submitted by Candidates or posted by the Customer or its Users may be shared by the Customer or its Users through URL links to the relevant Content on the Website or through third party platforms. If the Customer wishes to limit the ability to share Content on its account it may do so by contacting the Supplier to restrict or remove the ability for its Users to share Content in this way]. The Customer acknowledges and accepts that once Content is shared it the Supplier has no control of and shall not be responsible or liable for any further sharing .
7. In the case of Content submitted by Candidates, the Customer undertakes that it shall only share such Content with those of its personnel who are required to view such Content for the purposes of assessing the Candidate’s interview performance for employment purposes.
8. The Customer shall not:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services on the Website in any form or media or by any means;
  2. access all or any part of the Services or Website in order to build a product or service which competes with the Service;
  3. use the Services to provide services to third parties other than Candidates;
  4. use or permit Users of the Services or Website to make available Content which infringes the Intellectual Property Rights of any third party;
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service, the Website and or any materials available as part of the Services or Website available to any third party except the Users, or
  6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3.
9. The Customer shall ensure that all details on its Profile are accurate and shall notify the Supplier immediately should any details be inaccurate including but not limited to, the Price.
10. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Website and, in the event of any such unauthorised access or use, promptly notify the Supplier.
11. Where it is suspected that a User has created multiple accounts for the same company using different email addresses with the intention to avoid payment, the Supplier reserves the right to challenge this use and restrict all or any usage of the accounts in question unless the User agrees to upgrade the Services.
12. If, in the Supplier's reasonable opinion, any Customer fails to comply with these Conditions, the Terms and Conditions of Use or makes inappropriate use of the Website, the Supplier may without liability to the Customer, modify or remove any Content which does not comply with the above, or will notify the Customer informing them of the same and giving them a period of 3 days to remedy such non-compliance. If the Customer does not remedy its default within the given period, the Supplier reserves the right to:
  1. suspend access to the Services for the Customer or any of its Users which may be reinstated (at the Supplier’s discretion once the Customer rectifies its default); and
  2. if the Customer does not remedy its breach within a further period of 14 days, this shall be deemed a material breach of the Contract entitling the Supplier to terminate the Contract in accordance with clause 15.5.
Price
1. The price for the Services shall be as set out in the Order or, where no such provision is set out, shall be as advised in writing by the Supplier from time to time (the "Price").
2. The Price is exclusive of VAT (or equivalent sales tax).
3. The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice. All invoices must be paid by the Customer within the timescales agreed in the Order.]
4. The Supplier may increase the Price at any time by giving the Customer not less than 15 Business Days’ notice in writing prior the expiry of their Initial Term or current Renewal Term (as applicable), to take effect at the start of their next Renewal Term.
5. Notwithstanding clause 4.4, the Supplier may increase the Price with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 10% and which is due to any factor beyond the control of the Supplier.
6. If the Customer has underpaid the Price to the Supplier by allowing multiple Users to share a User's account, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Supplier's price list within ten (10) Business Days of the date of the Supplier notifying the Customer of such underpayment.
7. Where a Customer only has one User, they will be allocated 25 credits to use on the Services offered by the Supplier as well as restricted access to other parts of the Website and Services, and there shall be no Price payable for this. If the Customer requires to make further use of the Services, they will be required to upgrade, which will be subject to the Price stated in the Order for the relevant additional Services.
Payment
1. The Customer shall pay the Price for the Services monthly in advance, unless otherwise agreed by the Supplier in writing or noted in the Order.
2. Where sums due to the Supplier under these Conditions are not paid in full by the due date:
  1. the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of the Royal Bank of Scotland from time to time in force,
  2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment, and
  3. the Supplier reserves the right to suspend the Customer’s and its Users’ access to the Service until such time as all overdue sums are paid in full.
Performance
1. The Supplier warrants that:
  1. the Services shall in all material respects be in accordance with the description of the Services;
  2. excluding any Content which may be made available on the Website by the Customer, its Users or any Candidate, the Website and Services do not infringe the Intellectual Property Rights of any third party;
  3. it shall use reasonable endeavours to ensure that the Website and Services remain free of viruses, malware and other malicious code; and
  4. supply the Services will be supplied with reasonable care and skill.
2. The provisions of these Conditions shall apply to any Services that are remedied or reperformed with effect from performance of the remedied or re-performed Services.
3. Except as set out in this clause 7, the Supplier gives no warranties and makes no representations in relation to the Services or the Website, including but not limited to the accuracy of the content on the Website. The content on the Website is provided for general information only. It is not intended to amount to advice for the Customer or any User to rely on.
4. The Supplier has no further role or responsibilities and in particular it is drawn to the attention of the Customer that:
  1. while the Supplier shall use all reasonable endeavours to keep the Website available at all times, access is subject to internet availability and the Supplier may also require to carry out maintenance or upgrades to the Website; and
  2. while the Supplier facilitates the process, we are not acting in any way as an employment recruitment service.
5. Unless otherwise indicated, the Website and Services are owned or licensed to the Supplier are shall not be used other than in accordance with this Contract.
6. The Supplier has used reasonable endeavours to ensure that our site complies with UK laws. However, the Supplier makes no representations that our Website or the Services are available for use in locations outside of the UK. The Customer accept that if they are resident outside of the UK, they must satisfy themselves that they are lawfully able to use the Website and/or Services.
7. The Supplier makes no representations and gives no warranties or guarantees, express or implied, that the making available of the Website or the Services in any particular territory outside of the UK is permitted under any non-UK laws. The Supplier excludes all liability for any damages, loss, costs or expenses relating to or arising out of the supply of the Services or access or attempted access to our Website or the Services by persons who are citizens, residents or nationals of countries other than the UK or who are nominees of or trustees for citizens, residents or nationals of countries other than the UK who are restricted from accessing or attempting to access our Website or the Services.
Indemnity
1. The Customer shall, to the extent that a claim does not arise from the negligence or wilful default of the Supplier, indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s or any of its Users’ breach of:
  1. clauses 3.9, 9.1, 10, 11, 12 and 13;
  2. the Customer’s obligations under applicable Data Protection Laws;
  3. the Acceptable Use Policy.
2. Each party shall indemnify and keep indemnified the other party:
  1. up to a limit of 5x the annual contract value in aggregate across all claims for and against any losses, claims, expenses and costs incurred by the indemnified party as a result of or in connection with the defaulting party’s breach of clauses 12, and 13; and
  2. with no limit for and against any losses, claims, expenses, costs, compensation paid to Data Subjects or fines imposed by a Data Protection Supervisory Authority incurred by the indemnified party out of or in connection with the defaulting party’s breach of clause 11 or applicable Data Protection Laws.
3. The Supplier shall, to the extent that a claim does not arise from the negligence or wilful default of the Customer, indemnify the Customer against any third party claim brought against the Customer that the Customer’s use of the Services infringes the Intellectual Property Rights of any third party (and “IPR Claim”), provided that:
  1. the Customer promptly notifies the Supplier in writing on becoming aware of any reasonably likely or actual IPR Claim (such notice to include full details as to the nature and basis of the IPR Claim);
  2. the Customer makes no admission of liability, communication or payment to the third party making the IPR Claim or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
  3. the Supplier is granted the sole control and conduct of the defence of the IPR Claim and of any related settlement or negotiations; and
  4. the Customer, at the Supplier’s request and expense, provides the Supplier with all reasonable assistance, information and authority, and acts in accordance with the reasonable instructions of the Supplier, in the circumstances described in this clause 8.3.
4. The limitations of liability set out in clause 8 shall not apply to any indemnity provided for in this clause 7.
Limitation of liability
1. The extent of the parties’ liability under or in connection with the Contract (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 8.
2. Subject to clauses 7.4, 8.3, 8.4 and 8.5, neither party’s total liability under the Contract shall exceed the total the amount paid by the Customer to the Supplier for the Services during the six month period prior to any cause of action arising.
3. Subject to clause 8.5, the Supplier shall not be liable for consequential, indirect or special losses.
4. Subject to clause 8.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
  1. loss of profit;
  2. loss of use;
  3. loss of production;
  4. loss of contract;
  5. loss of opportunity;
  6. loss of savings, discount or rebate (whether actual or anticipated);
  7. harm to reputation or loss of goodwill.
5. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other losses which cannot be excluded or limited by Applicable Law; or
  4. any losses caused by wilful misconduct.
Intellectual property
1. Where the Customer or its User uploads any Content in any form to the Website, the Customer warrants to the Supplier that they, or the User, has authority to do so and that by doing so the Customer and any User is not infringing the Intellectual Property Rights of any third party.
2. In relation to any Content which the Customer or any User does upload in accordance with clause 9.1, or any Intellectual Property Rights owned by the Customer which is required to be used by the Supplier in the delivery of the Services, the Customer and the User hereby grant to the Supplier a worldwide, non exclusive, perpetual and royalty free licence to use such content or Intellectual Property Rights in the provision of Services on the Website and for the Supplier's own marketing purposes including but not limited to use of the same on the Website, earnings release and calls and promotional activity.
3. The Customer hereby grants to the Supplier during the Term a non-exclusive, royalty-free, worldwide licence to use the Customer’s service marks, trade marks and/or branding strictly for the purposes of the Supplier representing the Customer as a customer of a Supplier in any media, form or content. The Supplier shall not acquire any other right in the Customer’s service marks, trade marks, or logos.
Confidentiality and announcements
1. Each party shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
  1. any information which was in the public domain at the date of the Contract;
  2. any information which comes into the public domain subsequently other than as consequence of any breach of the Contract or any related agreement;
  3. any information which is independently developed by the Customer without sing information supplied by the Supplier;
  4. information which was already lawfully in the receiving party’s possession at the time it was disclosed to the receiving party;
  5. information which comes into the receiving party’s possession by way of a third party which is disclosed in the absence of any obligations of confidentiality owed to the disclosing party; or
  6. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses 10.1.1 to 10.1.3 shall not apply to information to which clause 10.1.6 relates.
2. This clause shall remain in force from the date of the Contract and shall remain in force for a period of 5 years following termination or expiry of the Contract.
3. Where a party is required to make an announcement or disclosure of the other party’s Confidential Information as required by law or regulatory authority, the party compelled to make such a disclosure will, insofar as permissible make the relevant announcement or disclosure after consultation with the other party, taking into account all reasonable requirements of the other requirements as to its form and content, so far as is reasonably practicable.
Processing of Personal Data
1. In this clause 11, the expressions “Controller”, “process”, “processing” and “Processor” have the meanings given to them in the applicable Data Protection Laws.
2. The parties agree that, for the Protected Data, the Supplier shall be a Processor and the Customer shall be the Controller.
3. The Supplier shall process and handle such Protected Data in compliance with the obligations placed on it under Data Protection Laws, the terms of the Contract, the Privacy Policy and the Controller’s instructions as set out in the Data Processing Addendum.
4. Taking into account the state of technical development and the nature of processing and controlling, the Supplier shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
5. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under Data Protection Laws and the Customer shall at all times comply with all Data Protection Laws in connection with the controlling or processing of any Protected Data, the use of the Services (and each part) and the exercise and performance of its respective rights and obligations under the Contract, including maintaining all relevant regulatory registrations, consents and notifications as required under Data Protection Laws.
6. The Customer warrants, represents and undertakes that:
  1. the processing by the Supplier of Protected Data (if processed in accordance with the Contract) shall comply in all respects with Data Protection Laws, including in terms of its collection, use and storage;
  2. fair processing and other appropriate notices have been provided to the Data Subjects of the Protected Data (and all necessary consents from such Data Subjects have been obtained and at all times maintained) to the extent required by Data Protection Laws in connection with all processing activities in respect of the Protected Data that may be undertaken by the Supplier in accordance with the Contract or in connection with the Services; and
  3. all instructions given to the Supplier in respect of Personal Data shall at all times be in accordance with Data Protection Laws.
7. Where a Candidate submits Content to the Website and/or in connection with the Services, this may require the Supplier to collect, retain and process personal data in such Content, which may include special category Personal Data, should this be included in the Content. The Supplier shall comply with Data Protection Laws if it is required to transfer a Candidate’s Personal Data to the Customer.
8. A Customer may request Candidates to submit Content to the Customer through the Website and/or Services from outside of the UK or the European Economic Area (“EEA”) or the Customer itself may be an organisation located outside of the UK or EEA. The Customer and its Users may also download Content submitted to it by Candidates and acknowledges that once downloaded, the Customer becomes the Controller of any Personal Data of the Candidate made available in such Content and is responsible for ensuring that:
  1. it uses such Personal Data only for the purposes for which it is provided by the Candidate; and
  2. the use or transfer of such Personal Data is at all times in accordance with Data Protection Laws or applicable equivalent laws in the Customer’s jurisdiction.
Anti-bribery
1. For the purposes of this clause 12 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
2. Each party shall comply with applicable Bribery Laws including ensuring that it has in place appropriate adequate procedures and policies to prevent bribery and use all reasonable endeavours to ensure that:
  1. all of that party’s personnel;
  2. all others associated with that party; and
  3. all of that party’s sub-contractors,

Involved in performing the Contract so comply.

Without limitation to clause 12.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure such bribes or payments are not made or received directly or indirectly on its behalf.
Each party shall immediately notify the other as soon as it becomes aware of a breach of any requirements placed on it pursuant to this clause 12.
Any breach of this clause 12 by a party shall be deemed to be a material breach of the Contract that is not remediable and shall entitle the party not in default to terminate the Contract immediately by written notice under clause 15.5.
Anti-slavery
1. Each party confirms and agrees that:
  1. neither it nor any of its officers, employees, agents or subcontractors has:
    1. committed an offence under the Modern Slavery Act 2015 (an “MSA Offence”);
    2. been notified that it is subject to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
    3. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
  2. it shall comply with the Modern Slavery Act and the Modern Slavery Policy; and
  3. it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees agents or subcontractors, which will be made available to the other party on request at any time throughout the Contract.
2. Each party shall notify the other immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of its obligations under clause 13.1. Such notice will set out full details of the circumstances concerning the breach or potential breach of its obligations.
3. Any breach of this clause 13 by a party shall be deemed to be a material breach of the Contract that is not remediable and shall entitle the party not in default to terminate the Contract immediately by written notice under clause 15.5.
Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 14 days, either party may terminate the Contract by written notice to the other party. If the Customer has paid the Price for any Services which are unable to be provided by the Supplier by reason of Force Majeure, the Customer can receive a pro-rata refund of the Price paid for which the relevant Services were unable to be provided during the period of Force Majeure.

Termination
1. Either party may terminate the provision of Services at any time by giving notice in writing (which shall include email) to the other party, unless otherwise specified in the Order. Notwithstanding termination, the Customer shall have access to the Services and shall remain bound by these Conditions during the remainder of their Initial Term or current Renewal Term to the extent the Price for the same has already been paid for in full.
2. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
3. In the event of termination, there shall be no fees refunded to the Customer.
4. If, at the end of the Initial Term, no written notice of termination has been provided by either party and no separate renewal agreement has been entered into, the Contract will automatically renew for further periods commensurate with the Initial Term with the same Package (each a “Renewal Term”). In this event, any of the Services will be billed in accordance with the Customer’s original subscription to the Services on a pro-rata basis at the Supplier’s then-current Price rate for each Renewal Term, until notice of termination is provided or a renewal agreement entered into.
5. A breach of:
  1. clause 3.12.2 by the Customer;
  2. clause 11 by either party;
  3. clause 12 by either party; or
  4. clause 13 by either party,

shall be deemed a material breach of the Contract which shall entitle the party not in breach to terminate the Contract and the Services immediately upon written notice to the other party. Such termination shall be without prejudice to any accrued liabilities of either party.

Notices
1. Any notice given by a party under these Conditions shall:
  1. be in writing and in English;
  2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
  3. be sent to the relevant party using the address and contact details set out in the Contract.
2. Notices may be given, and are deemed received:
  1. by hand: on receipt of a signature at the time of delivery;
  2. by Royal Mail first class post: at 9.00 am on the second Business Day after posting;
  3. by international signed for post: at 9.00am on the fourth Business Day after posting;
  4. by email: on receipt of a delivery receipt email from the correct address.
3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:
  1. on the date specified in the notice as being the date of such change; or
  2. if no date is so specified, five Business Days after the notice is deemed to be received.
4. All references to time are to the local time at the place of deemed receipt.
5. This clause does not apply to notices given in legal proceedings or arbitration.
Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

Entire agreement
1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
Variation
1. The Supplier may change these Conditions, the Acceptable Use Policy and/or the Terms and Conditions of Use by notifying the Customer of any intended changes and posting the revised version on the Website at least 14 days before they become effective. Please check the Website from time to time. The Customer will be bound by the revised terms and conditions if they continue to use the Website or the Services following the effective date shown.
Assignment
1. Subject to clause 21.2, neither party may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed.
2. The Supplier may assign, delegate, subcontract, transfer, novate, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the Customer’s consent to any person to which it transfers all or part of its business.
Set off
1. The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.
2. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

Severance
1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Waiver
1. No failure, delay or omission by the either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by either party shall prevent any future exercise of it or the exercise of any other right, power or remedy by the party so entitled to exercise such power, right or remedy.
Compliance with law

Each party shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

Third party rights

These Conditions do not create or confer any rights in favour of third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce or otherwise invoke any provision of these Conditions.

Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its 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.

Jurisdiction

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Appendix 1

Data Processing Addendum

Definitions

All capitalised words and expressions used in this Data Processing Addendum have the meaning given to them in the Conditions, and the same rules of interpretation apply.

Customer’s compliance with Data Protection Laws

The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in this Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

Supplier’s compliance with Data Protection Laws

The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

Instructions
1. The Supplier shall only process (and shall ensure its employees, officers, subcontractors and other representatives only process) the Protected Data in accordance with the Contract and this Data Processing Addendum.
2. If the Supplier believes that any instruction received by it from the Customer is likely to infringe applicable Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing. The charges for the Services payable to the Supplier shall not be discounted or set-off as a result of any delay or non-performance of any obligation under the Contract required in accordance with this paragraph 4.2.
Sub-processing and personnel
1. The Supplier shall not engage any Sub-Processor to process personal data other than with the prior specific or general written authorisation of the Customer. As at the date of the Contract, the Customer hereby authorises the Supplier to engage those Sub-Processors set out at clause 5.2 below.
2. The Customer authorises the appointment of the Sub-Processors listed at https://support.willo.video/article/110-platform-subprocessors to undertake the processing activities listed at the same URL.
3. The Customer grants its general authorisation for the appointment of additional Sub-processors to those listed at clause 5.1, provided that:
  1. the Supplier gives notice to the Customer of the proposed Sub-Processor’s appointment no less than 14 days before the appointment takes effect (the “Objection Period”);
  2. the Supplier provides in such notice the proposed Sub-Processor’s location, the activities to be undertaken by such Sub-Processor, the identity and the contact details of the proposed Sub-Processor; and
  3. the Customer is given the opportunity to object to the appointment of the replacement Sub-Processor prior to the appointment taking effect,

and if the Customer does not give notice of its objection to the proposed appointment prior to the expiry of the Objection Period and the Supplier has complied with its obligations under this Data Processing Addendum, it shall be permitted to engage such Sub-Processor.

Prior to permitting any Sub-Processor to process any Protected Data, the Supplier shall ensure this is in place a binding written contract with the Sub-Processor that:
1. meets the requirements of Data Protection Laws;
2. contains enforceable obligations on equivalent terms (as applicable to the relevant processing activities being undertaken by the relevant Sub-Processor) as apply to the Supplier under this Data Processing Addendum.
Data processing details
1. Processing of the Protected Data by the Supplier shall be for the subject matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this paragraph 5.

Subject matter of processing:

The subject matter of processing is the Protected Data processed by the Supplier in connection with the performance of the Services under the Contract and the administration of the Contract.

Duration of the processing:

The Supplier shall process the Protected Data for as long as is necessary to provide the Customer with the Services under the Contract.

Nature and purpose of the processing:

The Supplier will collect and store Protected Data provided by the Customer and its Users for the purposes of providing the Services under the Contract and for the administration of the Contract.

Type of Personal Data:

The following personal information will be processed by the Supplier in connection with the Contract and the Service:
- a User’s name, IP address, email address and account login credentials;
- a Candidate’s name, IP address, email address and account login credentials;
- in respect of key contact for the purposes of management of the Contract, name, email address, account login details, phone number.

Categories of Data Subjects:

Personal data is collected from the following categories of data subjects:

employees, subcontractors, officers and representatives of the Customer making use of the Services;
Users of the Website and the Services.