Subscription Terms

​Wilford Subscription Terms

 
Welcome to Wilford, an online service to help fill appointment gaps and provide a powerful branded mobile communication channel with the capability to integrate with existing platforms such as booking systems. These terms and conditions of use (“Terms”) explain our obligations as a service provider obligations of the Subscription Payer or Invited Organisation as a customer.
Please read these Terms carefully before using the Services. In particular, your attention is drawn to Сlause 9 (Limitation of Liability).
By registering to use or purchasing Core Services and Optional Services and ticking that You accept these Terms, You acknowledge, for yourself and on behalf of the Subscription Payer or Invited Organisation (as applicable), that You have read and understood these Terms and have the authority to act on behalf of the Subscription Payer or Invited Organisation on whose behalf You are using the Services and that You and the Subscription Payer, or You and the Invited Organisation, (as applicable) are bound by these Terms when using or accessing the Services. You warrant that You are not accepting these Terms as a consumer. You should print a copy of these Terms for your records.
Wilford reserves the right to change these Terms at any time. You should check back regularly to see if they have changed as they will be effective from the next time that You access the Services and Your continued use of the Services shall indicate Your acceptance of any change. Wilford will make every effort to communicate these changes to You via email or notification via the Website (defined below).
 

1.  Interpretation

The following definitions and rules of interpretation apply in these Terms.

1.1  Definitions:

Invited Organisation:	any entity other than the Subscription Payer that uses the Services with the authorisation of the Subscription Payer and whose use is connected to the Subscription Payer's account from time to time.
Billing Period:	the payment frequency of either 30 days, 12 months or 24 months (if available for the subscription type selected by the Subscription Payer) as selected by the Subscription Payer upon registration or as otherwise set out in any Addendum Agreement, or as otherwise agreed in writing between Wilford and You.
Confidential Information:	includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including information about business, customers, finances, revenue and technical information.
Core Services:	the core applicable online services made available (as may be changed or updated from time to time) via the Website as more particularly described on the Website and of the subscription type selected by the Subscription Payer.
Data:	any data inputted by You or any user of the Services (including clients or potential clients of the Subscription Payer or Invited Organisation).
Wilford:	Gapide Limited incorporated and registered in England and Wales with company number 07461354 whose registered office is at St John’s Court, Wiltell Road, Lichfield, Staffordshire, WS14 9DS.
IPR:	any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Subscription Payer:	the entity which has registered an account with Wilford and whose billing information is provided to Wilford upon registration (where such billing information is required for the subscription type selected).
Optional Services:	any other services (incidental to the Core Services) offered by Wilford from time to time on the Website which may include design and content services, messaging services and Third Party Services.
Other Fees:	any applicable one off charges and/or recurring fees for Optional Services set out in the fee schedule on the Website (which Wilford may change from time to time) or as otherwise agreed between the parties in writing.
Services:	the Core Services and the Optional Services.
Subscription Fee:	the applicable recurring fee (and any related one-off fee) for a Billing Period as set out in the fee schedule on the Website (which Wilford may change from time to time) or as otherwise agreed between the parties in writing for the Core Services.
Terms:	these terms and conditions of use.
Third Party  Services:	software, applications, functionality, integrations or other services offered by third parties which integrate with or make use of the Services and are available on the Website from time to time.
User:	any user of the Services who is given access by the Subscription Payer (but not including any user who is given access by an Invited Organisation).
Website:	the internet site at the domain www.wilfordbooking.com and all its subdomains.
You or Your:	the individual using the Service whether on behalf of the Subscription Payer or an Invited Organisation.
Addendum Agreement:	an agreement entitled Addendum Agreement signed by Wilford and You entitled “Addendum Agreement” which supplements or varies or supplements these Terms.

 

1.2  Clause headings shall not affect the interpretation of these Terms.  A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.3  A reference to: (a) a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; and (b) a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. 

1.4  Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to one gender shall include a reference to the other gender; and (c) the words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

1.5  In the event of any inconsistency between these Terms and any Addendum Agreement, the provisions of the Addendum Agreement will apply.

 

2.  wilford's Services

2.1  Wilford shall provide the Services to the Subscription Payer and Invited Organisations in accordance with these Terms. Wilford shall provide the Services with reasonable care and skill and in accordance with applicable law.

2.2  Subject to payment of the Subscription Fee, Wilford grants You the right to access and use the Services via the Website with the particular user roles available to You according to Your subscription type of the Services. This right is non-exclusive, non-transferable, limited by and subject to these Terms.

2.3  Wilford may offer You access to Optional Services. The Optional Services may be added to, removed and/or changed by Wilford at its sole discretion. You may order Optional Services through the Website from time to time. Orders for Optional Services may be subject to additional terms and conditions in addition to these Terms.

2.4  The Subscription Payer:

(a)  shall determine which Users may access and use the Services (subject always to compliance with these Terms) and the level of access granted from time to time;

 and

(b)  dependent on the level of access of the Subscription Payer, may give access to the Services through its account to Invited Organisations (subject to requiring Invited Organisations to comply with these Terms) and shall determine in its sole discretion the level of access granted to each Invited Organisation from time to time. Where any Invited Organisation becomes a Subscription Payer, Wilford may remove all Data and any configuration of the Services relevant to that Invited Organisation from the Subscription Payer's account.

3.  Your Obligations

3.1  Payment Obligations

(a)  The Subscription Payer shall pay:

(i)    Subscription Fees for itself (if any) and for any Invited Organisations; and

(ii)  Other Fees for Optional Services ordered by its Users.

(b)  The Invited Organisation shall pay for Other Fees for Optional Services ordered by individual users to whom it has granted access to the Core Services.

(c)  Wilford shall issue invoices:

(i)  for the Subscription Fee for each Billing Period in advance starting from the date the Subscription Payer accepted these Terms; and

(ii)  for Other Fees monthly in arrears.

(d)  All payments are due within 10 days of the invoice date.

(e)  All amounts set out in these Terms and on the Website are exclusive of VAT or any other applicable taxes.

 

3.2  Access Conditions

(a)  You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Wilford of any unauthorised use of Your passwords or any other breach of security. You must take all other actions that Wilford reasonably deems necessary to maintain or enhance the security of Wilford's computing systems and networks and Your access to the Services.

(b)  As a condition of these Terms, when accessing and using the Services, You must:

(i)  not attempt to undermine the security or integrity of Wilford's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;

(ii)  not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

(iii)  not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

(iv)  not transmit, or input into the Services or Website, any files or Data that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

(v)  not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation and other than as permitted by law.

(c)  The Subscription Payer or Invited Organisation (as applicable) acknowledges that You are authorised to use the Services and the Website and to access, provide and disclose the information and Data that You input into the Service. The Subscription Payer or Invited Organisation (as applicable) is also authorised to provide and disclose information and Data to Wilford and has obtained all necessary consents to disclose such data to Wilford in connection with the Services.

 

3.3  Usage Limitations

(a)  You must only use the Services for the Subscription Payer's or Invited Organisation's own lawful business purposes, in accordance with these Terms.

(b)  Use of the Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls permitted against Wilford’s application programming interface. Any such limitations will be advised to the Subscription Payer in writing.

 

(c)  Some configuration or content updates can only be made by Wilford due to technical limitations and third party consents, such as app-store approvals and may incur additional charges. Wilford shall advise the Subscription Payer or Invited Organisation (as applicable) of the costs prior to undertaking any such change.

3.4  Communication Conditions

(a)  As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for the Subscription Payer's and Invited Organisations' legitimate purposes and in accordance with the law. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including offers of goods or services for sale unrelated to the core business of the Subscription Payer or Invited Organisation or for unsolicited e-mail.

(b)  When You make any communication on the Website, You represent that You are permitted to make such communication. Wilford is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. You must exercise caution when using the communication tools available on the Website.  

(c)  Wilford reserves the right to remove any communication or any material held within the Services at any time in its sole discretion.

3.5  General Obligations

The Subscription Payer and Invited Organisation shall in a timely and efficient manner:

(a)  follow all reasonable instructions of Wilford from time to time and provide all necessary co-operation to Wilford in connection with the Services;

(b)  provide Wilford with all reasonable and necessary access to such information as may be required by Wilford in order to provide the Services, including but not limited to Data, security access information and integration and configuration services;

(c)  obtain and shall maintain all necessary licences, consents, and permissions necessary for Wilford, its contractors and agents to perform their obligations under these Terms, including in particular to ensure that the Subscription Payer or Invited Organisation (or its contractors and service providers) has the consent of any individual whose information is entered into or processed by the Services to use such information in connection with the Services and for Wilford, its contractors and agents to process such information; and

(d)  be solely responsible for procuring and maintaining its network connections or telecommunications links for accessing the Website and Services.

3.6  Indemnity

(a)  The Subscription Payer indemnifies Wilford against all claims, costs, expenses, damage and loss arising from its Users' breach of any of these Terms or any losses suffered by Wilford as a result of the Subscription Payer's Users' use of the Services, including any costs relating to the recovery of any fees that are due but have not been paid by the Subscription Payer.

(b)  The Invited Organisation indemnifies Wilford against all claims, costs, expenses, damage and loss arising from its users' breach of any of these Terms or any losses suffered by Wilford as a result of such users' use of the Services, including any costs relating to the recovery of any fees that are due but have not been paid by the Invited Organisation.

 

4.  Technical Support and Service Availability

4.1  Technical Problems

(a)  In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Wilford. If You still need technical help, please check the support provided online by Wilford on the Website or failing that email support@wilford.ai.

4.2  Services Availability

(a)  Whilst Wilford intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable in order to permit scheduled or emergency maintenance or other development activity.

(b)  If for any reason Wilford has to interrupt the Services for longer periods than Wilford would normally expect, Wilford will use reasonable endeavours to publish in advance details of such activity on the Website.

4.3  Integration

(a)  If offered as part of the subscription level of the Services selected and requested by the Subscription Payer, Wilford shall use reasonable endeavours to integrate the Services with the systems and software operated by the Subscription Payer or Invited Organisation within a reasonable time. Wilford does not guarantee that the Service is capable of integration with any other systems or software or the time for delivery of any integration as this may be subject to access to Data and the relevant systems being granted by the Subscription Payer or third party actions and controls.

(b)  If any systems or software with which the Services are integrated changes following commencement of the Services, an additional charge may be payable by the Subscription Payer or Invited Organisation for re-integration with the Services.

 

 

5.  Confidentiality

5.1  Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, use, disclose or make any Confidential Information available to any person, other than as contemplated by these Terms.

5.2  Each party's obligations under this Clause 5 will survive termination of these Terms.

5.3  The provisions of Clause 5.1 shall not apply to any information which:

(i)  is or becomes public knowledge other than by a breach of this clause;

(ii)  is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(iii)  is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

(iv)  is independently developed without access to the Confidential Information.

6.  Privacy Policy and cookies

6.1  Wilford maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at https://wilfordbooking.com/legal and You will be taken to have accepted that policy when You accept these Terms.

6.2  Wilford uses cookies in order to provide the Services. Wilford will provide the necessary information to the Subscription Payer and Invited Organisation. The Subscription Payer and Invited Organisation shall display to their users and clients (or potential clients) such notices, policies and obtain any consents as required by applicable law.

6.3  The Subscription Payer and Invited Organisation is responsible for compliance with any privacy and data protection legislation relevant to use of the Services with its clients.

 

7.  IPR and Data

7.1  General

(a)  Title to, and all IPRs in the Services, the Website and any documentation relating to the Services remain the property of Wilford (or its licensors).

(b)  Except as expressly in these Terms, no rights to, or in, any IPR in respect of the Services, the Website and any documentation is granted to You, the Subscription Payer or any Invited Organisation. 

7.2  Ownership of Data

(a)  Title to, and all IPR in, the Data remain the property of the Subscription Payer or Invited Organisation. The Subscription Payer or Invited Organisation (as applicable) grants Wilford a licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling users to access and use the Services and for any other purpose related to provision of Services.

(b)  Subject always to Clause 7.2(a), Wilford may use aggregated, anonymised data about use of the Services in order to improve the Services, make business decisions and assist users and clients or potential clients of the Subscription Payer or Invited Organisation in use of the Services. Such aggregated, anonymised data will never reveal the identity of the Subscription Payer, any user, Invited Organisation, You or any client (or potential client) of the Subscription Payer or an Invited Organisation.

7.3  Third Party Services and Data

If You order Third Party Services for use in conjunction with the Services, You acknowledge that Wilford may allow the providers of those Third Party Services to access Data as required for the interoperation of such Third Party Services with the Services. Wilford shall not be responsible for any disclosure, modification or deletion of Data resulting from any such access by providers of Third Party Services.

7.4  Subscription Payer or Invited Organisation IPR

(a)  The Subscription Payer or Invited Organisation (as applicable) grants Wilford a limited, revocable licence to display and use to the extent necessary to provide the Services the Subscription Payer's or Invited Organisation's logo, trademark, business name or any other IPR owned by or licensed to the Subscription Payer or Invited Organisation (as applicable).

(b)  The Subscription Payer and Invited Organisation warrant that any Data, information, graphics, images, logos or other materials provided by the relevant entity to Wilford do not infringe the IPR or other rights of any third party.

8.  disclaimers

8.1  The provision of, access to, and use of, the Services is on an "as is" basis.

8.2  It is the Subscription Payer's sole responsibility to determine that the Services meet the needs of its business and that of Invited Organisations and are suitable for the purposes for which they are used.

8.3  The Subscription Payer or Invited Organisation is responsible for its own users' use of the Service and for ensuring that such use is compliant with applicable law. It is the Subscription Payer's or Invited Organisation's responsibility to check that storage of and access to Data via the Services and the Website will comply with applicable laws (including any laws requiring retention of records, and any data protection legislation).

8.4  Wilford does not warrant or guarantee that the Services will always be available or that any particular results or outcomes will be achieved through use of the Services.

8.5  Wilford does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Wilford is not in any way responsible for any such interference or prevention of Your access or use of the Services.

8.6  Wilford uses industry standard security processes and procedures to protect the Services against viruses, worms, Trojan horses, malware and other disabling devices but Wilford cannot guarantee that the Services will be free from the same or totally secure.

8.7  The Subscription Payer or Invited Organisation is responsible for the accuracy, completeness and integrity of any Data contained within the Service and for information provided by the Subscription Payer or Invited Organisation in order for Wilford to provide the Services. Wilford shall have no liability for any damage caused by errors or omissions in any Data, information, instructions or scripts provided to Wilford by the Subscription Payer or Invited Organisation in connection with the Services, or any actions taken by Wilford at the Subscription Payer's or Invited Organisation's direction.

8.8  Wilford does not make any representations or warranties regarding the Third Party Services relating to their suitability, fitness for purpose, operation, integration with the Services or otherwise. Wilford does not recommend use of any Third Party Services. Use of Third Party Services is at the Subscription Payer's or Invited Organisation's own risk. Other terms and conditions may relate to the Third Party Services and You should read these before using a Third Party Service. Any contract entered into and any transaction completed via any third-party website or through Third Party Services is between You and the relevant third party, and not Wilford. 

8.9  Except as set out in these Terms, Wilford gives no warranty about the Services. Without limiting the foregoing, Wilford does not warrant that the Services will meet the Subscription Payer's or any Invited Organisation's requirements or that it will be suitable for any particular purpose.

8.10  All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of satisfactory quality, fitness for purpose, title and non-infringement.

9.  Limitation of Liability

9.1  This Clause 9 sets out the entire financial liability of Wilford (including any liability for the acts or omissions of its employees, agents and sub-contractors) under or in connection with these Terms and in respect of: (a) any breach of these Terms; (b) any use made by the Subscription Payer, Invited Organisations and all users of the Services; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

9.2  Nothing in these Terms excludes Wilford’s liability: (a) for death or personal injury caused by Wilford’s negligence; or (b) for fraud or fraudulent misrepresentation.

9.3  Subject to Clause 9.2, Wilford shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, corruption of data or information, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.

9.4  Subject to Clauses 9.2 and 9.3, Wilford’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms for all claims arising in each 12 month period shall be limited to the total Subscription Fees paid during the relevant 12 months period.

10.  Termination

10.1  No-Fault Termination

Where Wilford and You have agreed through an Addendum Agreement or otherwise in writing that the duration of the Services will be for a specific period, then these Terms shall continue, unless terminated earlier in accordance with these Terms (Termination), for the period agreed through an Addendum Agreement or otherwise in writing (Initial Term), and shall automatically extend for a further period of 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either Wilford or You may give written notice to the other party, not later than 2 months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. In all other cases, these Terms and the Services will continue unless and until terminated by either party in accordance with these Terms or until either party gives the other party at least 30 days' prior written notice to terminate these Terms at the end of the next Billing Period without payment of any compensation or damage due to such termination unless agreed otherwise in writing.

10.2  Breach

If the Subscription Payer, Invited Organisation or any user:

(a)  breaches any of these Terms (including, without limitation, by non-payment of any fees) and does not remedy the breach, if the breach is capable of being remedied, within 7 days after receiving notice of the breach;

(b)  breaches any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of fees that are more than 30 days overdue); or

(c)  becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction,

Wilford may take any or all of the following actions, at its sole discretion:

(i)  terminate these Terms and all or any users' use of the Services and the Website; or

(ii)  suspend for any definite or indefinite period of time, use of the Services and the Website by all or any users.

11.  Consequences of Termination

11.1  Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms the Subscription Payer and Invited Organisation will each:

(a)  remain liable for any accrued charges and amounts which become due for payment for Services performed before or after termination; and

(b)  shall procure that all users shall immediately cease to use the Services and the Website.

11.2  Clauses 3.1, 3.6 and 5 to 9 (inclusive), 11 and 12 survive the expiry or termination of these Terms.

11.3  Wilford will not provide any refund for any Subscription Fee or pre-paid Other Fees other than as set out in any money-back guarantee set out on the Website.

11.4  Where Wilford's agreement with a Subscription Payer terminates for any reason, Wilford's agreements with the Invited Organisations which have access to that Subscription Payer's account will also automatically terminate. Wilford will not be responsible to any Invited Organisations for such termination of these Terms.

 

12.  General

12.1  Rights and Remedies:  Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

12.2  Conflict: If there is an inconsistency between any of the provisions in these Terms and any relevant section of the Website, the provisions in these Terms shall prevail.

12.3  Entire Agreement: These Terms, and any documents or sections of the Website referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.  Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

12.4  Waiver and Variation: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

12.5  Events Beyond Our Reasonable Control: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control (including failure of the internet, and failure of sub-contractors and/or suppliers). This clause does not apply to any obligation to pay money.

12.6  No Assignment: You and the Subscription Payer or Invited Organisation (as applicable) may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

12.7  Rights of Third Parties: No person who is not a party to these Terms shall have the right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights granted or benefits enjoyed under these Terms.

12.8  Severability: If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12.9  Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Wilford must be sent to support@wilford.ai or to any other email address notified by email by Wilford. Notices to the Subscription Payer or Invited Organisation will be sent to the email address provided when registering the Subscription Payer's account or adding Invited Organisation's billing details.

12.10  No Partnership or Agency: Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.11  Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or the subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).