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Terms and Conditions

 

STANDARD TERMS AND CONDITIONS

These Terms apply to the entire contents of the websites under the domain names wireditservices.co.uk, wireconsulting.co.uk, wireconsulting.com, delegateyourit.co.uk and delegateyourit.com (the “Websites”) and  to the Services.  These Terms are issued by WIRE CONSULTING AND TECHNOLOGY LIMITED (“WCT”).  When signed by both Parties the Agreement will create legally binding obligations. The Customer is recommended to take and will be assumed to have taken independent professional advice prior to signing.

1. INTRODUCTION
1.1 These Terms form a legal document which details the Customer's rights and responsibilities as a user of the Websites and the Services.  WCT provides access to computer software and hardware together with other linked services and products.
1.2 By accessing any part of the Websites, the Customer shall be deemed to have accepted these Terms in full.  If the Customer does not accept these Terms in full, the Customer must leave the Websites immediately and desist from using the Services.
1.3 WCT may revise these Terms at any time.  The Customer should check the Websites from time to time to review the then current terms as they are binding on the Customer.
1.4 Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at the Websites.
1.5 These Terms apply in respect of all Services provided by WCT to the Customer and, save where agreed in writing, shall prevail over all other agreements including terms or conditions which the Customer may propose and purport to rely on.

2. PERSONAL DATA AND PRIVACY POLICY
2.1 Personal Data supplied by the Customer must be true and accurate.  The Customer must notify WCT immediately if any Personal Data held by WCT changes.
2.2 WCT is based in the United Kingdom but some of the computer systems that provide the Services may be based elsewhere in the World and so Personal Data may be transferred to, processed and held elsewhere in the world. 
2.3 In providing the Services WCT works with other organisations which produce the software and hardware and is required under its licences to provide certain information about the Customer to these organisations.  By agreeing to these Terms, the Customer agrees to having their Personal Data provided to such organisations.
2.4 WCT may hold Personal Data relating to the transactions which the Customer enters into with us.  We will disclose this Personal Data but only insofar as to facilitate the provision of the Services provided to the Customer.  WCT may disclose Personal Data where we are compelled to do so by law.

3. SERVICES
3.1 In providing any of the Services WCT shall endeavour to provide access to the Services twenty four hours a day seven days a week, support in using the Services during the hours of 08.00 to 18.00 Monday to Friday (excluding bank and public holidays) (“Business Hours”), reasonable security and firewalls for the protection of information and files and the backing up of files once in every twenty four hour period during Business Hours. 
3.2 To reduce any inconvenience to its customers, WCT shall endeavour to ensure that any routine service work to its systems which may impact on the provision of the Services and the backing up of files will normally be carried out outside of Business Hours.  In such an instance, we shall post notices providing seven days notice of such work.  There may be instances where routine out of hours servicing runs into Business Hours so affecting the provision of the Services but we shall endeavour to keep such interruptions to the Services to a minimum. 
3.3 Access to the Websites and Services may be temporarily suspended and without notice in the case of system failure, unexpected maintenance or repair, where urgent or unexpected remedial action is required to protect the Services or customer files or for reasons beyond WCT’s control.  In such instances, it may be necessary to withdraw the Services in whole or part.
3.4 Where a breakdown in providing any part of the Services occurs, remedial work will normally only start during Business Hours. 
3.5 Where Services are unavailable due to third party acts or omissions or where factors are outside the control of WCT, including without limitation the withdrawal of support by our licensors and business partners, virus attack and network sabotage, we shall endeavour to have such support reinstated but provide no guarantee.
3.6 WCT  shall not be liable to the Customer if for any reason the Websites or the Services are unavailable at any time for any period.

4. ACCESS AND SERVICE PROVISION
4.1 WCT and its content providers and other third party suppliers, may from time to time modify or remove aspects of the Services, including various types of content and services.  WCT will not, however, remove aspects of the Services which are fundamental to its nature without first giving notice to customers in the same manner as changes to these Terms.
4.2 The Customer will be charged for using the Services in accordance with the terms of the Agreement then in place.  We reserve the right to and may change our fees or billing methods, but will provide the Customer with at least thirty days’ advance notice of any such change.  As the account holder, you are responsible for all charges incurred and purchases made by you or others using your User Name, Access Codes or Passwords.
4.3 We expect the Customer to pay their account balances on time.  If we do not receive payment within thirty days from the date on the Customer's WCT account statement, the Customer agrees to pay all outstanding charges due to WCT on demand and as a debt, and WCT will be entitled to charge interest of 3.5% above the base rate of National Westminster Bank Plc from time to time in force for all outstanding charges. Additonally WCT has the right to temporarily or permanently withdraw services until the Customer has paid any outstanding balances.
4.4 The Customer shall have 14 days from the date of an account statement within which to inform WCT in writing of any billing discrepancies, otherwise the Customer will have waived their right to dispute those discrepancies.
4.5 It is recommended that the Customer connect to the Websites through a high speed broadband link.  Unless arranged and purchased through WCT all connection charges are the Customer's responsibility.  Any third party charges for the Customer's accessing the Websites other than those specifically agreed between the Customer and us are also the Customer's responsibility.
4.6 The Customer is responsible for ensuring that they have adequate facilities including but not limited to software, hardware and network link to enable them to utilise the Services.

5. MATERIAL AND CONDUCT
5.1 Other than personally identifiable information, which is covered under the Privacy Policy, any material the Customer's transmit or post to the Websites will be considered non-confidential and non-proprietary and we will be free to remove or filter any such material which does not meet our standards.  WCT does not pre-screen such material and will have no obligations with respect to such material.  We and our designees will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
5.2 The Customer is prohibited from posting or transmitting to or from the Websites or the storage of files on our storage and retrieval systems which contain any material that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience, or material for which the Customer has not obtained all necessary licences and/or approvals, or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law or infringe the rights of any third party, in the UK or any other country in the world; or which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
5.3 The Services are provided subject to the terms of Licence stated from time to time in these Terms.
5.4 WCT will fully co-operate with any law enforcement authorities or court order requesting or directing WCT to disclose the identity or locate anyone posting or storing any material in breach of paragraph 5.2 or otherwise misusing the Websites.

6. LICENCE
6.1 Upon signing the Agreement, the Customer is granted a non-exclusive licence for the duration of the Agreement to use the Services as agreed and specified in writing between the Parties.  The Customer's User Name is their unique online identity which is provided by WCT.
6.2 As the Customer account holder, the Customer is responsible for all activity arising from the use of the Customer's User Name, Access Codes and Passwords and of any breaches of these Terms that may result from such use, including without limitation, by any and all persons involved with the Customer's business.   The Customer may receive important notices about their membership by e-mail from time to time, so it is important for the Customer to check e-mail regularly.  The Customer is responsible for all use of their account; and must supervise the use of it by others.
6.3 The Customer is responsible for the security and proper use of their Access Codes and Passwords, and must take all necessary steps to ensure that the Access Codes and Passwords are kept confidential and used properly.  The Customer must notify us promptly if they have any reason to believe that their password has become known by an unauthorised person or is being used in an unauthorised manner.  If WCT has reason to believe that there is likely to be a breach of security WCT may change the Customer's Access Codes and Passwords and notify the Customer of the changes.

7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Customer is permitted to print and download extracts from the Websites for their own use providing no documents or related graphics on the Websites are modified in any way, no graphics on the Websites are used separately from accompanying text and WCT's copyright and trademark and this permission appear in all copies.
7.2 No part of the Websites may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without WCT’s prior written consent.
7.3 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Websites are owned by WCT or its licensors.  For the purposes of these Terms, any use of extracts from the Websites for any reason is prohibited.  If the Customer breaches any of these Terms, their rights to use the Websites and the Services automatically terminate and the Customer must immediately destroy any downloaded or printed extracts from the Websites. 
7.4 The software upon or through which the Services are provided (“Software Products") is owned by licensors (“Software Providers”) who licence use of the software to WCT.
7.5 All title and intellectual property rights relating to the Software Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software Products) are owned by our various Software Providers.  The Software Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The Customer's possession, access, or use of the Software Products does not transfer any ownership of the Software Products or any intellectual property rights to the Customer.
7.6 The Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Software Products or that appear during use of the Software Products.
7.7 The Customer may use the Software Products which WCT have agreed to provide to you only in accordance with the instructions, and only in connection with the Services.
7.8 In connection with the Services provided to the Customer by WCT, they may have access to certain “sample,” “re-distributable” and/or software development software code and tools.  The Customer shall not, nor shall they allow, use, modification, copying and/or distribution of any Software Product.  The Customer may not reverse engineer, de-compile, or disassemble the Software Products.
7.9 The Customer may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Software Products to any third party, and the Customer may not permit any third party to have access to and/or use the functionality of the Software Products.
7.10 In addition to any liability the Customer may have to WCT, the Customer agrees that they will also be legally responsible directly to the Software Providers for any breach of these Terms and the 1999 Rights of Third Parties Act shall apply to these Terms.
7.11 Any rights not expressly granted in these Terms are reserved.

8. DISCLAIMER
8.1 WCT, and its officers, directors, employees, shareholders or agents do not accept any liability for the use made by the Customer of the Services or for contents of the Websites. 
8.2 While WCT endeavour to ensure that the information on the Websites is correct, WCT does not warrant the accuracy and completeness of the material on the Websites.  The content of the Websites should only be used for information purposes and the Customer should not rely on it to make or refrain from making any decision or take or refrain from taking any action.  WCT may make changes to the material on the Websites or to the products and prices described in it at any time without notice.  The material on the Websites may be out of date and WCT makes no commitment to update such material. 
8.3 To the extent permitted by law, WCT excludes all representations, warranties, conditions and other terms whether actual or implied and whether in respect of us or our Product Suppliers (including without limitation, the conditions implied by law of satisfactory quality, fitness of purpose and the use of reasonable care and skill) which but for these Terms might have effect in relation to the Websites and the Services.

9. LIABILITY
9.1 WCT and its officers, directors, employees, shareholders or agents exclude all liability and responsibility for any amount or kind of loss or damage that may resort to the Customer or a third party, (including without limitation, any direct, indirect, punitive, or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money or loss or damages arising from or connected in any way to business interruption, and whether in thought, including without limitation negligence, contract or otherwise) in connection with the Websites and the Services, in any way or in connection with the use, inability to use or the results of use of the Websites or Services, any website linked to the Websites or on such websites, including but not limited to loss or damage due to viruses that may infect the Customer's computer equipment, software, data or other property on account of their access to, use of, or browsing the Websites, or the Customer's downloading of any material from the Websites, or any website linked to the Websites, provided that nothing in these Terms shall exclude or limit WCT’s liability for death or personal injury caused by negligence, fraud, misrepresentation as to a fundamental matter or any liability which cannot be excused or limited under applicable law.
9.2 If the Customer's use of material on the Websites results in the need for servicing, repair or correction of equipment, software or data they will assume all costs thereof.
9.3 Any claim by the Customer against WCT under the Agreement shall be limited to that part of the Price paid by the Customer to WCT at the time of the claim.

10. LINKS TO AND FROM OTHER WEBSITES
10.1 WCT is not responsible for the content of any linked websites.  WCT provides these links solely for convenience.  If the Customer uses these links, the Customer leaves the Websites.  WCT has not reviewed all of these third party websites and does not control and is not responsible for these websites or their contents or availability.  WCT therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.  If the Customer decides to access any of the third party websites linked to the Websites the Customer does so entirely at their own risk.
10.2 The Customer may link to the homepages of the Websites providing they do not replicate the homepage, remove, distort, or otherwise alter the size or appearance of any of WCT’s intellectual property, create a frame or any other browser or border environment around the Websites, in any way imply that WCT is endorsing any products or services other than its own, misrepresent their relationship with WCT nor present any other false information about WCT, use any WCT trade marks displayed on the Websites without express written permission from WCT, link from a website that is not owned by the Customer and the Customer’s website does not contain content that is distasteful, offensive, controversial or unlawful.
10.3 WCT expressly reserves the right to revoke the right granted in paragraph 10.2 for breach of any of these Terms and to take any action that it deems appropriate.
10.4 The Customer shall fully indemnify WCT for any loss or damage suffered by WCT for any breach of paragraph 10.2.

11. REGISTRATION
11.1 Each registration is for a single user only.  WCT does not permit the Customer to share their User Name, Access Codes and Password with any other person nor with multiple users on a network, unless otherwise agreed in writing and signed by both Parties.
11.2 Responsibility for the security of any password issued rests with the Customer.

12. SET-OFF
12.1 WCT may at any time or times, without notice to the Customer, set off any liability of the Customer to WCT against any liability of WCT to the Customer (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency.
12.2 Any exercise by WCT of its rights under this clause 12 shall be without prejudice to any other rights or remedies available to WCT under the Agreement or otherwise.

13. INADEQUACY OF DAMAGES
Without prejudice to any other rights or remedies that WCT may have, the Customer acknowledges and agrees that damages alone may not be an adequate remedy for any breach by the Customer of the provisions of the Agreement and that accordingly WCT shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of the Agreement.

14. WAIVER AND REMEDIES
14.1 A failure by WCT to exercise or delay in exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of that right or remedy or a waiver of other rights or remedies.
14.2 A waiver by WCT of a breach of any of the terms of the Agreement or of a default under the Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of the Agreement.
14.3 A waiver by WCT of a breach of any of the terms of the Agreement or of a default under the Agreement shall not prevent WCT from subsequently requiring compliance with the waived obligation.
14.4 The rights and remedies provided by the Agreement are cumulative and (subject as otherwise provided in the Agreement) are not exclusive of any rights or remedies provided by law.

15. TERMINATION
15.1 WCT has the right at any time to terminate the Agreement or part thereof with immediate effect and without liability or penalty to themselves by giving the Customer written notice where the Customer commits a breach of any of the terms of the Agreement or otherwise misuses the Websites or Services;
15.2 Either party may terminate the Agreement or any part thereof for any reason whatsoever by giving one month’s written notice to the other party where more than 3 months remains on the agreement then a cancellation charge based on the outstanding time will apply.
15.3 Upon notice of termination having been given all outstanding monies owed to WCT by the Customer must be settled immediately.  If any monies due to WCT by the Customer are still outstanding at the end of any Notice Period, WCT has the right to retain custody and control of all or any of the Customer’s information stored on or channelled through WCT’s systems in lieu of such debt.
15.4 Following termination of the Agreement or part thereof all rights and obligations of the Parties shall cease except for those rights and obligations that are intended, by implication or expressly stated, to continue beyond termination.
15.5 In the event of termination or cancellation, the Customer must stop using and/or accessing the Software Products, and destroy all copies of the Software products and all of their component parts.

16. FORCE MAJEURE
16.1 Force Majeure means any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of the other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors and any other events beyond the Parties reasonable control.
16.2 If either party is prevented or delayed in the performance of any of its obligations under the Agreement by Force Majeure, that party must forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure, shall, subject to service of such notice and having taken all reasonable steps to avoid such prevention or delay and to clause 16.4, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
16.3 If either party is prevented from performance of its obligations for a continuous period in excess of three months, the other party may terminate the Agreement forthwith on service of written notice upon the party so prevented.
16.4 The party claiming to be prevented or delayed in the performance of any of its obligations under the Agreement by reason of Force Majeure shall use reasonable endeavours to bring the Force Majeure event to a close or find a solution by which the Agreement can be performed despite the continuance of the Force Majeure event.

17. GENERAL
17.1 An obligation of two or more parties under the Agreement shall bind them jointly and severally.
17.2 Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties or any of them or authorise any party to act as agent for the other.  Neither party shall have 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).
17.3 Time shall be of the essence of the Agreement, both as regards times, dates and periods specified in the Agreement and as to any times, dates or periods that may by agreement between the parties be substituted for any of them.
17.4 WCT may assign this agreement or any part of it to any person, firm or business.
17.5 The Customer shall not without the prior written consent of WCT (such consent not to be unreasonably conditioned, withheld or delayed) assign, transfer, charge or deal in any other manner with the Agreement or any of its rights under it, or purport to do any of the same or sub-contract any or all of its obligations under the Agreement.
17.6 Subject to and upon any succession or assignment permitted by the Agreement, any successor or assignee of the Parties shall in its own right be able to enforce any term of the Agreement in accordance with these Terms as if it were a party, but until such time any such successor or assignee of the Parties shall have no such rights whether as a third party or otherwise.
17.7 For the purposes of the Agreement, Confidential Information shall mean the existence and details of the Agreement, all information disclosed by one party to the other which is marked as or has been otherwise indicated to be confidential, or derives value to a party or any member of a group of companies to which that party belongs from being confidential or would be regarded as confidential by a reasonable business person, except to the extent that such information is already in the public domain at the time of disclosure or enters the public domain otherwise than by a breach of any obligation of confidentiality under the Agreement.
17.8 The Parties shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing their rights and obligations under the Agreement.
17.9 The Parties may disclose Confidential Information to their employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such persons need to know it for the purpose of exercising or performing that party’s rights and obligations under the Agreement, have been informed of the confidential nature of the Confidential Information divulged and agree to act in compliance with the confidentiality requirements of the Agreement.
17.10 The Parties must not disclose Confidential Information to any third party or use it other than permitted under the Agreement or pursuant to a court order, a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is legally permitted to do so) the affected party gives reasonable notice of such disclosure to the other party.
17.11 Subject to the other terms of the Agreement, the terms of this clause 21 shall continue to apply notwithstanding termination of the Agreement or any other cessation of any business relationship between the Parties.
17.12 For the purposes of this clause 22, “Pre-Contractual Statement” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement other than as expressly set out in the Agreement.
17.13 These Terms  together with the Customer Agreement attached constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of the Agreement.
17.14 The Parties acknowledge and agree that in entering into the Agreement they are not relying on any Pre-Contractual Statement.
17.15 The Customer acknowledges and agrees that the only remedy available to it for breach of the Agreement shall be for breach of contract under these Terms and it shall have no right of action against any other party in respect of any Pre-Contractual Statement, unless that other party has acted fraudulently.
17.16 If any provisions of these Terms are inconsistent with provisions of the Customer Agreement, the provisions in the Customer Agreement shall prevail.
17.17 It is acknowledged that nothing in these Terms excludes any liability for Pre-Contractual Statements made fraudulently.
17.18 No variation of the Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of both parties.
17.19 If any provision of the Agreement is found, by any court or administrative body of competent jurisdiction to be invalid or unenforceable such finding will not affect the rest of the Agreement which shall remain in full force and effect.
17.20 If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
17.21 The Parties agree, in the circumstances referred to in clause 17.19 and if clause 17.20 does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
17.22 Any notice or other communication given under the Agreement shall be in writing and shall be served to the address and for the attention of the relevant party as set out in the Customer Agreement, or such other address, or facsimile number as may be notified in writing from time to time by the relevant party to the other, by delivering it personally, sending it by pre-paid recorded delivery, registered post, registered airmail in the case of an address for service outside the United Kingdom or fax, but not by e-mail.
17.23 Any such notice referred to in clause 17.22 shall be deemed to have been received, if delivered personally at the time of delivery, in the case of pre-paid recorded delivery or registered post 48 hours from the date of posting, in the case of registered airmail five days from the date of posting and in the case of fax at the time of transmission.
17.24 If deemed receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day.
17.25 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party as set out in the Customer Agreement, or such other address as may be notified in writing from time to time by the relevant party to the other, and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post or registered airmail letter, or that the notice was transmitted by fax to the fax number of the relevant party as set out in the Customer Agreement or such other facsimile number as may be notified in writing from time to time by the relevant party to the other.
17.26 Save as expressly provided in the Agreement or as otherwise agreed in writing between the Parties, no term of the Agreement shall be enforceable by a third party (being any person other than the Parties and their permitted successors and assignees).
17.27 Notwithstanding that any term of the Agreement may be or become enforceable by a person who is not a party to it, the terms of the Agreement or any of them may be varied, amended or modified or the Agreement may be suspended, cancelled or terminated by agreement in writing between the Parties or the Agreement may be rescinded (in each case), without the consent of any such third party.
17.28 If any dispute arises out of the Agreement the Parties must attempt to settle it by negotiation in the first instance.  A party cannot serve an ADR notice until 21 days after it has made a written offer to the other party to negotiate a settlement to the dispute.  If negotiations fail to resolve the dispute either party may serve an ADR notice.  A party cannot commence court proceedings until at least one method of ADR has been genuinely submitted to and a decision obtained.
17.29 The Agreement is intended to be written and interpreted in English and if any document under the Agreement is translated into another language, the English language text shall in any event prevail.
17.30 The Agreement and the Customer's use of the Websites are governed by and construed in accordance with the Laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
17.31 In this agreement the following words and expressions shall, save where the context or the express provisions of this agreement otherwise requires or admits, have the following respective meanings:

Agreement: the entire agreement and understanding of the Parties as defined in clause 17.13;
Business Day: any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent;
Business Hours: 08.00 to 18.00 Monday to Friday (excluding bank and public holidays);
Confidential Information: as defined in clause 21.1;
Customer: the person defined as such in the Customer Agreement;
Customer Agreement: the document attached to these Terms;
Force Majeure: as defined in clause 16.1;
Licence: any agreement between WCT and its providers of hardware and software;
Notice Period: one calendar month, so that whatever day of the month the notice was deemed to have been received, the reciprocal day in the following month is the last day of the Notice Period.  Where a day in the month that notice was deemed to have been received does not have a reciprocal day in the following month, the last day of the Notice Period is the last day of the following month.
Parties: WCT and the Customer, or their successors and assigns where and when applicable;
Personal Data: any data which identifies the Customer or Customer's account with WCT, including but not limited to the Customer's identity and information which the Customer may store on WCT's systems, together with any billing information;
Pre-contractual Statement: that defined in clause 22.1;
Price: the total amount specified in the Customer Agreement payable under these Terms;
Privacy Policy: Clause 2 of these Terms
Services: services itemised in the Customer Agreement or as otherwise agreed in writing and signed between the Parties;
Software Products: software upon or through which the Services are provided;
Software Providers: owners of the Software Products;
Terms: this document;
User Name means the identity given to the Customer by WCT which, together with the Access Codes and Password, provides access to the Websites and Services;
WCT means Wire Consulting & Technology Limited;
Websites means the contents of the websites under the domain names wireditservices.net, wireditservices.co.uk, wireditservices.com, wireditservices.eu, wireconsulting.co.uk, wireconsulting.com, delegateyourit.co.uk and delegateiyourit.com;
17.32 In this agreement (except where the context otherwise requires) the clause headings are included for convenience only and shall not affect the interpretation of this agreement, use of the singular includes the plural and use of any gender includes the other genders and vice versa, any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality), any statement qualified by reference to WCT’s state of knowledge, belief or awareness shall be deemed to include an additional statement that before making it WCT has made such enquiry as it would be reasonable to expect them to have made, any phrase introduced by the words "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms and any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this agreement) at any time.