Terms & Conditions

1 Introduction

1.1  These terms and conditions govern your use of the Wise Key Solutions Ltd website located at www.wisekey.solutions (the "Website") and the consultancy, software development, and related services provided by Wise Key Solutions Ltd ("we", "us", "our").

1.2  By accessing or using our Website, or by engaging us to provide services, you accept these terms and conditions in full. If you disagree with any part of these terms, you must not use our Website or engage our services.

1.3  Our Website uses cookies. By using our Website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with our Privacy and Cookies Policy.

1.4  We reserve the right to amend these terms and conditions at any time. The version published on our Website at the time of your use shall apply.

2 About Us

2.1  Wise Key Solutions Ltd is a company registered in England and Wales. Our registered address and company registration details are:

2.2  We are a software consultancy specialising in custom software development, loyalty systems, EPOS integration, management reporting dashboards, workflow optimisation, and business process automation.

3 Website Use — Licence

3.1  Subject to these terms and conditions, you may:

• (a) view pages from our Website in a web browser;
• (b) download pages from our Website for caching in a web browser;
• (c) print pages from our Website for your own personal, non-commercial use.

3.2  Except as expressly permitted by clause 3.1, you must not download, save, or store any material from our Website to any device.

3.3  You must not edit or otherwise modify any material on our Website without our express written consent.

3.4  Unless you own or control the relevant rights in the material, you must not:

• (a) republish material from our Website (including republication on another website or platform);
• (b) sell, rent, sub-license, or transfer material from our Website;
• (c) show any material from our Website in public for a commercial purpose;
• (d) exploit material from our Website for any commercial purpose; or
• (e) redistribute material from our Website, except that you may share links to publicly available pages.

3.5  We reserve the right to restrict access to areas of our Website, or to the whole Website, at our sole discretion and without notice. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our Website.

4 Acceptable Use

4.1  You must not use our Website:

• (a) in any way that causes, or may cause, damage to the Website or impairment of its performance, availability, or accessibility;
• (b) in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
• (c) to copy, store, host, transmit, send, use, publish, or distribute any material which consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious software;
• (d) to conduct any systematic or automated data collection activities (including scraping, data mining, data extraction, or data harvesting) without our express prior written consent;
• (e) to access or interact with our Website using any robot, spider, or other automated means, except for the purpose of legitimate search engine indexing;
• (f) in breach of any directives set out in the robots.txt file for our Website; or
• (g) to collect or use data from our Website for any direct marketing activity, including email marketing, SMS marketing, telemarketing, or direct mail.

4.2  You must not use data collected from our Website to contact individuals, companies, or other entities without their consent.

5 Intellectual Property

5.1  Subject to the express provisions of these terms and conditions, we, together with our licensors, own and control all copyright and other intellectual property rights in our Website and all material published on it.

5.2  All copyright and other intellectual property rights in our Website and its content are reserved.

5.3  Any software, tools, dashboards, systems, or deliverables created by us in the course of providing services to a client shall be subject to the intellectual property provisions agreed in the relevant engagement contract or statement of work. In the absence of express written agreement otherwise, all intellectual property rights in deliverables created by us shall remain vested in Wise Key Solutions Ltd until full payment has been received, at which point such rights shall be assigned to the client to the extent agreed in writing.

5.4  Our company name, logo, and branding are our property and may not be reproduced, used, or displayed without our prior written consent.

6 Services

6.1  Where we agree to provide consultancy, software development, or other professional services, those services shall be governed by a separate engagement letter, statement of work, or contract agreed between us and the client. In the event of any conflict between these terms and conditions and a signed engagement document, the engagement document shall prevail.

6.2  We will use reasonable skill and care in providing our services. We do not guarantee that our services will be error-free or uninterrupted, and we will not be liable for delays or failures caused by circumstances beyond our reasonable control.

6.3  We reserve the right to amend, suspend, or discontinue any services offered on our Website at any time and without notice.

6.4  Any timescales, estimates, or project plans provided to a client are given in good faith but are not contractually binding unless expressly stated as fixed commitments in a signed statement of work.

7 Confidentiality

7.1  Each party agrees to keep confidential any information received from the other party that is designated as confidential or that ought reasonably to be considered confidential given the nature of the information and the circumstances of its disclosure.

7.2  This obligation of confidentiality shall not apply to information that:

• (a) is or becomes publicly available through no fault of the receiving party;
• (b) was already known to the receiving party prior to disclosure;
• (c) is disclosed to the receiving party by a third party without restriction; or
• (d) is required to be disclosed by law, regulation, or court order.

7.3  Confidentiality obligations shall survive the termination of any engagement between us for a period of three (3) years.

8 Data Protection

8.1  We process personal data in accordance with UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy, available on our Website, sets out how we collect, use, store, and protect your personal data.

8.2  By using our Website or engaging our services, you acknowledge and agree to the processing of your personal data as described in our Privacy Policy.

8.3  Where we process personal data on behalf of a client in the course of providing services, we will do so only on the client's documented instructions and in accordance with a Data Processing Agreement to be entered into between the parties prior to the commencement of such processing.

9 Limited Warranties

9.1  We do not warrant or represent:

• (a) the completeness or accuracy of any information published on our Website;
• (b) that the material on our Website is up to date at any given time; or
• (c) that our Website or any service on our Website will remain continuously available or free from errors.

9.2  We reserve the right to discontinue or alter any or all of our Website services, and to stop publishing our Website, at any time in our sole discretion without notice. Subject to clause 10.1, you will not be entitled to any compensation or other payment on account of such discontinuance or alteration.

9.3  To the maximum extent permitted by applicable law, and subject to clause 10.1, we exclude all representations and warranties relating to our Website and its content, and to any services described or offered on our Website.

10 Limitations and Exclusions of Liability

10.1  Nothing in these terms and conditions shall:

• (a) limit or exclude our liability for death or personal injury resulting from our negligence;
• (b) limit or exclude our liability for fraud or fraudulent misrepresentation;
• (c) limit any of our liabilities in any way not permitted under applicable law; or
• (d) exclude any of our liabilities that may not be excluded under applicable law.

10.2  Subject to clause 10.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• (a) loss of profits, revenue, or anticipated savings;
• (b) loss of business, contracts, or goodwill;
• (c) loss of or corruption to data;
• (d) indirect, special, or consequential loss or damage;

arising out of or in connection with your use of our Website or any services provided by us, even if we have been advised of the possibility of such loss or damage.

10.3  Where our liability is not excluded by clause 10.2 and arises from the provision of professional services under a separate engagement contract, our aggregate liability shall be limited to the total fees paid by you to us in respect of the relevant engagement in the twelve (12) months preceding the event giving rise to the claim.

10.4  We will not be liable for any losses arising from circumstances beyond our reasonable control, including but not limited to acts of God, power failures, internet service interruptions, or third-party platform failures.

11 Third-Party Links

11.1  Our Website may contain links to third-party websites. These links are provided for your convenience only. We have no control over third-party websites and accept no responsibility for their content, accuracy, or availability.

11.2  The inclusion of a link to a third-party website does not constitute an endorsement by us of that website or its content.

12 Variation

12.1  We may revise these terms and conditions from time to time. The revised terms and conditions shall apply to the use of our Website from the date of publication on our Website.

12.2  Please check this page regularly to ensure you are familiar with the current version of our terms and conditions.

13 Severability

13.1  If any provision of these terms and conditions is held by a court of competent jurisdiction to be unlawful, invalid, or unenforceable, that provision shall be deemed to be severed from the remainder of these terms and conditions, which shall continue in full force and effect.

14 Entire Agreement

14.1  These terms and conditions, together with our Privacy Policy and any signed engagement documents, constitute the entire agreement between you and us in relation to your use of our Website and, where applicable, our services, and supersede all previous agreements in respect of the same subject matter.

15 Governing Law and Jurisdiction

15.1  These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.

15.2  Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16 Contact Us

16.1  If you have any questions about these terms and conditions, please contact us via the contact details provided on our Website at www.wisekey.solutions.