BUSINESS TERMS AND CONDITIONS
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 business legal entity identified in the Quotation and Order Confirmation.
Confidential Information means commercial, financial, operational, technical, strategic, personal or proprietary information disclosed by or on behalf of either party, whether orally, visually, electronically or in writing.
Contract means each legally binding agreement formed under Clause 6, including a Project Contract or WIC Support Contract as applicable.
Contract Fee means the fees and charges stated in the applicable Order Confirmation or Support subscription.
Delivery Date means the date on which WIC supplies or makes the Deliverables available to the Client and notifies the Client that delivery has occurred.
Deliverables means the completed Operational System, files, documentation, instructions and other materials expressly identified in the Order Confirmation as being supplied to the Client.
Defect means a reproducible failure of a Deliverable to perform a feature expressly included within the agreed scope 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.
Free System means a free stock and fulfilment system, template, application or other lead-magnet system made available by WIC for duplication into the recipient’s own supported third-party environment.
Minor Amendment means a limited change to existing functionality which WIC reasonably determines, having regard to complexity, development time, technical risk and effect on the existing System, falls within WIC Support rather than constituting new or substantial development.
Operational System or System means a bespoke process, workflow, management system, reporting system, dashboard, application, automation, document set, operational framework or other digital business solution designed, built or supplied by WIC.
Order means WIC’s internal conversion of an accepted and, where applicable, paid Quotation into a confirmed instruction for supply.
Order Confirmation means WIC’s written confirmation of an Order containing a unique Order Confirmation Number.
Pending Order means a Quotation for which WIC has received payment but for which WIC has not yet issued an Order Confirmation.
Project means the bespoke design, development, implementation and delivery work described in an Order Confirmation.
Quotation means WIC’s written commercial offer identifying at least the relevant item number, item description, quantity and unit rate, together with any other scope or commercial information WIC elects to include.
Services means the design, development, implementation, demonstration, training, support, consultancy and associated services supplied by WIC.
Testing Period means 30 calendar days beginning on the Delivery Date.
WIC means WEST INDUSTRIAL COMPANY LIMITED.
WIC Support means WIC's recurring technical support service for eligible bespoke Systems built and supplied by WIC, including the complimentary 90-day support period where applicable, governed by Clauses 15 and 16. For the avoidance of doubt, WIC Support does not cover the Free System.
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 and warrants that it is acting wholly for purposes relating to its trade, business, craft or profession and not as a consumer.
2.3 WIC may serve Clients worldwide, subject to applicable law, sanctions, export restrictions, payment availability, technical feasibility and WIC’s acceptance of the Order.
2.4 No employee, agent or representative may vary these Terms unless the Managing Director of WIC agrees the variation in writing.
2.5 The Client warrants that each person requesting, negotiating, approving or paying a Quotation has authority to act for and bind the Client.
2.6 WIC provides bespoke Operational Systems according to requirements communicated by the Client and included within the agreed scope. WIC has no obligation to infer, assume or identify requirements not communicated and included in that scope.
2.7 The Client may submit an enquiry through WIC’s website or other agreed channel. WIC may require a video or other sales/discovery call where WIC considers this reasonably necessary to understand context, avoid misinterpretation or define the proposed scope.
3. ORDER OF PRECEDENCE
3.1 If there is an inconsistency between contractual documents, the following order of precedence applies: (a) the Order Confirmation; (b) any written variation expressly agreed by the Managing Director of WIC; (c) the Quotation; and (d) these Terms.
3.2 Any Client purchasing terms, supplier terms or other standard conditions are excluded unless the Managing Director of WIC expressly accepts them in writing.
3.3 A Client purchase order is not required and does not form part of the Contract unless WIC expressly agrees otherwise in writing.
4. QUOTATIONS
4.1 A Quotation is a commercial offer capable of revision by WIC and the Client before payment. It is not itself a Contract.
4.2 Unless it states another period, a Quotation remains open for 30 days from its date. The quoted price is protected during that validity period.
4.3 WIC may extend an expired Quotation at its discretion, including where WIC considers the commercial value of the opportunity warrants flexibility. No extension is an entitlement or precedent.
4.4 If a Quotation expires before payment, WIC may re-quote at its then-current prices and the Client bears the commercial consequence of not using the original price-lock period.
4.5 The Client is responsible for checking that the Quotation accurately reflects what it intends to purchase before payment.
4.6 Lead times and proposed completion dates need not appear in the Quotation and may instead be communicated and updated by email or other written communication.
5. PAYMENT AND PENDING ORDERS
5.1 Unless WIC expressly agrees otherwise in writing, the Client must pay the full quoted amount in cleared funds before WIC begins work.
5.2 WIC may, at its sole discretion, agree alternative payment arrangements for a Client where WIC considers the Client’s reputation, loyalty, trustworthiness or commercial relationship sufficient. Any such arrangement must be recorded in writing and does not create an entitlement for future work.
5.3 All invoices are due immediately unless WIC expressly states another due date in writing. WIC will not begin chargeable work before the amount required to commence that work has been received in cleared funds.
5.4 Quotations are denominated in pounds sterling (GBP). Where a payment provider permits payment using another currency, the Client bears exchange-rate differences, conversion charges and third-party fees and remains responsible for ensuring WIC receives the full GBP amount due.
5.5 Payment may be made through Stripe, as WIC’s payment processor, or by bank transfer to a bank account designated by WIC. WIC does not store the Client’s full payment-card details where those details are processed by Stripe.
5.6 All amounts are exclusive of VAT unless expressly stated otherwise. VAT will be charged where legally applicable.
5.7 Receipt of payment creates a Pending Order and is an instruction by the Client to proceed through WIC’s order-acceptance process; payment alone does not form the Project Contract.
5.8 Before issuing an Order Confirmation, WIC may decline a Pending Order for a lawful reason, including suspected fraud, sanctions or legal restrictions, manifest pricing or payment error, conflict of interest, unacceptable security or reputational risk, or WIC determining that it cannot reasonably supply the proposed work. If WIC declines the Pending Order, WIC will refund the amount received for that Pending Order, subject to any reversal or fraud process imposed by the payment provider.
5.9 Subject to Clause 5.8 and rights that cannot lawfully be excluded, once the Client has voluntarily paid WIC, the Client has no contractual right to cancel because of an accidental order, change of mind, internal approval issue, decision to reduce the scope or conclusion that the purchase is no longer suitable, even if WIC has not yet begun development work.
5.10 The Client shall pay amounts due without set-off, deduction, counterclaim or withholding except where required by law.
6. FORMATION OF CONTRACT
6.1 For a paid Project, WIC will allocate the cleared payment, convert the accepted Quotation into an Order and issue an Order Confirmation Number. The Project Contract is formed only when WIC issues the Order Confirmation.
6.2 For a Project supplied for no monetary charge, the Project Contract is formed when the Client accepts the £0 Quotation in writing and WIC issues the Order Confirmation.
6.3 No Project Contract is formed by an enquiry, sales call, Quotation, revised Quotation, invoice, payment, proposed completion date or other communication alone.
6.4 Once the Project Contract is formed, the Client has no contractual cooling-off or change-of-mind cancellation period, subject always to rights that cannot lawfully be excluded.
6.5 Payment of the quoted amount is treated as the Client’s commercial order instruction; no separate purchase order is required.
7. FREE AND TESTIMONIAL-BASED PROJECTS
7.1 WIC may, at its discretion, agree to supply a Project for no monetary charge in exchange for the Client’s agreement to provide a genuine written testimonial and the marketing permissions stated in the Quotation or other written agreement.
7.2 WIC may suggest topics or prompts that the Client may address, but WIC will not dictate the wording, require a positive opinion or prevent the Client from giving its genuine assessment.
7.3 Where expressly agreed, the Client grants WIC permission to use the testimonial, Client or business name, representative’s name and job title, logo and trade marks, non-confidential screenshots or images of the Deliverables, and a case study describing the problem, solution and outcome for WIC’s marketing and promotional purposes.
7.4 WIC must not use Confidential Information, trade secrets or Client data in marketing materials without the Client’s specific written permission.
7.5 A testimonial-based Project remains governed by these Terms notwithstanding that its monetary Contract Fee is £0.
8. LATE PAYMENT AND ACCOUNT STOP
8.1 If any amount is overdue, WIC may immediately suspend work and WIC Support without liability until all overdue sums are received in cleared funds or WIC approves another written arrangement.
8.2 WIC reserves all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest, fixed compensation and reasonable recovery costs where applicable.
8.3 The Client shall reimburse WIC for reasonable legal, debt collection, court and enforcement costs recoverable by law.
8.4 Suspension does not relieve the Client of payment obligations and may extend any proposed Completion Date.
9. PROJECT SCOPE AND CHANGES
9.1 The scope of each Project is limited to the features, quantities and Deliverables identified in the Order Confirmation, read with the Quotation.
9.2 Any new feature, additional technology, revised use case, expanded deployment, additional site, material redesign, integration or other scope increase requested after Contract formation requires a new Quotation unless WIC expressly agrees otherwise in writing.
9.3 WIC may decline additional work or quote it at its prevailing rates.
9.4 A Client request to remove, reduce or abandon part of the agreed scope does not create a refund entitlement and is subject to Clauses 5 and 6.
9.5 Omitted, unstated or later-developed requirements are not Defects.
10. CLIENT OBLIGATIONS
10.1 The Client shall provide complete, accurate and timely specifications, information, simulated data, decisions, approvals and access to relevant personnel reasonably required for WIC to perform the Services.
10.2 The Client is responsible for communicating any required delivery date early enough for WIC to assess feasibility and for responding promptly to WIC throughout the Project.
10.3 The Client shall acquire, maintain and pay for all third-party licences, subscriptions, hardware, software, connectivity, accounts and infrastructure required to access or operate the Deliverables unless the Quotation expressly states otherwise.
10.4 The Client owns and controls its live operational data, databases and third-party accounts. WIC’s development process is intended to use simulated or demonstration data supplied by the Client or created by WIC rather than requiring access to Client-specific live production data.
10.5 The Client is responsible for the legality, accuracy, integrity and suitability of any information or simulated data it supplies and for maintaining appropriate backups, cybersecurity, access controls and disaster-recovery measures for its live systems and data.
10.6 WIC is not responsible for delay, error or loss caused by inaccurate, incomplete or late Client information, unavailable personnel, Client instructions or failure to meet the obligations in this Clause.
11. DELIVERY, DEMONSTRATION AND TRAINING
11.1 WIC may supply Deliverables in any digital format or medium reasonably appropriate to the Project or otherwise agreed in writing.
11.2 WIC will normally demonstrate the completed System live, explain its operation and answer reasonable questions as part of delivery.
11.3 WIC may deliver the Deliverables even if the Client fails or declines to attend an arranged demonstration, provided WIC makes the Deliverables reasonably available to the Client.
11.4 WIC will notify the Client when delivery has occurred. That date is the Delivery Date and starts both the Testing Period and, for an eligible bespoke System, the 90-day complimentary WIC Support period.
11.5 Delivery does not prevent the Client from reporting a valid Defect during the Testing Period.
12. TESTING, DEFECTS AND ACCEPTANCE
12.1 The Client shall test the Deliverables during the 30-calendar-day Testing Period.
12.2 Any alleged Defect must be reported in writing during the Testing Period with sufficient detail and evidence for WIC reasonably to reproduce and investigate it.
12.3 WIC will correct a valid Defect reported during the Testing Period without additional charge.
12.4 If no valid Defect is reported within the Testing Period, the Deliverables are deemed accepted and the Project automatically closes without a further acceptance certificate.
12.5 Acceptance does not end the 90-day complimentary WIC Support period applicable to an eligible bespoke System. A fault first reported after the Testing Period but within the complimentary period is handled as a WIC Support request and does not reopen or reverse acceptance.
12.6 The Client may not reject the Deliverables for a minor or immaterial issue that does not substantially prevent an agreed feature from operating.
13. COMPLETION DATES AND DELAY
13.1 A Client may state the date by which it would like delivery. WIC will assess whether that date appears achievable and, if so, may confirm a proposed Completion Date in writing.
13.2 A Completion Date is a proposal and planning target, not an unconditional guarantee. WIC may update it where reasonably required and will communicate material updates in writing.
13.3 WIC will use reasonable skill and care in planning and performing the Services.
13.4 WIC is not responsible for delay caused or contributed to by the Client, late or inaccurate information, unavailable personnel, scope changes, third-party suppliers or platforms, technology failure outside WIC’s reasonable control, or Force Majeure.
13.5 Where the Client causes or contributes to delay, the Completion Date may be extended by a reasonable period and the Client bears responsibility for ensuring information and decisions are provided in time to support its requested date.
13.6 Where WIC is responsible for a material delay, the parties shall first discuss in good faith a reasonable revised timetable or other proportionate commercial resolution. No particular refund or commercial outcome is guaranteed except to the extent required by law.
14. FREE SYSTEM / LEAD-MAGNET LICENCE
14.1 WIC may make a Free System available to a business recipient without charge. WIC retains all right, title and intellectual property in the Free System and its underlying template, structure and materials.
14.2 Subject to these Terms, WIC grants the recipient a non-exclusive, non-transferable, revocable licence to duplicate the Free System into its own supported environment and to use and modify that copy for its own internal business operations.
14.3 The recipient must not sell, resell, redistribute, sublicense, publish, make available to third parties, commercially exploit or represent itself as the creator or owner of the Free System or WIC’s underlying intellectual property.
14.4 The Free System is supplied as a general template and is not bespoke to the recipient. The recipient is responsible for determining whether it is suitable for its operation and for configuring and using it safely and lawfully.
14.5 For the avoidance of doubt, WIC Support does not apply to, include or cover the Free System or any other free system, template, application or software made available by WIC as a lead magnet. This exclusion applies whether or not the recipient has modified, configured or otherwise altered the Free System. The 90-day complimentary WIC Support period and paid WIC Support apply only to eligible bespoke Operational Systems built and supplied by WIC under a Contract.
15. WIC SUPPORT
15.1 Every eligible bespoke System built and delivered by WIC includes 90 calendar days of complimentary WIC Support beginning on the Delivery Date.
15.2 The complimentary period is intended to provide the same core support experience as paid WIC Support and may include fault investigation, troubleshooting, guidance, Minor Amendments and remote assistance within reasonable use.
15.3 WIC Support does not include new Systems, substantial new functionality, major redesigns, material integrations, expanded use cases or other work which WIC reasonably determines constitutes new development. Such work requires a new Quotation.
15.4 After the complimentary period expires, WIC has no obligation to provide technical support for previously supplied eligible bespoke Systems unless the Client has an active paid WIC Support subscription or WIC separately agrees chargeable work.
15.5 Expiry or cancellation of WIC Support does not remove the Client’s ownership of its Deliverables or prevent continued use of the System, subject to third-party licence requirements.
15.6 A paid WIC Support subscription covers all eligible bespoke Systems built and supplied by WIC to the subscribing Client legal entity, subject to reasonable use and the exclusions in these Terms. It does not cover the Free System.
15.7 WIC Support is paid for availability and access to support. Except for any pro-rating expressly required by Clause 16, fees remain payable whether or not the Client uses the service during a billing period.
15.8 WIC may determine reasonably whether a requested change is a Minor Amendment by considering complexity, development time, technical risk, effect on existing functionality and the overall volume of support requested.
15.9 Repeated, excessive, concentrated or unusually resource-intensive requests may exceed reasonable use. WIC may require a consultation, defer non-urgent work, or issue a separate Quotation for additional development.
15.10 Support is provided during WIC’s published Business Hours unless WIC expressly agrees otherwise.
15.11 Any response time communicated by WIC is an initial-response target unless WIC expressly states in writing that it is a guaranteed resolution time.
15.12 If the Client or any third party modifies, manipulates, restructures or develops an eligible bespoke System supplied by WIC, the entire affected System immediately ceases to be covered by WIC Support, whether or not the modification caused the particular issue later reported.
15.13 The exclusion in Clause 15.12 reflects that WIC cannot reasonably warrant or support the integrity of a System after changes outside WIC’s control.
15.14 WIC may separately quote to inspect, diagnose, restore or remediate an unsupported modified bespoke System. Following that work, WIC may decide whether and on what conditions the System may return to WIC Support.
15.15 A Client may request WIC Support for an eligible bespoke System at any time, including during or after the complimentary period. Where a material period has elapsed or the System's condition is uncertain, WIC may require inspection or paid remedial work before accepting the System into support.
16. SUPPORT FEES, RENEWAL, PRICE CHANGES AND CANCELLATION
16.1 Paid WIC Support is a recurring monthly subscription and renews automatically until cancelled in accordance with this Clause.
16.2 The applicable fee is the fee stated by WIC when the subscription is entered into or subsequently changed under this Clause.
16.3 WIC may change the WIC Support fee at its discretion without being required to give a commercial explanation, provided WIC gives at least 30 days’ written notice before the new fee takes effect.
16.4 Continued subscription after the effective date of a notified price change constitutes acceptance of the new fee, subject to the Client’s right to cancel.
16.5 The Client may cancel WIC Support by giving at least 30 days’ written notice. Support continues during the notice period and ends at the expiry of that 30-day period.
16.6 Where the cancellation date falls part-way through a monthly billing period, WIC will charge only the proportion of the monthly fee attributable to the period up to the effective cancellation date, calculated on a daily basis.
16.7 Cancellation of WIC Support does not cancel or affect any Project Contract, accrued fee or other unpaid amount.
16.8 A former subscriber may request to restart WIC Support at WIC’s then-current fee. WIC may require inspection, remediation, updated technical requirements or payment of outstanding sums before support begins.
17. REFUNDS AND CANCELLATION
17.1 WIC operates a strict B2B no-change-of-mind refund policy for paid bespoke work, subject to rights and remedies that cannot lawfully be excluded.
17.2 Before payment, the Client may decline or discontinue a Quotation without charge unless the parties have separately agreed a chargeable preliminary service.
17.3 After the Client has paid WIC, an accidental purchase, change of mind, internal approval issue, decision to cancel, reduce or remove part of the requested scope, or conclusion that the purchase is no longer suitable does not create a refund entitlement, even if WIC has not begun development work.
17.4 A genuine duplicate payment caused by a technical payment fault will be refunded once reasonably verified. Genuine separate orders are not duplicate payments.
17.5 Where a payment was unauthorised or fraudulent, WIC will cooperate with the applicable payment-provider, banking and legal processes and will not knowingly retain funds it has no lawful entitlement to retain.
17.6 Where WIC declines a Pending Order before Contract formation under Clause 5.8, WIC will refund the relevant payment.
17.7 Valid Defects and WIC breaches are dealt with under these Terms and applicable law; they do not automatically entitle the Client to a full refund.
17.8 Nothing in this Clause excludes or restricts any remedy which cannot lawfully be excluded or restricted.
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 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, invented or refined during a Contract.
18.4 WIC may use, adapt, commercialise and reuse its retained intellectual property and general knowledge for lawful purposes, but must not reproduce or disclose a Client’s Confidential Information, trade secrets or technically distinctive proprietary operating system in a manner that exposes that Client’s confidential or niche operational practices.
18.5 Similarities may naturally arise between Systems because businesses share common operational principles, technologies and requirements. Such similarities do not by themselves amount to copying of a Client’s Confidential Information.
18.6 The Client may modify its Deliverables or appoint a third party to do so, but any such modification is subject to the WIC Support consequences in Clause 15.
18.7 The Client shall not falsely represent that it created or owns WIC’s retained intellectual property.
18.8 Third-party software, platforms and materials remain subject to their respective owners’ licence terms.
19. CONTINUOUS IMPROVEMENT AND PRODUCTISATION
19.1 WIC may continually improve, refine and evolve its methodologies, systems, templates, software, documentation and working practices.
19.2 WIC may identify recurring market requirements and develop separate standardised or productised Systems using WIC’s retained intellectual property and general knowledge, provided it does not disclose or reproduce Client Confidential Information or protected trade secrets.
19.3 A Client acquires no right to future products, versions, improvements or developments unless separately purchased or expressly included in WIC Support.
20. CONFIDENTIALITY AND MARKETING
20.1 Each party shall keep the other party’s Confidential Information confidential and use it only as necessary 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 appropriate confidentiality obligations, or where disclosure is required by law or a competent authority.
20.3 The confidentiality obligations do not apply to information that is lawfully public, already lawfully known, independently developed without use of the Confidential Information, or lawfully received without restriction.
20.4 Confidentiality obligations continue indefinitely for so long as the information remains confidential.
20.5 WIC may retain appropriately anonymised or non-identifying internal records, examples and screenshots for quality assurance, training, technical evidence and development.
20.6 Except where the Client has expressly granted marketing permission under Clause 7 or separately in writing, WIC will not publicly name the Client, use its logo, publish a testimonial or case study, or expose its Confidential Information.
21. DATA PROTECTION, MARKETING AND ARTIFICIAL INTELLIGENCE
21.1 Each party shall comply with applicable data protection and electronic-marketing law in relation to personal data and direct marketing for which it is responsible.
21.2 WIC’s handling of personal data is described in its Privacy Policy published on its website. Newsletter and marketing subscriptions are subject to the privacy and marketing information presented at the relevant sign-up point.
21.3 A person may obtain the Free System, join WIC’s newsletter or book a sales call only through the applicable voluntary sign-up route made available by WIC. Nothing in these Terms removes a person’s statutory right to object to or unsubscribe from direct marketing.
21.4 WIC may use artificial intelligence and automation tools to improve the quality, speed and consistency of its Services.
21.5 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.
21.6 WIC intends to develop and demonstrate Systems using simulated or demonstration data rather than Client-specific live production data. If a future Project requires WIC to process personal data on the Client’s behalf, the parties shall put in place any additional data-processing terms reasonably required by applicable law before that processing begins.
21.7 AI-assisted output remains subject to professional review. The Client remains responsible for business 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 builds Systems, not business results. WIC does not guarantee any particular profit, saving, productivity improvement, return on investment, capacity increase, commercial result or business outcome unless expressly guaranteed in writing in the Order Confirmation.
22.3 The Client remains responsible for operational, staffing, investment, production, procurement, regulatory, compliance and management decisions and for how it uses the Deliverables.
22.4 The Client accepts responsibility for the final requirements it approved and for determining 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 agreed scope.
23. THIRD-PARTY TECHNOLOGY AND FUTURE COMPATIBILITY
23.1 WIC may use third-party platforms, software, services and infrastructure, including no-code or low-code development tools, where appropriate to a Project.
23.2 Unless the Quotation expressly states otherwise, the Client is responsible for obtaining, maintaining and paying for the third-party accounts, subscriptions and licences required to access or operate the Deliverables.
23.3 WIC is not responsible for the availability, performance, security, pricing, licensing policy or continued support of third-party software, platforms, hardware or services.
23.4 WIC has no obligation to provide free redevelopment, migration or modification merely because a third party changes, restricts or discontinues technology after delivery.
23.5 Future compatibility work may fall within WIC Support if it qualifies as a Minor Amendment; otherwise it requires 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 and to the extent permitted by law, 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 information or data, Client instructions, third-party technology, unauthorised or third-party changes, misuse, failure to maintain backups or a matter outside WIC’s reasonable control, except to the extent liability cannot lawfully be excluded.
26.5 The limitations and exclusions 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 commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice requiring remedy.
27.2 WIC may suspend or terminate 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 serious 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 amounts properly due and does not create a refund right except where these Terms or applicable law provide otherwise.
27.5 Clauses intended by their nature to survive termination 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 suspend or terminate affected Contracts to the extent permitted by law.
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 Any proposed 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 rights or payment obligations.
30. COMMUNICATIONS AND NOTICES
30.1 Sales enquiries, Quotations and pricing enquiries should be directed to sales@westindustrialcompany.com. Ongoing Project enquiries and communications, including lead-time and status-update enquiries, should be directed to support@westindustrialcompany.com. WIC may also communicate with the Client through another channel agreed by the parties.
30.2 Formal legal notices, termination notices, disputes and claims to WIC must be sent to legal@westindustrialcompany.com, or 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 message 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 written 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 Project Contract unless agreed in writing, except that WIC Support fees may change under Clause 16.
32.6 Headings are for convenience only and do not affect interpretation. References to writing include email unless these Terms expressly require another form.
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, regardless of the Client’s location.
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, protective or debt-recovery action is reasonably required.