BUSINESS TERMS AND CONDITIONS
These Terms apply only to business clients acting in the course of business. They do not apply to consumers.
IMPORTANT COMMERCIAL NOTICE
The Client should read these Terms before issuing a Purchase Order. A Project Contract becomes legally binding when WIC issues a Sales Order Confirmation and Sales Order Number. From that point, the Client has no contractual cooling-off or cancellation period for the Project, except where these Terms expressly provide otherwise or where a right cannot lawfully be excluded.
1. DEFINITIONS
1.1 In these Terms, the following expressions have the meanings set out below.
Business Day means a day other than Saturday, Sunday or a public or bank holiday in England.
Business Hours means WIC’s published working hours from time to time.
Client means the legal entity identified in the Quotation, Purchase Order and Sales Order Confirmation.
Confidential Information means commercial, financial, operational, technical, strategic, personal or proprietary information disclosed by or on behalf of either party, whether in writing, orally, visually or electronically.
Contract means each separate legally binding agreement formed under Clause 6.
Contract Fee means the fees and charges stated in the Sales Order Confirmation.
Credit Account means an account to which WIC has granted a discretionary credit facility and Credit Limit.
Credit Limit means the maximum unpaid exposure authorised by WIC for a Credit Account.
Deliverables means the completed Operational System, files, documentation, instructions and other materials expressly identified in the Sales Order Confirmation as being supplied to the Client.
Defect means a reproducible failure of a Deliverable to perform a feature expressly stated in the Sales Order Confirmation to the degree in which it performed when originally delivered by WIC. A new preference, enhancement, feature, integration, use case or expanded requirement is not a Defect.
Incentive means any discretionary discount, credit, fee reduction, additional service or other commercial benefit offered by WIC in writing.
Operational System means a bespoke process, workflow, management system, reporting system, dashboard, application, automation, document set, operational framework or other business solution designed or supplied by WIC.
Pro Forma Account means the standard Client account under which cleared payment is required before WIC commences work.
Proof of Delivery or POD means WIC’s document recording delivery of the Deliverables and the commencement of the Testing Period.
Purchase Order or PO means the Client’s formal written order, issued on its company letterhead or through its authorised purchasing system, accepting a specific Quotation and containing a unique PO number or reference.
Quotation means WIC’s written commercial offer describing the proposed scope, Deliverables, Contract Fee, payment structure and anticipated Completion Date.
Sales Order Confirmation means WIC’s written acceptance of a valid PO, containing WIC’s unique Sales Order Number.
Services means the design, development, implementation, delivery, consultancy, training, support or associated services described in the Sales Order Confirmation.
Testing Period means seven Business Days beginning on the Business Day after the Client signs or otherwise acknowledges the POD.
WIC means WEST INDUSTRIAL COMPANY LIMITED.
WIC Support Services means optional recurring support services purchased by the Client under a separate Sales Order Confirmation but governed by these Terms.
2. BASIS OF CONTRACT
2.1 These Terms govern every Contract under which WIC supplies Services or Deliverables to a Client.
2.2 The Client confirms that it is acting wholly in the course of business and not as a consumer.
2.3 Each accepted PO creates a separate Contract unless WIC expressly confirms otherwise in writing.
2.4 No employee, agent or representative may vary these Terms unless a Director of WIC agrees the variation in writing.
2.5 The Client warrants that each person issuing or approving a PO has authority to bind the Client.
2.6 WIC provides bespoke Operational Systems according to the Client’s stated requirements. WIC has no obligation to infer, assume or identify requirements not expressly communicated and included in the Sales Order Confirmation.
3. ORDER OF PRECEDENCE
3.1 If there is an inconsistency between contractual documents, the following order of precedence applies: (a) the Sales Order Confirmation; (b) the accepted PO, but only to the extent it accurately reflects WIC’s Quotation and does not introduce the Client’s standard terms; (c) the Quotation; and (d) these Terms.
3.2 Any Client purchasing terms, supplier terms or other standard conditions are excluded unless a Director of WIC expressly accepts them in writing.
3.3 Acknowledgement that the Client has received or reviewed WIC’s Terms shall not constitute WIC’s acceptance of the Client’s terms.
4. QUOTATIONS
4.1 A Quotation is an invitation to place an order and is not itself a Contract.
4.2 A Quotation remains valid for 30 days unless it states another validity period.
4.3 WIC may withdraw or amend a Quotation at any time before Contract formation.
4.4 The Client is responsible for checking that the Quotation contains every feature, requirement, Deliverable, dependency and outcome it intends to purchase.
4.5 Travel and other agreed expenses are included only where expressly stated in the Quotation. Any expense not included must be approved in writing before it is incurred.
5. PURCHASE ORDERS
5.1 Every Client must issue a PO before WIC will form a Contract.
5.2 The PO must: (a) identify the Client’s full legal name; (b) quote WIC’s Quotation number; (c) reproduce or clearly accept the scope and Contract Fee stated in the Quotation; (d) contain a current date; (e) contain a unique PO number or reference; and (f) be issued by an authorised representative.
5.3 WIC may reject a PO where it is inaccurate, incomplete, inconsistent with the Quotation, out of date, duplicates a previous PO number or reference, contains unauthorised terms, or otherwise fails WIC’s order review.
5.4 Receipt of a PO does not oblige WIC to accept it.
5.5 The Client bears full responsibility for the contents of its PO and for any order placed in error, without sufficient internal approval or beyond its original intention.
6. FORMATION OF CONTRACT
6.1 A Contract is formed only when WIC issues the Sales Order Confirmation and unique Sales Order Number.
6.2 No Contract is formed by a Quotation, PO, invoice, payment, discussion, commencement date proposal or other communication alone.
6.3 Once the Contract is formed, the Client has no contractual right to cancel the Project, no grace period and no cooling-off period.
6.4 Any attempted cancellation, repudiation, refusal to cooperate or internal change of decision by the Client does not remove its obligation to pay the Contract Fee, subject to WIC’s duty to mitigate losses and any rights that cannot lawfully be excluded.
6.5 WIC may elect to accept a requested cancellation or commercial settlement in writing, but is not obliged to do so and any concession creates no precedent.
7. CLIENT ACCOUNTS AND CREDIT
7.1 Every new Client will initially trade through a Pro Forma Account unless WIC approves a Credit Account.
7.2 A Client may apply for a Credit Account. Approval, the Credit Limit and payment terms are entirely at WIC’s discretion and may be subject to financial, identity, trade or credit checks.
7.3 WIC may decline an application without giving reasons.
7.4 WIC may review, reduce, suspend or withdraw credit on a dormant or inactive account. A former Credit Account holder may request a fresh review, but reinstatement is not guaranteed.
7.5 Where the value of a Contract exceeds the available Credit Limit, the excess is payable on Pro Forma Account terms before work begins. The remaining balance may be invoiced under the approved credit arrangement.
7.6 If WIC reasonably determines that a Client is no longer creditworthy, any amount exceeding the revised Credit Limit becomes payable on the next invoice date or immediately if WIC so specifies in writing.
7.7 Credit is a revocable commercial facility and does not constitute a commitment to finance any future order.
8. FEES, INVOICING AND PAYMENT
8.1 The Client shall pay the Contract Fee in accordance with the Sales Order Confirmation.
8.2 Pro Forma Account Clients must pay the full amount due in cleared funds before WIC commences work.
8.3 Credit Account Clients will be invoiced in the instalments and on the dates stated in the Sales Order Confirmation. Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
8.4 Where monthly instalments are used, they are a payment arrangement for the fixed Contract Fee and do not convert the Project into a cancellable monthly service.
8.5 Payment may be made by bank transfer or an approved Stripe payment link, or by another method accepted by WIC in writing.
8.6 All amounts are exclusive of VAT unless expressly stated otherwise. VAT will be charged where legally applicable.
8.7 The Client shall pay all amounts without set-off, deduction, counterclaim or withholding except where required by law.
8.8 WIC may correct an invoice containing a manifest administrative or calculation error.
9. LATE PAYMENT AND ACCOUNT STOP
9.1 If any amount is overdue, WIC may immediately place the Client’s account on stop and suspend all work under every active Contract without liability.
9.2 While an account is on stop, WIC may continue to issue Quotations but will not accept or process further POs or issue new Sales Order Confirmations.
9.3 Work will resume only after all overdue sums are received in cleared funds or WIC approves a written payment plan.
9.4 WIC reserves all rights under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest, fixed compensation and reasonable recovery costs where applicable.
9.5 The Client shall reimburse WIC for reasonable legal, debt collection, court and enforcement costs recoverable by law.
9.6 Suspension does not relieve the Client of its payment obligations and may extend the Completion Date by a reasonable period.
10. PROJECT SCOPE AND CHANGES
10.1 The scope of each Project is limited strictly to the features and Deliverables stated in the Sales Order Confirmation.
10.2 No feature may be added to an existing Sales Order after Contract formation.
10.3 Any new feature, additional technology, revised use case, expanded deployment, additional site, material redesign or other scope increase is a new enquiry requiring a new Quotation, new PO and new Sales Order Confirmation.
10.4 WIC may decline additional work or quote it at its prevailing rates.
10.5 The Client shall not treat omitted, unstated or later-developed requirements as Defects.
11. CLIENT OBLIGATIONS
11.1 The Client shall: (a) provide complete, accurate and timely specifications, information and data; (b) appoint suitable authorised contacts; (c) provide access to relevant personnel, premises, systems and materials; (d) make decisions and approvals promptly; (e) maintain all licences, hardware, software, connectivity and infrastructure required to operate the Deliverables; and (f) cooperate reasonably with WIC.
11.2 WIC will inform the Client of known material technology requirements before delivery, but the Client remains responsible for acquiring, maintaining and paying for the required technology and third-party licences.
11.3 The Client is responsible for the legality, integrity, accuracy, completeness and security of all data it supplies or enters.
11.4 WIC is not responsible for inaccurate outputs, reports, calculations or decisions caused by inaccurate, incomplete, corrupted, delayed or improperly entered Client data.
11.5 The Client shall maintain appropriate backups, cybersecurity, access controls and disaster recovery measures for its systems and data.
12. DELIVERY AND PROOF OF DELIVERY
12.1 WIC may supply Deliverables in any format or medium stated in the Sales Order Confirmation or otherwise agreed in writing.
12.2 Upon delivery, WIC will issue a POD. The Client shall sign or otherwise acknowledge the POD promptly to confirm receipt of the Deliverables.
12.3 Signing the POD confirms receipt, not necessarily final technical acceptance, and starts the Testing Period.
12.4 If the Client refuses or fails to acknowledge a POD despite receiving the Deliverables, WIC may provide written evidence of delivery, and the Testing Period will begin on the next Business Day after that evidence is sent.
13. TESTING, DEFECTS AND ACCEPTANCE
13.1 The Client shall test the Deliverables during the Testing Period.
13.2 Any alleged Defect must be reported in writing within the Testing Period with sufficient detail and evidence for WIC to reproduce it.
13.3 WIC will correct a valid Defect reported within the Testing Period without additional charge.
13.4 If no valid Defect is reported within the Testing Period, the Deliverables are deemed accepted and the Project automatically closes without any further acceptance certificate.
13.5 A request made after the Testing Period is not covered by the Project warranty and will require WIC Support Services or a new Quotation.
13.6 The Client may not reject the Deliverables for a minor or immaterial issue that does not substantially prevent the stated feature from operating.
13.7 The POD serves as both proof of delivery and the record from which acceptance is determined under this Clause.
14. COMPLETION DATE AND DELAY
14.1 The anticipated Completion Date will be agreed during the Quotation process and recorded in the Sales Order Confirmation.
14.2 For a Credit Account, the invoicing schedule may be divided across the agreed Project programme, but payment dates remain binding independently of the Client’s usage or internal progress.
14.3 WIC will use reasonable skill and care to meet the Completion Date.
14.4 WIC is not responsible for delay caused by the Client, inaccurate or late information, unavailable personnel, third-party suppliers, technology failure outside WIC’s control, Force Majeure or a new scope requirement.
14.5 Where WIC is responsible for a material delay, the parties shall first negotiate in good faith a reasonable extension or other commercial resolution.
14.6 If no reasonable resolution can be agreed, the Client may submit a written claim for a commercial remedy. WIC will assess the claim case by case and may grant a partial refund, credit against future Services, additional Services or another remedy proportionate to the severity and effect of the delay. A 100% refund is not guaranteed.
14.7 No delay remedy is available to the extent the Client caused or contributed to the delay.
15. WIC SUPPORT SERVICES
15.1 WIC Support Services are optional and are not included in a Project unless expressly stated in the Sales Order Confirmation.
15.2 WIC Support Services may include fault investigation, troubleshooting, guidance, minor amendments and remote assistance within the purchased service level.
15.3 WIC Support Services do not include new features, new technology, major redesigns, additional systems, additional sites, material integrations, substantial user expansion or work outside the supported Deliverables. Such work requires a new Project Contract.
15.4 A Client may purchase WIC Support Services immediately after a Project or at a later agreed date.
15.5 WIC may offer tiered service levels with different response targets, service quality, capacity, scope and fees. The applicable tier will be stated in the Sales Order Confirmation.
15.6 Any response period is a target for initial acknowledgement unless the Sales Order Confirmation expressly states that it is a guaranteed resolution time.
15.7 Support is provided during WIC’s published Business Hours unless the purchased tier expressly provides otherwise.
15.8 Repeated, excessive or concentrated requests may exceed reasonable usage. WIC may require the Client to book a consultation and may quote additional work or a higher support tier.
15.9 WIC Support Services are paid for availability and access to support. Fees remain due whether or not the Client uses the service during a billing period.
16. SUPPORT FEES, PRICE CHANGES AND CANCELLATION
16.1 WIC may change WIC Support Services fees by giving at least 30 days’ written notice.
16.2 Existing subscribers are not protected from price increases. Continued subscription after the effective date of a notified increase constitutes acceptance of the new fee.
16.3 A Client may cancel WIC Support Services at any time by giving at least 30 days’ written notice. Fees falling due during the notice period remain payable.
16.4 Cancellation of WIC Support Services does not cancel or affect any Project Contract or unpaid amount.
16.5 A former subscriber may restart WIC Support Services, but the reinstated service will be charged at WIC’s then-current fee and service level. A previous fee does not revive.
16.6 WIC will not unreasonably refuse a request to restart support, but may require an assessment, updated scope, remedial work, a new tier or payment of outstanding sums before support begins.
17. INCENTIVES AND DISCOUNTS
17.1 WIC may offer an Incentive at its sole discretion to encourage prompt payment, continued performance of a Contract, early settlement or another stated commercial objective.
17.2 An Incentive is binding only if confirmed in writing and subject to its stated conditions.
17.3 For a Credit Account, an Incentive may be deducted from the final invoice after all applicable conditions have been met.
17.4 For a Pro Forma Account, an Incentive may be reflected in the upfront amount stated in the Quotation or invoice.
17.5 WIC may withdraw an Incentive before acceptance of the relevant Quotation unless it is expressly stated to be irrevocable.
17.6 An Incentive creates no precedent, recurring entitlement or obligation to offer the same or any other Incentive in future.
18. INTELLECTUAL PROPERTY AND OWNERSHIP
18.1 Subject to payment in full and completion of the Testing Period, the Client owns the Deliverables expressly supplied under the Sales Order Confirmation, including editable files where those files form part of the Deliverables.
18.2 The Client owns its own databases, records, content and data. WIC acquires no ownership of them.
18.3 WIC retains all rights, title and interest in its pre-existing and independently developed methodologies, methods, know-how, templates, frameworks, architecture, logic, techniques, concepts, reusable components, working papers, training materials and development tools, including those created or refined during a Contract.
18.4 WIC may use, adapt, commercialise and reuse its retained intellectual property for any lawful purpose without the Client’s permission, provided that it does not disclose the Client’s Confidential Information.
18.5 Nothing prevents WIC from applying general knowledge, skill, experience or techniques gained during one engagement for another client.
18.6 The Client shall not falsely represent that it created or owns WIC’s retained intellectual property.
18.7 Third-party software and materials remain subject to their owners’ licence terms.
19. CONTINUOUS IMPROVEMENT
19.1 WIC may continually improve, refine and evolve its methodologies, systems, templates, software, documentation and working practices.
19.2 The Client acquires no right to future versions, improvements or developments unless purchased under a separate Contract.
20. CONFIDENTIALITY AND MARKETING
20.1 Each party shall keep the other party’s Confidential Information confidential and use it only for the Contract.
20.2 A party may disclose Confidential Information to its employees, subcontractors, insurers and professional advisers who need to know it and are bound by confidentiality obligations, or where disclosure is required by law or a competent authority.
20.3 The obligations in this Clause do not apply to information that is lawfully public, already lawfully known, independently developed or lawfully received without restriction.
20.4 Confidentiality obligations continue indefinitely, except for information that lawfully ceases to be confidential.
20.5 WIC may retain internal screenshots, records and examples for quality assurance, training and evidence, provided Client-identifying and Confidential Information is removed or protected.
20.6 WIC will not publicly name the Client, use its logo or publish a case study or testimonial without the Client’s prior written consent.
21. DATA PROTECTION AND ARTIFICIAL INTELLIGENCE
21.1 Each party shall comply with applicable data protection law in relation to personal data processed under a Contract.
21.2 WIC’s handling of personal data is described in its Privacy Policy published on its website.
21.3 WIC may use artificial intelligence and automation tools to improve the quality, speed and consistency of its Services.
21.4 WIC will use reasonable care when selecting and operating such tools and will not knowingly submit Client Confidential Information or personal data to a tool in a manner inconsistent with applicable law, WIC’s Privacy Policy or an express confidentiality obligation.
21.5 The Client acknowledges that AI-assisted output requires professional review and that the Client remains responsible for decisions made using the Deliverables.
22. PROFESSIONAL STANDARD AND CLIENT DECISIONS
22.1 WIC shall perform the Services with reasonable skill and care.
22.2 WIC does not guarantee any particular profit, saving, productivity improvement, commercial result or business outcome unless expressly stated in the Sales Order Confirmation.
22.3 The Client remains solely responsible for operational, staffing, investment, production, procurement, compliance and management decisions, and for how it uses the Deliverables.
22.4 The Client accepts responsibility for the final specifications it approved and for ensuring that the Operational System is suitable for its intended use.
22.5 WIC is not responsible for consequences arising from misuse, unauthorised alteration, inadequate training, failure to follow instructions or use beyond the stated scope.
23. THIRD-PARTY TECHNOLOGY AND FUTURE COMPATIBILITY
23.1 WIC is not responsible for the availability, performance, security, pricing or continued support of third-party software, platforms, hardware or services.
23.2 WIC has no obligation to update, migrate or modify a Deliverable because a third party changes or discontinues its technology after acceptance.
23.3 Future compatibility work requires WIC Support Services or a new Quotation.
24. SUBCONTRACTORS
24.1 WIC may use suitably qualified employees, consultants or subcontractors to perform the Services.
24.2 WIC remains responsible for their performance to the same extent as if WIC had performed the relevant work itself.
24.3 WIC may disclose necessary Confidential Information to them subject to appropriate confidentiality obligations.
25. INSURANCE
25.1 WIC shall maintain Professional Indemnity Insurance of not less than £1,000,000 and Public Liability Insurance of not less than £1,000,000.
25.2 Insurance does not expand WIC’s liability beyond the limits and exclusions in these Terms.
26. LIMITATION OF LIABILITY
26.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.
26.2 Subject to Clause 26.1, WIC’s total aggregate liability arising from or connected with a Contract shall not exceed the lower of: (a) the fees paid or payable under that Contract; and (b) £1,000,000.
26.3 Subject to Clause 26.1, WIC shall not be liable for loss of profit, revenue, production, opportunity, anticipated saving, goodwill, data or business, or for indirect or consequential loss.
26.4 WIC is not liable for loss caused by Client data, Client instructions, third-party technology, unauthorised changes, misuse, a failure to maintain backups or a matter outside WIC’s reasonable control.
26.5 The limitations in this Clause apply only to the extent they satisfy any applicable statutory requirement of reasonableness.
27. TERMINATION AND SUSPENSION
27.1 Either party may terminate a Contract immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice.
27.2 WIC may terminate or suspend immediately where the Client: (a) fails to pay an amount when due; (b) becomes insolvent or ceases trading; (c) issues unlawful instructions; (d) creates unsafe working conditions; (e) engages in abusive, threatening, discriminatory, harassing or seriously unprofessional conduct; (f) creates a material conflict of interest or reputational risk; or (g) seriously obstructs delivery.
27.3 A termination under Clause 27.2(e) or 27.2(f) must be authorised in writing by WIC’s Managing Director.
27.4 Termination does not affect accrued rights or the Client’s obligation to pay for the Contract, work performed, committed resources, non-cancellable costs and losses recoverable by law.
27.5 Where a Credit Account Client terminates or repudiates a fixed Project Contract without WIC breach, WIC may invoice the outstanding unpaid Contract Fee, subject to its duty to mitigate loss.
27.6 Clauses intended by their nature to survive termination shall continue, including payment, confidentiality, intellectual property, liability, dispute and governing law provisions.
28. INSOLVENCY
28.1 If the Client becomes insolvent, enters administration or liquidation, proposes an arrangement with creditors, has a receiver appointed, ceases or threatens to cease trading, or WIC reasonably believes such an event is imminent, WIC may immediately suspend or terminate all Contracts and withdraw credit.
28.2 All amounts properly due become immediately payable to the extent permitted by law.
28.3 Nothing in these Terms overrides mandatory insolvency law or a lawful moratorium.
29. FORCE MAJEURE
29.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil disorder, industrial action, utility failure, cyber incident, government action, supply chain failure or failure of a critical third-party service.
29.2 The affected party shall notify the other and take reasonable steps to reduce the effect.
29.3 The Completion Date will be extended by a reasonable period. If the event continues for more than 60 days, either party may terminate the affected unperformed part of the Contract by written notice, without affecting accrued payment rights.
30. COMMUNICATIONS AND NOTICES
30.1 Operational communications may be sent through the contacts stated in the Sales Order Confirmation.
30.2 Formal legal notices, termination notices, disputes and claims must be sent to legal@westindustrialcompany.com, or to another address notified by WIC in writing.
30.3 A notice by email is deemed received on the Business Day of transmission if sent before 18:00 UK time and no delivery failure is received; otherwise, on the next Business Day.
30.4 The Client shall keep its contact and billing details current.
30.5 WIC may update its contact details and published Business Hours by notice or publication on its website.
31. ASSIGNMENT AND THIRD-PARTY RIGHTS
31.1 The Client may not assign, transfer, charge, subcontract or otherwise deal with a Contract without WIC’s prior written consent.
31.2 WIC may assign a Contract to a group company, purchaser of its business or successor carrying on substantially the same business.
31.3 A person who is not a party to a Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.
32. GENERAL
32.1 A waiver is effective only if given in writing and applies only to the specific circumstances for which it is given.
32.2 If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or deleted, and the remaining provisions continue in force.
32.3 Nothing creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties.
32.4 The Contract constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions, representations and understandings, except for fraud or fraudulent misrepresentation.
32.5 WIC may amend these Terms for future Contracts by publishing or issuing an updated version. An amendment does not alter an existing Contract unless the parties agree in writing, except a notified WIC Support Services price change under Clause 16.
33. GOVERNING LAW AND JURISDICTION
33.1 Each Contract and any non-contractual obligation arising from it are governed by the law of England and Wales.
33.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising from or connected with a Contract.
33.3 Before commencing proceedings, the parties shall first attempt in good faith to resolve the dispute through written commercial discussions, unless urgent injunctive or debt recovery action is reasonably required.