Willow360 Terms of Service
Update Notice: We updated the Willow360 Terms of Service effective April 1, 2023. For new users, these updates will apply immediately. For existing Willow360 users, these updates will apply beginning May 1, 2023. Your continued use of our Service automatically constitutes your acceptance of these updated Terms.
Thanks for using Willow360. Please read these Willow360 Terms of Service (the "Terms") carefully. They govern your access to and use of Willow360’s cloud-based automation services available at willow360.com after logging into your Willow360 Account (as defined below), Willow360 APIs and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Service").
Reseller in these Terms is the person from whom you buy the Service which is a company appointed as a reseller by Info Technology Supply Ltd ("Willow360" below). Info Technology Supply Ltd is a company incorporated in England and Wales which has produced the Service and has given Reseller rights to provide it to you on the basis that these Terms must be included in the contract between you and Reseller.
"You" or “Organisation” in these terms means the organisation, business or other legal entity which has bought a licence to use the Willow360 Service from a Reseller. You have a contract with the Reseller and Reseller is authorised by iTS to provide the Service to you. If Reseller has any other terms and conditions such as a fee you pay those will also have been given to you and with these Terms and those other terms together comprise the contract between you and Reseller.
You represent and warrant that the individual who has accepted the Terms to take the Service from Reseller (i) has full legal authority to bind the Organisation to these Terms; (ii) has read and understood these Terms; and (iii) agrees to these Terms on behalf of the Organisation. The Organisation is legally and financially responsible for access to and use of the Service as well as for the use of the Service account by others affiliated with the Organisation, including any employees, agents, or contractors. If a person is accessing the Service for personal use only (i.e., not in connection with any organisation, business, or other legal entity) as indicated by using a personal email to sign up for Willow360 Account, then all reference to “You” means the individual sole trader. As our Service is for business users Reseller does not accept orders from consumers.
1. Definitions
In addition to the definitions above, in these Terms the following terms have the following meanings:-
a. “Acceptable Use Policy” means the Willow360 Acceptable Use Policy which is incorporated into these Terms.
b.“Account Information” means information about your Willow360 account and information that you and your employees ("Users") provide to Willow360 and Reseller in connection with (1) the creation or administration of your Willow360 account, or (2) Willow360’s maintenance of your Willow360 account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
c. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
d. “DPA” means Willow360’s Data Processing Addendum for processing of Personal Information (as defined in the DPA).
e. “Documentation” means Willow360 provided user documentation relating to the Service found in our help pages, as may be updated by Willow360 from time to time.
f. “Early Access Release” means any alpha, beta, developmental, test, experimental, and/or early-access features of the Service.
g. “Feedback” means all suggestions, enhancement requests, recommendations, or other feedback regarding the Service or any Early Access Release.
h. “Fees” means the fees applicable to your use of the Service in accordance with the applicable package as set forth in our pricing notice included in the Service or on the Site.
i. “Subscription Term” means the period during which you have agreed with Reseller to subscribe to the Service.
j. “Third Party Login” means your login credentials from a supported third party site or product which are integrated to allow you to access your Willow360 Account.
k. “Third Party Services” means any third party service, connection, site, platform, application, software, or integration that interoperates with the Service as further described in clause 8.
l. “Usage Information” means information and data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third Party Services integrations and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your Willow360 Account, and analytics and statistical data derived therefrom.
m. “User Content” means any data, information or material originated by you that you transmit through the Service to your Willow360 Account.
n. “Willow360 Account” means the account on the Service you register and open in order to access and use the Service.
o. “Reseller” means an organisation that is approved by ITS to resell Willow360 Services to you. You have bought the Service from Reseller.
2. Willow360 Account Registration
a. Account Registration and Use Licence: In order to access and use the Service, you must register for a Willow360 Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a Willow360 Account and subject to these Terms, Reseller (as authorised by Willow360) hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and licence to use the Service during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.
b. Eligibility: In order to open and maintain a Willow360 Account, you hereby represent, warrant and covenant that you have the legal capacity to enter into contracts under the law of the jurisdiction in which you reside and no other contractual obligation restricts you from enter into the agreement with Reseller and opening a Willow360 Account.
c. Credentials: To set up and use your Willow360 Account, you through your employees may either (i) create a user ID and password to access your account; or (ii) use Third Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your Willow360 Account credentials. You agree immediately to notify Willow360 of any suspected or actual unauthorised use of your Willow360 Account. You agree that you are responsible and liable for all uses of the Service under your Willow360 Account, including without limitation, compliance with all applicable laws and regulations and third-party terms including terms you may have agreed with Reseller. You further agree that Reseller and Willow360 will not be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Willow360 Account or your Third Party Login credentials. You must ensure that all your employees who use the Willow360 Account are informed of these requirements and the other terms and conditions of these Terms.
3. Fees; Term and Termination
a. Fees: Some Service features may only be accessed and used after payment of applicable Fees. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES NOR INDEMNITIES. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are solely responsible for payment of all such taxes, levies, or duties.
b. Subscription Term and Auto-Renewal: Your Subscription Term begins when the licence is generated for your Willow360 Account and is the billing cycle that you selected for your Willow360 Account. UNLESS YOU DOWNGRADE OR TERMINATE YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service continuing to be offered and subject to Reseller continuing to be a reseller of Willow360 for the Service.
c. Upgrading and Downgrading: Any changes in your Service usage that result in any new, increase or decrease in Fees as specified in our current pricing policy available in the Service or on the Site, will be charged at the next billing cycle. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your Willow360 Account and that Reseller and Willow360 do not accept any liability for such loss.
d. Credits: Credits are non-transferable and non-refundable except as described in clause 3(f) below (Termination and Suspension) . Credits have no monetary value. A credit’s service value is at the discretion of Willow360.
e. Termination by You: You may terminate any paid plan under your Willow360 Account by contacting the Reseller as shown in the service Organisation settings. Unless you are on a Willow360 trial, Reseller will continue to bill you for the Fees and you shall continue to be responsible for such Fees until your termination has been confirmed by use. The following do not constitute termination of a paid plan under or termination of your Willow360 Account: (i) revoking or suspending any form of payment put on record with us to pay your Willow360 Account Fees; or (ii) any termination confirmation from a party other than official Reseller. If you terminate your paid plan or terminate your Willow360 Account before the end of your current Subscription Term, your termination will take effect immediately. There is no refund for remaining time or credits if you terminate or downgrade during a Subscription Term.
f. Termination and Suspension by us: We reserve the right to terminate or suspend your Willow360 Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your Willow360 Account without cause, we will refund a prorated portion of your licence fee and credit balance. We will not refund or reimburse you if we terminate your Willow360 Account for cause, including (without limitation) for a violation of these Terms or the Acceptable Use Policy.
g. Effect of Termination and Continuance: Once you terminate your Willow360 Account, your User Content and Willow360 Account will be deleted. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including those clauses where this is explicitly so stated and without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
4. Your Use of the Service and Restrictions
a. Account and Use of Service: You may use your Willow360 Account and the Service only (i) for lawful business purposes; and (ii) in accordance with these Terms.
b. Prohibited Use: You shall not use or access the Service in violation of the Acceptable Use Policy. In addition, you agree not to, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, or algorithms of the Service except to the extent required by applicable law; (ii) modify, translate, or create derivative works based on the Service, or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iii) use or access the Service to build or support, and/or assist any third party in building or supporting, products, or services competitive to Reseller or Willow360; (iv) remove any proprietary notices or labels from the Service; or (v) otherwise use the Service outside the scope of the rights expressly granted herein. You agree to use the Service only for your own internal business operations and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sublicense, white label or assign the Service or use the Service for the operation of a service bureau or time-sharing service.
c. Your Use of The Service to Send Communications: You acknowledge that (i) you are exclusively responsible for the timing, content, and distribution of any electronic communications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all electronic communications made or initiated in connection with your use of the Service comply with all applicable laws and regulations before you make or initiate any electronic communication through the Service.
d. Export Controls: You hereby represent, warrant, and covenant that (i) you understand and acknowledge that components of the Service may be subject to export, re-export and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable laws including export control legislation; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United Kingdom currently has sanctions.
e. Location of the Service. Willow360 operates or controls the operation of the Service from a cloud service located in the European Union. In addition, the Service and User Content may be accessed, mirrored and/or managed from various locations outside the UK and the European Union.
f. Early Access Program: From time to time, Reseller/Willow360 may, in its sole and exclusive discretion, allow you to access and use certain Early Access Releases, with your consent. In consideration of receiving access to an Early Access Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to Reseller/Willow360 regarding such Early Access Release shall be deemed "Feedback" under clause 7(b) below; (ii) information regarding an Early Access Release shared with you or generated from that Early Access Release, including without limitation, images or recordings of them constitutes Willow360’s (or as the case may be Reseller's)Confidential Information under clause 11 below; (iii) Early Access Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Reseller and Willow360 may, in its sole and exclusive discretion, terminate or discontinue any Early Access Release and/or your specific access to such Early Access Release with or without advance notice; and (v) your participation in using any Early Access Release is solely at your own risk and that no other party, including without limitation, Reseller and Willow360, shall have any liability to you in connection with or otherwise related to your use of Early Access Releases. Early Access Releases are made available on an "as is" basis, without warranty, representation, or indemnification of any kind, express or implied, and subclauses 9(a) and 9(d) below do not apply to Early Access Release.
5. Our Security and Data Privacy Practices
a. Data Privacy: Willow360’s Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.
b. Data Processing Addendum: To the extent that Willow360 processes any Personal Information (as defined in the DPA) contained in User Content subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing.
c. Security: Reseller confirms Willow360 has implemented and maintains physical, technical and administrative security measures designed to protect the Service and User Content from unauthorised access, destruction, use, modification or disclosure, but makes no warranty that unauthorised hacking or access might occur. You are advised to keep copies of all your information and data.
d. Willow360 Extended Team: The Willow360 extended team, which includes employees, employees of our Affiliates and our individual contractors may assist Reseller and Willow360 in exercising our rights and performing obligations under these Terms. The Willow360 extended team does not include any Third Party Services as further described in clause 7) or their employees or contractors. Willow360 will be responsible for the Willow360 extended team’s compliance with obligations under these Terms.
6. Terms that Apply to Your Data
a. Your Data: You retain ownership of your User Content, including User Content from your accounts with Third Party Services that passes through the Service. By transmitting User Content through the Service, you hereby grant Reseller and Willow360 a worldwide, non-exclusive, and limited term licence to access, use, process, copy, store, distribute, perform, transmit, export and display User Content and to access your Willow360 Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Service and to provide technical support for the Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law. If your Willow360 Account has administrative users, you understand and agree that such users may be able to access, modify and/or delete (as applicable) your User Content, and other data contained in your Willow360 Account, as described in the Documentation.
b. Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of User Content, and any actions triggered by User Content. You represent and warrant that (i) you have obtained all necessary rights, releases, and permissions to transmit User Content through the Service and for any actions triggered by User Content on the Service and otherwise to use, process, and/or store User Content on the Service used or stored and (ii) User Content, and its transmission, processing, storage, and use as you authorise in these Terms or through your Willow360 Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third Party Service.
c. No Prohibited Sensitive Personal Data: You may not access nor use the Service to upload or transmit any Sensitive Personal Data. As used herein “Sensitive Personal Data” means data subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal information (e.g., government issued identification numbers, driving licence numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords, and security credentials). Reseller and Willow360 have no liability under these Terms for any loss of Sensitive Personal Data uploaded or transmitted in violation of the foregoing or loss arising from third parties accessing such Sensitive Personal Data.
d. Enforcement: We and Willow360 reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove or delete any User Content. Reseller and Willow360 will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your User Data immediately without notice. We and Willow360 have no liability to you for accepting, removing or deleting your User Content.
7. Proprietary Rights and Improving the Service
a. Willow360 Service: The Service is made available on a limited access basis and no ownership rights to intellectual property rights in the Service are being conveyed to you. We and our licensors including Willow360 have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained. You may only use the Service for the purposes intended and may not commercialise it or resell it in any way.
b. Feedback: Willow360 welcomes Feedback. If you provide Willow360 with any Feedback, you hereby grant to Willow360 a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate such Feedback and all intellectual property rights in such Feedback into the Service and/or other products, services or offerings without any obligation, royalty, or restriction based on intellectual property rights or otherwise. Reseller and Willow360 make no guarantee or representation as to whether any of your Feedback will be incorporated or otherwise used by them.
c. Improving the Service: Notwithstanding anything to the contrary set forth herein or otherwise, Reseller and Willow360 have the right (but not the obligation) to collect, analyse and use Usage Information. With respect to the rights above, Reseller and Willow360 may use Usage Information to improve and enhance the Service, develop new products and/or services and otherwise in connection with their businesses.
d. Trademarks: Reseller's name, Willow360, WillowSign, the Willow360 logo and all Willow360 product names are trademarks of their respective owners or third parties. Nothing in these Terms shall be construed as granting any licence or right to use any Reseller, Willow360 or third party trademark without the applicable prior written consent of Reseller, Willow360 or the owner of the third party trademark as the case may be. You hereby grant Reseller and Willow360 the right to identify you as a customer and to use your logos and/or trademarks for that purpose.
8. Third Party Services
a. The Service may contain links to and integrations with Third Party Services. Reseller and Willow360 provide such links to and integrations solely as a convenience, has no responsibility for the content or availability of such Third Party Services and do not endorse such Third Party Services (or any products or other services associated therewith). Access to any Third Party Services linked to the Service is at your own risk, and we are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third Party Services. Your use of any Third Party Services is subject to the terms applicable to such Third Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third Party Service.
b. You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third Party Service integration through your Willow360 Account may be shared with that Third Party Service. Willow360 and Reseller may also share your User Content with a specific Third Party Service which you linked to your Willow360 Account in order to prevent or resolve service, security, support, or technical issues related to that Third Party Service.
9. Service Warranty; Indemnification
a. Service Warranty: If you are a paying subscriber to the Service, Reseller warrants to you that we will provide the Service during the Subscription Term substantially as described in the Documentation under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we cannot reperform such deficient Service as warranted, you may terminate your Willow360 Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
b. Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND RESELLER AND WILLOW360 MAKE NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS INCLUDING WILLOW360, RESELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. RESELLER AND ITS LICENSORS INCLUDING WILLOW360 WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SERVICE. RESELLER AND WILLOW360 MAKE NO REPRESENTATION NOR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE, SERVICE WILL BE ERROR FREE NOR THAT ALL ERRORS WILL BE CORRECTED.
c. Your Indemnification Obligations: You hereby irrevocably agree to indemnify, defend, and hold Reseller, Willow360 and their affiliates, directors, officers, employee, and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including reasonable legal fees) arising out of or related to any claim arising from or related to (i) your breach of these Terms and/or (ii) your User Content.
d. Sole Rights and Obligations. Without affecting either party's termination rights, this clause 9 sets out your sole and exclusive remedy under these Terms in relation to any third party claim against you.
e. Excluded Claims and Continuance. No liability for Excluded Claims (defined in clause 10(b) below) is excluded or limited by this clause 9. The provisions of subclauses 9(b) - (d) shall continue in effect notwithstanding termination of the agreement in these Terms without limit as to time.
10. EXCLUSION AND LIMITATION OF LIABILITY
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), RESELLER AND WILLOW360 AND THEIR LICENSORS (AND IN THE CASE OF WILLOW360, ANY WILLOW360 EXTENDED TEAM) SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, , WHETHER SUCH DAMAGES ARISE IN CONTRACT OR IN TORT INCLUDING LIABILITY FOR NEGLIGENCE NOR FOR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO RESELLER DURING YOUR CURRENT PLAN TERM.
b. "Excluded Claims" means (i) any amounts owed by you by way of Fees (ii) any claims that may not be capped or limited under applicable law including, without limitation, liability for death and personal injury caused by negligence and liability for fraud.
c. Continuance: The provisions of clause 10 above shall continue in effect notwithstanding termination of the agreement in these Terms without limit as to time.
11. Confidential Information
a. Confidential Information: Each party and Willow360 ("Disclosing Party") may disclose to the other party ("Receiving Party") in connection with the Service information about its business, data, information, contact details, products of a confidential nature, whether written or including anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information ("Confidential Information"). If material is labelled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
b. Protection and Use of Confidential Information: The Receiving Party will (i) keep the Confidential Information of the Disclosing Party strictly confidential and only use it for the purposes of the agreement between the Parties, save that Reseller may disclose it to Willow360 and each party shall take all reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors (and in the case of Reseller may pass it to Willow360 who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
d. Continuance: The obligations in this clause 11 shall continue without limit as to time.
12. Notices
a. Willow360 Notice to You: Reseller and Willow360 may provide you with notices through the Service portal or by electronic mail to your e-mail address on record in your Willow360 Account. You are responsible for ensuring that your contact information is both current and accurate in your Willow360 Account.
b. Your Notice to Reseller or Willow360: If you have a dispute with Reseller or Willow360, wish to provide a notice under these Terms or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Reseller care of Willow360 by registered (signed for) post or courier or by hand at:
Willow360 Legal
Info Technology Supply Ltd
2 Hobbs House, Bessborough Road, Harrow, HA1 3EX, UK
13. Modifications to Terms
We may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.
14. General
a. Force Majeure: Neither Reseller nor ITS/ Willow360 nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
b. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Where Reseller does so it shall ensure you are notified of the assignment of these Terms.
c. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
d. No Third Party Beneficiaries other than Willow360: These Terms are intended to be and are solely for the benefit of Reseller , Willow360 and you, and do not create any right in favour of any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Willow360 shall be entitled to enforce these terms and the rights of Reseller under these Terms against you.
e. Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with English law. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of an English court, and each party irrevocably consents to such jurisdiction and waives all objections to this venue.
f. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms including any additional contractual terms between you and Reseller, constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Reseller and Willow360 relating to the subject matter hereof.
