Terms and Conditions

These Terms and Conditions set out the terms on which Webwalker Ltd, a company registered in England and Wales under the company number 06483984 whose registered office is at 20-22 Bedford Row, London WC1R 4JS ("WWL") provides the Services to the Customer.

Introduction

WWL offers various services to Customers via its Website (as defined below).
The Customer wishes to engage WWL to provide the Services (as defined below) and WWL wishes to provide the Services as described in this Agreement.
The parties agree to the terms and conditions set out in this Agreement.

IT IS AGREED THAT:

DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in the Terms and Conditions of this Agreement:

"Account Customer"	means a Customer who has a corporate account with WWL and who has completed and signed the Form (not on the Website) and who is subject to the payment provisions for Services as specified in these Terms and Conditions as relating to an 'Account Customer';
"Agreement"	means these Terms and Conditions and the Form, together with all documents, attachments and schedules referred to in the Terms and Conditions and the Form;
"Corporate Account Customer"	means a Customer who has completed a Corporate Customer agreement application which has been accepted by WWL and who is subject to the payment provisions for Services as specified in these Terms and Conditions as relating to a ‘Corporate Account Customer’;
"Customer"	the person, firm or company who purchases Services from WWL as detailed in the Form;
"Customer Secure Area"	means the secure area on the Website allocated to the Customer, to be accessed by the Customer using the login and password allocated to the Customer by WWL in accordance with these Terms and Conditions;
"Data Controller"	has the meaning set out in the DPA;
"Data" and "Processing"	have the meanings set out in the DPA and the term "processed" and "Data Processor" shall be construed accordingly;
"Deadline"	means the target deadline date for Completion of a Job, as agreed in writing between WWL and the Customer , as set out in this Agreement, in relation to a particular Job during the Term of this Agreement;
"Documents" or "Documentation"	means the documentation belonging to the Customer submitted to WWL in order for the Services to be performed in accordance with this Agreement;
"DPA"	means the Data Protection Act 1998 and includes any subordinate legislation made under it and any provision amending superseding it or re-enacting it (whether with or without modification);
"Editor"	means a person appointed by WWL to perform all or part of the Services for the Customer;
"Editor's Secure Area"	means the secure area on the Website for an Editor, to be accessed by the Editor using the login and password allocated to the Editor by WWL in accordance with the agreement entered into between WWL and an Editor;
"Fees"	means the fixed fees payable by the Customer to WWL for provision of the Services on Completion of a Job in accordance with this Agreement;
"Form"	means the form to be completed by the Customer, to which these Terms and Conditions apply, setting out details of a Customer and their order for a Job to be completed including the provision of the Services and forming part of the Agreement;
"Intellectual Property Rights"	patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;
"Job"	means an individual job to be completed for a Customer, incorporating the Services;
"Personal Data"	any personal data (as defined in the DPA) which is subject to or intended to be subject to processing by WWL pursuant to instructions given by the Customer;
"Request"	means a request for the provision of Services, as set out in Clause 2.2;
"Quotation"	means a quotation provided by WWL to the Customer in relation to a Job, including details of the Fees and ability to meet a proposed Deadline for a particular Job and other details set out in this Agreement as described in Clause 2.2;
"Services"	means the services to be provided by WWL to the Customer, being the editing and proof reading services as detailed in this Agreement, as more particularly described in the Form;
"Term"	means the term of this Agreement as set out at Clause 3;
"Terms of Use"	means the terms of use policy for the Website, as set out on the Website from time to time;
"VAT"	value added tax chargeable under English law for the time being and any similar additional tax;
"Website"	means the website of WWL, accessed via the url address www.wefixenglish.com or any other url address of WWL applicable from time to time during the Term of this Agreement and as notified to the Customer by WWL.

1.2 Headings do not affect the interpretation of these Terms and Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The schedules and background form part of this Agreement and shall have effect as if set out in full in the body of these terms and conditions and any reference to this Agreement includes the schedules and background.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

APPLICATION OF CONDITIONS
1. 2.1 These Terms and Conditions shall:
  1. 2.1.1 apply to and be incorporated into the Agreement with the Customer for the provision of Services to the Customer by WWL, including all particular Jobs which the Customer asks WWL to complete throughout the Term of this Agreement; and
  2. 2.1.2 prevail over any inconsistent terms or conditions contained in, or referred to in any Customer order or request for the provision of Services, confirmation of any order placed by a Customer, any specification agreed between the parties for the provision of the Services, or implied by law, trade custom, practice or course of dealing.
2. 2.2 The Customer may submit a request for the provision of Services to WWL on the Website, setting out what level of Services it requires (as indicated on the Form), including any relevant Documents, requesting the Services to be performed within a requested Deadline for a particular Job (a "Request"). Such a Request shall be reviewed by WWL in order to assess whether the level of Service contained in the Request is suitable for the Documents submitted with the Request and WWL shall inform the Customer via e-mail that information is accessible on the Customer Secure Area on the Website of the recommended level of Service to be performed in connection with the Documents, WWL's ability to perform the Services in the requested Deadline and the Fees applicable to that particular Job ("Quotation").
3. 2.3 If the Customer agrees to the suggested level of Services, the suggested Deadline for completion of the Services and the Fees contained in the Quotation for a particular Job, the Customer shall notify WWL via the Customer Secure Area on the Website by clicking the button “Order Now” on the Order Now Page on the Website to confirm that it would like to proceed with that particular Job (an "Offer"). Such an Offer constitutes an offer by the Customer to purchase the provision of the Services for a particular Job. No Offer placed by the Customer shall be accepted by WWL other than by WWL issuing notification of its acceptance of the Offer for the provision of the Services to the Customer for a particular Job via e-mail that information is accessible on the Customer Secure Area on the Website ("Acceptance"). Once WWL has changed the status of a Job to 'Order in Progress' on the Website, a contract for the supply and purchase of those Services detailed in the Acceptance will be established subject to these Terms and Conditions.
COMMENCEMENT AND DURATION
1. 3.1 This Agreement between WWL and the Customer shall commence as follows:
  1. 3.1.1 Non-Corporate Account Customer If the Customer is not a Corporate Account Customer, the Agreement shall commence on the date the Customer submits the Form online via the Website to WWL and the Services shall be provided following WWL's acceptance of the Customer's Offer for the provision of the Services for a particular Job in accordance with Clause 2, and shall continue for as long as the Services for a particular Job are provided to the Customer in accordance with this Agreement. For the avoidance of doubt, if a Customer who is not a Corporate Account Customer wishes for further Services to be provided to it for a different Job, then the Customer must make a Request via the Website as detailed in Clause 2 of these Terms and Conditions, at which time a new commencement date for the Agreement to provide Services to the Customer for that different Job shall start as a new Job in accordance with Clause 2.
  2. 3.1.2 Corporate Account Customer If the Customer is a Corporate Account Customer, then the Agreement shall commence on the date the Corporate Account Customer’s application is accepted by WWL as notified to the Corporate Account Customer by e-mail and shall continue in full force and effect for an initial period of twelve (12) months, unless terminated in accordance with the terms of this Agreement ("Initial Term"). The Services supplied to the Corporate Account Customer by WWL under these Terms and Conditions shall continue to be provided by WWL to the Customer after the Initial Term unless the Agreement is terminated by either party giving to the other not less than thirty (30) days notice in writing, or unless terminated in accordance with Clause 11 ("the Term"). For the avoidance of doubt, a Corporate Account Customer shall place requests to be provided with the Services for a particular Job by submitting a Form online via the Website to WWL in accordance with this Agreement.
2. 3.2 The Services to be provided to a Customer under this Agreement shall be provided on the dates and times as agreed between the parties in accordance with Clause 2 of this Agreement. WWL hereby reserves the right to refuse to accept any Request and/or Offer made to it by a Customer for the provision of Services, in its entire discretion and without having to provide any explanation to the Customer as to its refusal.
SERVICES
1. 4.1 Upon the commencement of this Agreement in accordance with Clause 3, WWL shall issue to the Customer a username and password via e-mail for the Customer to access the Customer's individual Customer's Secure Area for accessing information relating to the Services on the Website. The Customer shall use the Website and the Customer's Secure Area in accordance with the Terms of Use of the Website and the terms of this Agreement.
2. 4.2 Once WWL has notified the Customer of its' Acceptance of the Customer's Offer for the provision of Services for a particular Job in accordance with Clause 2.3, then WWL shall provide the Services to the Customer for that particular Job in accordance with the terms of the Acceptance and these Terms and Conditions. Upon WWL confirming the status of a particular Job as 'Order Live', WWL shall provide the agreed level of Services within the Deadline agreed in the Acceptance and shall notify the Customer when the Services have been performed by changing the status of the Job on the Website to 'Order Fulfilled'. The Customer is responsible for checking the Customer Secure Area for notification of the change of status of a Job to 'Order Fulfilled' and WWL shall be deemed to have complied with its obligation for delivery of the Services to the Customer for a particular Job when WWL changes the status of the Job to 'Order Fulfilled'.
3. 4.3 Once a Job has been altered to 'Order Fulfilled', the Customer shall review the work through the Customer Secure Area. If the Customer has any queries with the work delivered, then the Customer shall be entitled to raise such queries with the Editor who has performed the Services for that particular Job via the Website and the Editor and the Customer shall not communicate by any other means. Once the Customer has confirmed that they are satisfied that the work has been carried out in accordance with the accepted Offer, or if the Customer has not corresponded with the Editor regarding the work for a period of seven (7) working days, then the Job shall be deemed to be complete and the Editor shall be entitled to change the status of the Job on the Website to "Order Complete". For the avoidance of doubt, if there are any outstanding queries relating to a Job between the Editor and the Customer which have not been resolved, then a Customer's non-communication for a period of seven (7) days shall not entitle the Editor to confirm that a Job is Completed until all outstanding queries raised by a Customer have been resolved.
4. 4.4 Once a Job is given the status "Order Complete" in accordance with Clause 4.3, the Editor agrees that, as part of the Services, it shall remain the Editor for any further queries relating to a particular Job that a Customer may have for a period of no less than six (6) months from the date of the Job being recorded with the status "Order Complete" ("the Post-Completion Period"). The Customer shall not be required to pay any additional fees to WWL for the Post-Completion Period, unless the Customer requests new Services to be provided in addition to those Services provided in the completed Job. If any new Services are to be requested by a Customer in the Post-Completion Period, then such new Services shall be considered as a new Request for Services and be dealt with in accordance with this Clause 4.
5. 4.5 WWL shall use all reasonable endeavours to fulfil a target Deadline date for a particular Job, however time is not of the essence as to the target Deadline date for fulfilment of a particular Job. If WWL anticipates that the target Deadline date cannot be achieved for a particular Job then WWL shall notify the Customer by e-mail of the new anticipated Deadline date for fulfilling a particular Job. If WWL has not fulfilled a new anticipated Deadline date for a particular Job, then the Customer has the right to either agree to a further extension of the Deadline date with WWL (such agreement to be confirmed by e-mail), or serve notice to WWL by e-mail that it requires a particular Job to be completed no later than seven (7) days from the date that the notification e-mail is sent to WWL (“Fulfilment Notice). If WWL does not fulfil a particular Job within the seven (7) day period set out in the Fulfilment Notice, then the Customer shall have the right to cancel the request for that particular Job by sending notice to WWL by e-mail (“Cancellation”). For the avoidance of doubt, Cancellation of a particular Job does not affect the Agreement for the provision of Services for any other Jobs to be performed by WWL on behalf of a Customer and does not entitle the Customer to a full refund of any Fees paid in connection with a Job which is the subject of a Cancellation. WWL shall be entitles to keep any proportion of pre-paid Fees, or invoice the Customer for any Fees to be charged to a Corporate Account Customer, for Services carried out up to the date of Cancellation.
OBLIGATIONS
1. 5.1 WWL shall use reasonable endeavours to provide the Services in accordance with these Terms and Conditions and with all reasonable care and skill.
2. 5.2 The Customer shall:
  1. 5.2.1 co-operate with WWL in all matters relating to the Services;
  2. 5.2.2 supply the Documents to WWL in order for WWL to provide the Services and keep a copy of the Documents submitted to WWL;
  3. 5.2.3 provide in a timely manner any changes to Documents required by WWL so that WWL can provide the Services for the correct Documents in accordance with these Terms and Conditions;
  4. 5.2.4 provide in a timely manner such information as WWL may request in order to provide the Services, and ensure that such information is accurate in all material respects;
  5. 5.2.5 be responsible (at its own cost) for having any necessary equipment and/or software and/or technical ability for WWL to be able to supply the Services to the Customer;
  6. 5.2.6 obtain any necessary consents, permissions and/or licences in relation to the Documents, information and/or materials submitted to WWL (including, but not limited to, any licences or permissions to use and Intellectual Property Rights contained in Documents or other information or materials) in order for WWL to perform the Services;
  7. 5.2.7 review the work following performance of the Services once a Job has been notified to the Customer as 'Order Fulfilled' in accordance with Clause 4.3 and be responsible for conducting a review of the work and notifying the Editor through the Customer Secure Area if the Customer has any concerns or queries relating to the work in the time periods specified in Clause 4.3;
  8. 5.2.8 notify WWL as soon as the Customer becomes aware of any issues which arise in relation to the Services or any problems in connection with a Job or an Editor with a view to dealing with any such issues in accordance with Clause 12 of this Agreement;
  9. 5.2.9 indemnify WWL against any loss, claims, costs, expenses, damages and fees (including legal fees) without limitation arising due to the content of the data, information and/or Documents being held on the Customer's behalf by WWL in connection with the Services; and
  10. 5.2.10 make payments to WWL for the Fees in accordance with the Agreement.
3. 5.3 The Customer shall not:
  1. 5.3.1 communicate with an Editor in any manner other than via the Website through the Customer's Secure Area, or provide an Editor with an e-mail address, mailing address or telephone number by means of which an Editor could contact the Customer;
  2. 5.3.2 agree for an Editor to perform the Services in any manner independently from WWL or otherwise than via the Website; or
  3. 5.3.3 without the prior written consent of WWL, at any time from the date of the Agreement to the expiry of twelve (12) months after the termination or expiry of this Agreement, solicit or entice away from WWL or employ or attempt to employ any person who is, or has been, engaged as an employee, sub-contractor or Editor of WWL.
4. 5.4 If the Customer is in breach of its obligations and/or restrictions contained in this Agreement, WWL shall be entitled to (depending on the severity of the breach and/or of the obligations or restriction breached, assessed in WWL's absolute discretion):
  1. 5.4.1 terminate this Agreement in whole or in part, or suspend the provision of the Services wholly or in relation to a particular Job, without liability;
  2. 5.4.2 refuse to accept any subsequent Requests for the provision of Services which a Customer attempts to make;
  3. 5.4.3 be indemnified by the Customer in relation to any loss, costs, claims and expenses incurred by WWL in relation to the Customer's breach.
FEES AND PAYMENT
1. 6.1 The Fees payable in connection with the Services exclude VAT, which shall be due and payable at the applicable rate.
2. 6.2 WWL shall be entitled to charge the Fees in accordance with the following:
  1. 6.2.1 Non-Corporate Account Customer If the Customer is not a Corporate Account Customer, the Customer shall pay the Fees to WWL at the time the Customer submits its Offer to WWL for the Services as set out in the Quotation of WWL via the Website in accordance with this Agreement.
  2. 6.2.2 Corporate Account Customer If the Customer is a Corporate Account Customer, then WWL shall raise an invoice for the provision of the Services for a particular Job once a Job has been confirmed as 'Order Fulfilled' on the Website, such invoice to be paid by the Customer to WWL within fourteen (14) days from the date of the invoice and paid by bank transfer to WWL's nominated bank account as notified to the Customer in writing.
3. 6.3 Without prejudice to any other right or remedy that WWL may have, if the Customer fails to pay the Fees to WWL on the due date, WWL may:
  1. 6.3.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. WWL may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
  2. 6.3.2 suspend all Services, including any Jobs that are in progress on behalf of a Customer, until payment of the Fees has been made in full.
4. 6.4 WWL may, without prejudice to any other rights it may have, set off any amount owing at any time to it by the Customer against any amount payable by WWL to the Customer under this Agreement.
INTELLECTUAL PROPERTY RIGHTS
1. 7.1 All Intellectual Property Rights and all other rights in the Website and the Services shall be owned by or licensed to WWL.
2. 7.2 The Customer acknowledges that no rights or licences are granted to the Customer in respect of any Intellectual Property Rights under the Agreement, unless specified in these Terms and Conditions.
3. 7.3 The parties acknowledge that the Customer shall supply Documents and other information to WWL in connection with the performance of the Services. The Customer shall remain the owner of the rights in the Documents, including all Intellectual Property Rights contained in the Documents, and hereby grants to WWL a licence for WWL to use the Documents and/or information and materials in connection with the performance of the Services, including (but not limited to) making amendments, alterations, additions and other changes to the Documents in the provision of the Services. The parties acknowledge that any amendments or alterations created by WWL, or its sub-contractors or Editors, in the provision of the Services shall not affect the Customer's ownership of the rights in the Documents, unless there is agreement to the contrary in writing signed by a representative for both parties.
CONFIDENTIALITY
1. 8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (including and any Intellectual Property Rights) that have been disclosed, or will be disclosed, to the Customer by WWL or its agents, sub-contractors or Editors, and any other confidential information concerning WWL's business or Services which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees as need to know it for the purpose of discharging the Customer's obligations to WWL, and shall ensure that such employees are subject to obligations of confidentiality corresponding to those which bind the Customer.
2. 8.2 This Clause 8 shall survive termination of the Agreement, however arising.
DATA PROTECTION
1. 9.1 WWL may be a Data Processor for the purposes of performing the Services, depending on the nature of the Documents and/or information provided by the Customer to WWL in connection with the Services. The Customer is a Data Controller of any such data. WWL would only be processing such data for the purposes of carrying out the provision of the Services and shall not be liable in any way as a Data Controller.
2. 9.2 WWL agrees to process all Personal Data only in accordance with the instructions of the Customer and in accordance with these Terms and Conditions and to take reasonable technical and organisational measures against unauthorised or unlawful processing of the Personal Data.
3. 9.3 The parties shall use all reasonable endeavours to comply with the DPA, and in particular the data protection principles set out therein, in connection with these Terms and Conditions.
4. 9.4 The Customer warrants that it has the necessary authority and permissions to transfer any Personal Data supplied to WWL under this Agreement for the purposes of performing the Services.
5. 9.5 The Customer shall indemnify WWL and keep WWL indemnified in respect of all loss, claims, costs, expenses, damages and fees (including legal fees) as a result of or in connection with any breach of Clause 9.4.
LIABILITY
1. 10.1 The following provisions set out the entire financial liability of WWL (including any liability for the acts or omissions of its employees, agents, sub-contractors and/or Editors) to the Customer in respect of:
  1. 10.1.1 any breach of the Agreement;
  2. 10.1.2 any use made by the Customer of the Services or any part of them; and
  3. 10.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
2. 10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
3. 10.3 Nothing in these Terms and Conditions excludes or limits the liability of either party:
  1. 10.3.1 for death or personal injury caused by that party's negligence; or
  2. 10.3.2 for fraud or fraudulent misrepresentation.
4. 10.4 Subject to Clause 10.2 and Clause 10.3:
  1. 10.4.1 WWL shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
    1. 10.4.1.1 loss of profits; or
    2. 10.4.1.2 loss of business; or
    3. 10.4.1.3 depletion of goodwill or similar losses; or
    4. 10.4.1.4 loss of anticipated savings; or
    5. 10.4.1.5 loss of goods; or
    6. 10.4.1.6 loss of contract; or
    7. 10.4.1.7 loss of use; or
    8. 10.4.1.8 loss or corruption of data or information; or
    9. 10.4.1.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
  2. 10.4.2 WWL's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Fees paid in connection with a particular Job to which the performance or non-performance of the Services relates.
5. 10.5 WWL shall not be liable in any way for any of the Documents, or the information contained therein, including (but not limited to) opinions of the Customer, or its employees, agents or contractors, contained in the Documents, particularly contents which may be deemed as plagiarising another work, or any contents which advocate or incite violence, obscenity, hatred or discrimination in contravention of international or national law, or any unlawful content, or contents that infringe any third party Intellectual Property Rights.
6. 10.6 If WWL’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, then WWL shall not be liable to pay the Customer for any direct or indirect losses suffered by the Customer for non-performance of the Services by WWL due to the Customer’s acts or omissions.
7. 10.7 WWL shall not be liable to the Customer if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of WWL or any 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, unforeseen technical problems, fire, flood, storm or default of suppliers or sub-contractors.
TERMINATION
1. 11.1 The Agreement between the parties shall continue for the Term as set out in Clause 3, subject to the provisions of this Clause 11.
2. 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
  1. 11.2.1 the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or
  2. 11.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
  3. 11.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
  4. 11.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
  5. 11.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
  6. 11.2.6 the other party ceases, or threatens to cease, to trade; or
  7. 11.2.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
3. 11.3 If the Agreement is terminated by WWL for reasons set out in Clause 11.2, then there shall be no refund on any amounts paid to WWL by the Customer for the Services, subject to any dispute on the provision of the Services being dealt with in accordance with the procedure at Clause 12 and any results flowing from such procedure. For the avoidance of doubt, if Customer is a Corporate Account Customer, then WWL shall be entitled to raise an invoice for all sums due and payable to WWL by the Customer under this Agreement if the Agreement is terminated by WWL for reasons set out in Clause 11.2.
4. 11.4 Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
5. 11.5 On termination of this Agreement for any reason:
  1. 11.5.1 WWL shall deliver to the Customer, within a reasonable time, any Personal Data, Documents and confidential information provided by the Customer to WWL for the purposes of performing the Services under this Agreement.
  2. 11.5.2 the Customer shall immediately deliver to WWL all materials, documents, communications and information (in whatever form) and all copies of information and data provided by WWL to the Customer (including Confidential Information and any relevant copies of Intellectual Property Rights of WWL, or any documentation or information relating to or belonging to WWL) for the purposes of this Agreement. The Customer shall certify to WWL that it has not retained any copies of any such materials, documents or other information or data; and
  3. 11.5.3 the Customer's login details for the Customer's Secure Area shall be immediately disabled.
DISPUTE RESOLUTION
1. 12.1 It is the intention of the parties to settle amicably by negotiation all disagreements and differences of opinion on matters of performance of the Services, procedure, management or matters relating to the Editor to a particular Job arising out of this Agreement. Accordingly, it is agreed that the procedure set out in Clause 12 shall be followed in relation to any matter of dispute between the parties concerning performance of the Services, procedure, management or matters relating to the Editor to a particular Job.
2. 12.2 In the event that any disagreement or difference of opinion arises out of this Agreement, the matter shall be disposed of as follows:
  1. 12.2.1 the Customer (or, if a registered company or limited liability partnership, an authorised manager of that registered company or limited liability partnership) and a director of WWL shall open good faith correspondence between the parties to attempt resolution. Should they not commence such communication within twenty-eight (28) days of the date on which either party opens correspondence to resolve the matter, or should they not be able to resolve the matter with thirty-six (36) days of first opening communications (or any longer period agreed in writing between the parties); then
  2. 12.2.2 the matter shall promptly be referred by either party to the Managing Director of the Customer and the Managing Director of WWL for immediate resolution. The Managing Director of both the Customer and WWL shall then open communications for a further period of twenty-eight (28) days, or such longer period as agreed between the parties in writing, to attempt to resolution;
  3. 12.2.3 if, within a further period of twenty-eight (28) days of the matter first having been referred to the Managing Directors under Clause 12.2.2 no agreement has been reached as to the matter in dispute, the parties will attempt to settle any such dispute by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than twenty-eight (28) days after the date of the ADR notice No party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay;
  4. 12.2.4 if no agreement has been reached as to the matter in dispute having been referred to mediation under Clause 12.2.3, the dispute resolution process shall be deemed to have been exhausted in respect of the matter in dispute, and each party shall be free to pursue the rights granted to it by this Agreement in respect of such matter without further reference to the dispute resolution process.
3. 12.3 For the avoidance of doubt, Clause 12 shall not prevent either party from seeking injunctive relief in the case of any breach or threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first-named party's Intellectual Property Rights.
WAIVER
A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
SEVERANCE
1. 14.1 If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. 14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
ENTIRE AGREEMENT
Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly set out in the Agreement.
VARIATION
No variation of this Agreement or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
ASSIGNMENT
1. 17.1 The Customer shall not, without the prior written consent of WWL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
2. 17.2 WWL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
THIRD PARTY RIGHTS
The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else under the provisions of the Contracts (Rights of Third Parties) Act 1999.
NOTICES
Notice given under this Agreement shall be by e-mail. A notice is deemed to have been received if the e-mail produces a delivery receipt. Emails shall be sent to WWL at admin@wefixenglish.com and to the Customer at the e-mail address notified to WWL by the Customer on the Form and/or Corporate Account Customer application. To prove service, it is sufficient to prove that, the e-mail has been received on the recipient’s server.
GOVERNING LAW AND JURISDICTION
1. 20.1 The Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of England and Wales.
2. 20.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement.

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