WordPack Terms & Conditions
Last updated 1 July 2020
1. Definitions and interpretation
1.1. In this Agreement, unless the context otherwise requires capitalised words shall have the meaning as defined below or elsewhere in the Agreement:
Agreement means (i) these terms and conditions, (ii) each schedule including the Wordpack Services Schedule, and (iii) the specific parts of the Wordpack website referred to in (i) and (ii). To the extent of any inconsistency or conflict, the components of this Agreement shall prevail in the following order (i), (ii) and (iii).
Automatic Upgrade means a Care Plan upgrade to the next level which will be triggered at the discretion of WildPress acting reasonably if WildPress is unable to meet your demands on your current Care Plan.
Business Day means a day which is not a Saturday, Sunday or bank holiday in Moldova.
Client, you, your means the party to this Agreement which is recipient of the Services.
Client Materials means any materials made available and created or owned by the Client and its licensors.
Commencement Date is the date when the Services are first provided.
Confidential Information means information disclosed by or on behalf of one party or its Group Company to the other party in connection with or in anticipation of this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. For the avoidance of doubt, this includes information about the Services, how they are provided and WildPress Tools. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.
Effective Date is the earlier of (i) entering into the Agreement, or (ii) the Commencement Date.
Fee means the annual or monthly fee per Web Property, excess fees set out in the “Pricing” section on the Wordpack Website and any other fees payable under this Agreement.
“Group Company” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party from time to time during the Term.
Intellectual Property Rights means all copyright, patent rights, trade or service marks, design right, rights in or relating to databases, rights in or relating to confidential information, and any other intellectual property rights (registered or unregistered) throughout the world including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.
Services means the WildPress Web Property maintenance services provided by WildPress as further described in the Wordpack Services Schedule.
Term means the period during which the Agreement is in full force and effect.
Care Plan means either the “Maintenance”, “Management+”, “Concierge” or “Custom Solutions” care plan purchased by the Client which includes different scope of Services as further described in the Wordpack Services Schedule and the “Care Plans” section on the Wordpack website.
Term means the period during which this Agreement is in full force and effect.
Third Party Services means any services including software provided to Client by a third party provider (i) either directly or (ii) through a sublicence from WildPress, including hosting services, backup services, plug ins, security tools, and other services, but excluding any Services provided by our subcontractors.
Web Property means the website and other web content in relation to which Services are provided which is based on the WordPress system.
WildPress, we, us, our means WildPress S.R.L. incorporated in Moldova with registration number 1019600031847.
WildPress Tools means any tools, plugins and other materials made available and created or owned by WildPress and its licensors in connection with the Services, but excluding any Third Party Services.
Wordpack Services Schedule means the schedule provided by WildPress from time to time in accordance with clause 14.6 which sets out the service levels and which is a part of this Agreement.
Wordpack Website means wordpack.co and any other website notified by WildPress from time to time.
1.2. In this Agreement, unless the context otherwise requires:
1.2.1. any singular will include the plural and vice versa;
1.2.2. the clause headings shall not affect the construction or interpretation of the clause to which they refer;
1.2.3. the words “include” and “including” will not limit the generality of any words preceding them; and
1.2.4. any reference to a statute will be a reference to it as amended from time to time.
This is the only Agreement upon which the Services are provided. The parties agree that if other terms are presented by the Client, this Agreement shall prevail.
3.1. Subject to clause 5, Wildpress will provide the Services:
3.1.1. with reasonable care and skill;
3.1.2. by means of appropriately qualified and skilled personnel; and
3.1.3. we will use reasonable endeavours to ensure that the Services are in all material respects compliant with the WordPack Services Schedule.
3.2. Wildpress will use reasonable endeavours to complete tasks within the agreed timelines however, unless otherwise agreed in writing, time is not of the essence.
3.3. Wildpress may make certain best practice recommendations in connection with the Services. However, the Client will evaluate and accept or reject such recommendations at its own risk and nothing in the Services or any communication shall be construed or be relied on as advice.
3.4. Wildpress will use reasonable care and skill in facilitating Third Party Services but it will not be responsible for Third Party Services. Wildpress will endeavour to provide a complete list of Third Party Services sublicensed by Wildpress to you together with the underlying third party terms and conditions which you must comply with (e.g. Cloudways).
3.5. You acknowledge that we may instruct a provider of Third Party Services on your behalf to the extent necessary to provide the Services requested by you.
3.6. Wildpress will give you prior notice about any Automatic Upgrade and you will become responsible for the payment of the Fees in respect of the new Care Plan at prevailing rates.
3.7. Subject to clause 28, except as expressly set out in this Agreement, no conditions, warranties or other terms apply to the Services or to anything provided under this Agreement. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any particular purpose will apply to anything provided under this Agreement. Also, it is not a term of this Agreement that the Services will be entirely uninterrupted or entirely error-free.
4.1. If either warranty in clause 3.1.1 or 3.1.2 is breached, the Client will tell Wildpress as soon as is reasonably possible. The Client must give Wildpress a reasonable time to fix the problem and (if necessary) to re-perform the relevant Services. Unless clause 9.2.1. applies, the Fees will remain payable.
4.2. If Services are persistently provided in breach of clause 3.1.3. over a period of any one calendar month, then provided that a successful claim is made in accordance with the Wordpack Services Schedule, the Client may be entitled to a discount on its next invoice, as determined by Wildpress acting reasonably.
4.3. Subject to clause 2, the parties agree that upon Wildpress providing a remedy under clause 4, the Client waives any rights or remedies at law or in contract in respect of the relevant breach.
4. Client obligations
4.1. Client shall promptly provide:
4.1.1. all details of the Web Property necessary for Wildpress to perform its obligations under this Agreement;
4.1.2. all materials, information, access and assistance that would reasonably be provided to receive the Services, including procuring reasonable co-operation by the Client’s staff, subcontractors and the providers of Third Party Services; and
4.1.3. such materials, information, access and assistance as Wildpress may reasonably request from time to time to perform its obligations under this Agreement.
4.2. Client represents and warrants on a continuous basis that it shall:
4.2.1. perform its obligations under this Agreement with reasonable care and skill;
4.2.2. comply with applicable law;
4.2.3. operate the Web Property in compliance with applicable law, its contractual obligations and without infringing third party rights;
4.2.4. evaluate our recommendations at Client’s own risk;
4.2.5. communicate Services complaints only through the channels designated by Wildpress;
4.2.6. maintain and manage its relationship with each provider of Third Party Services, renew licences, make timely payments, and comply with its contractual obligations;
4.2.7. comply with the terms imposed on Wildpress and the reasonable instructions from Wildpress in relation to any Third Party Services sublicensed by Wildpress to the Client and stop using such Third Party Services upon termination of this Agreement or earlier reasonable prior notice from Wildpress;
4.2.8. hold all necessary permissions and consents from the relevant third party and comply with all security and authentication requirements, required for the Client to allow Wildpress to use the Client’s relevant log-in credentials and access the relevant Third Party Services on its behalf;
4.2.9. reasonably ensure that all information provided to Wildpress is correct and accurate;
4.2.10. not knowingly do anything which could bring Wildpress in disrepute; and
4.2.11. not put Wildpress in breach of applicable law, third party rights or contract and take responsibility for any complaints of the Client’s website visitors, users, customers, prospects or the providers of Third Party Services, save to the extent caused by a breach of this Agreement by Wildpress.
5. Fees and Payment
5.1. Wildpress will provide the Services subject to the Client’s timely payment of all Fees and expenses.
5.2. Wildpress may invoice the Client for any Fees and expenses as soon as they become due, including following an Automatic Upgrade. Fees can be paid annually in advance or, where agreed by Wildpress, monthly in advance.
5.3. The first Fee is due on or before the Effective Date. Any excess Fees and the expenses in respect of any pre-agreed items or deliverables will be payable within 7 days of invoice date.
5.4. All payments due to Wildpress will be in Euros and will be paid by the Client to Wildpress in full without any set-off, counterclaim or deduction using the payment platform accessible on the Wordpack Website.
5.5. Except for Fees that the Client successfully disputes, Wildpress may charge interest at the rate of 5% per annum above the Bank of England base rate from time to time, from the due date until the date of actual payment, whether before or after judgment, on any amount which is overdue.
5.6. Unless expressly stated otherwise, all Fees are exclusive of VAT or other applicable taxes, which will, where applicable, be chargeable in addition.
5.7. If the Client wishes to dispute any invoice it must do so within 7 days of invoice date, following which, the invoice will be deemed accepted and payable by the Client.
6. Exclusions and limitations
6.1. Nothing in this Agreement will exclude or limit either party’s liability:
6.1.1. for death or personal injury caused by its negligence or the negligence of its employees or agents;
6.1.2. for fraudulent misrepresentation;
6.1.3. for breach of confidentiality under clause 7;
6.1.4. under an indemnity in this Agreement;
6.1.5. that cannot be excluded at law; or
6.1.6. for the payment of any sums properly due in the normal course of performance of this Agreement.
6.2. Subject to clause 2:
6.2.1. neither party shall be liable (whether for breach of contract, negligence, misrepresentation or for any other reason) for any indirect, consequential or special loss or damage; and
6.2.2. Wildpress shall not be liable for any:
18.104.22.168 loss of revenue or profits;
22.214.171.124. loss of business opportunity, contract or anticipated saving;
126.96.36.199. harm to reputation or loss of goodwill;
188.8.131.52. loss, damage or any claim arising under or in connection with any Third Party Services; or
184.108.40.206. destruction, loss or corruption of data but excluding Client Personal Data.
6.3. Subject to clauses 4.3, 2, 6.2, and 42.1, the maximum liability of Wildpress under the Agreement (and whether the liability arises because of breach of contract, negligence, misrepresentation or for any other reason) shall be limited to the greater of:
6.3.1. 100% of the total amount paid to Wildpress under the Agreement in the 12 months immediately preceding the calendar month in which the claim arose; and
6.4. Subject to clauses 2, 6.2 and 6.3, where a breach of this Agreement is due to a subcontractor providing Services on non-negotiable standard terms, Wildpress’ liability to Client in respect of such breach shall not exceed the liability of the subcontractor to Wildpress under its non-negotiable standard terms.
6.5. Any claim by the Client against Wildpress for any loss or damage however arising in connection with this Agreement must be made within the earlier of (i) one year of the end of Term; or (ii) one year of the cause of action accruing, and any claim not made within this period is absolutely barred.
7.1. The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, employees or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential and as set out in clause 6.5.
7.2. The recipient will ensure that those permitted recipients: (a) use such Confidential Information only as is necessary in connection with the recipient’s exercise of rights and fulfilment of obligations under this Agreement, and (b) keep such Confidential Information confidential.
7.3. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if giving such notice is legally permissible; such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
7.4. For the avoidance of doubt, these obligations of confidentiality only apply to the subject matter of this Agreement and are not intended to supersede or replace any prior confidentiality agreements executed between the parties.
8. Data Protection
8.1. Each party will comply with its obligations under applicable data protection laws.
8.2. The parties will comply with their respective obligations under Schedule 1 in relation to Client Personal Data (as defined in the Schedule).
9. Term and termination
9.1. The Agreement will commence on the Effective Date and, unless terminated earlier in accordance with its terms, will continue until terminated by either party providing the other with at least 30 days’ prior written notice.
9.2. Either party may terminate this Agreement immediately by notice to the other party if:
9.2.1. the other materially breaches any term of the Agreement and it is not possible to remedy that breach; or
9.2.2. the other materially breaches any term of the Agreement and it is possible to remedy that breach, but the other fails to do so within 7 days of being asked to do so.
9.2.3. Wildpress may acting reasonably and providing reasonable advance notice where possible suspend the Services or Third Party Services by notice to the Client with immediate effect without liability if:
9.2.4. the Client fails to pay any sums due under the Agreement by the due date; or
9.2.5. Wildpress reasonably suspects a breach by the Client of clause 4.2,
until such time as the breach or suspected breach is reasonably remedied by Client.
9.3. Either party may terminate the Agreement immediately by notice to the other party if in respect of the other party any of the following events occur:
9.3.1. it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment;
9.3.2. a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law save where such resolution is made in the context of an internal solvent restructure or reorganisation of its group;
9.3.3. any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;
9.3.4. any event analogous to the events listed in clauses 9.3.1 to 9.3.3 above takes place in respect of it in any jurisdiction.
10. Consequences of termination
10.1. Upon the termination of this Agreement for any reason:
10.1.1. all rights and licenses granted by each party will cease immediately save for any licenses granted to Wildpress which will survive for a reasonable period to allow Wildpress to complete any agreed exit management Services and remove any materials licensed under clause 14.4;
10.1.2. Wildpress may immediately cease provision of the Services provided under the Agreement save for any agreed exit management Services;
10.1.3. Client shall pay without delay any invoices provided by Wildpress for Fees and expenses relating to the Services incurred up to the termination of the Agreement which shall continue until completion of the exit management Services;
10.1.4. each party shall return to the other any confidential information provided by the other or (at the other’s option) destroy it and confirm in writing that this has been done, subject to provisions relating to Client Personal Data in Schedule 1; and
10.1.5. if requested to do so by the Client, Wildpress shall use its reasonable endeavours to provide to the Client exit management Services subject such Fees and expenses as may be agreed between the parties or, if not agreed, to be chargeable in accordance with clause 5.2.
10.2. Any accrued rights or liabilities which either party may have at the time of termination and clauses 4.2.11, 5, 7, 11, 11.3.2, 12.3.5, 13.1.3 and Schedule 1 of this Agreement and of any other clauses which under their terms or by implication ought to survive, will survive the expiration or termination of this Agreement.
11. Intellectual Property Rights
11.1. Except to the extent expressly stated otherwise in this Agreement, neither party will acquire any right, title, or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors.
11.2. For the duration of the Term (and thereafter subject to clause 10.1.1) the Client grants to Wildpress and its Group Companies a worldwide, non-exclusive, irrevocable during the Term and royalty-free licence (with the right sublicense to Group Companies, providers of Third Party Services and subcontractors of Wildpress) to (a) use the Client Materials for the purposes of providing the Services; (b) host, store, copy, distribute, perform, display, and otherwise use the Client Materials or any part of it in connection with the Services; (c) enhance, modify, adapt, develop, create derivative or new works based on or derived from the Client Materials or any part of them; (d) use the Materials or any part of them in combination with any other content; (f) extract data from the Client Materials. Wildpress will not distribute the Client Materials to its Group Companies or subcontractors other than in connection with the Services.
11.3. Wildpress grants the Client a non-exclusive, non-transferrable, revocable, royalty free licence throughout the world during the Term:
11.3.1. to use Wildpress Tools to the extent that this is necessary to enable the Client’s use of the relevant Services, subject to instructions and restrictions communicated by Wildpress from time to time; and
11.3.2. to use Third Party Services sublicensed by Wildpress to Client subject to the Client’s compliance with third party terms and instructions and restrictions communicated by Wildpress from time to time.
11.4. The Client acknowledges that any deliverables produced by Wildpress may be subject to publication under open source software licences.
11.5. Neither party will acquire any Intellectual Property Rights in any Third Party Services.
11.6. Subject to the obligations of confidentiality in clause 7, nothing in this clause 11 will prevent Wildpress from using or re-using in the course of its business any know-how, techniques, methods of general business, technical knowledge used or developed in the course of providing the Services, provided that Wildpress will not attempt to memorise or make any specific written records of the Client’s confidential information for these purposes.
12.1. Each party shall hold harmless and indemnify the other against any loss or damage suffered or incurred by the other as a result of any claim by a third party that the use by the other party in accordance with this Agreement of, as the case may be, the Client Materials or Wildpress Tools, infringes the Intellectual Property Rights of any third party.
12.2. Client shall indemnify Wildpress against any loss or damage suffered or incurred by Wildpress or its Group Companies as a result of or in connection with any breach by the Client of clause 4.2.3, 4.2.1, 4.2.4, 4.2.6, 4.2.7 or 4.2.10, save to the extent such loss or damage is caused by Wildpress or its Group Companies.
12.3. In relation to any claim to which an indemnity in this clause 12 relates, the indemnified party shall:
12.3.1. notify the indemnifying party as soon as is reasonably practicable of the loss, damage or claim and provide the indemnifying party with reasonable information;
12.3.2. make no admission to the claim without the prior consent of the indemnifying party;
12.3.3. give the indemnifying party full control and sole authority over the defense and settlement of such claim, provided that, the indemnifying party will not settle any claim that materially prejudices the indemnified party without its prior written consent;
12.3.4. allow the indemnified party on request to join in the defence of the claim with counsel of its choice at its own expense; and
12.3.5. reasonably mitigate the loss and damage and reasonably co-operate and assist with the indemnifying party’s defence of the claim.
13. Dispute resolution procedure
13.1. In the event of any dispute between the parties:
13.1.1. the directors of each party will discuss within 14 days of either party’s written request to do so, to attempt to resolve the dispute in good faith;
13.1.2. if the dispute is not wholly resolved during that discussion, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Each party shall give notice in writing (“ADR notice”) to the other party, referring the dispute to mediation, with a copy to CEDR. Unless otherwise agreed, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 14 days after the date of the first ADR notice; and
13.1.3. if after 20 Business Days from the start of mediation the dispute remains unresolved, then the dispute resolution procedure will be treated as having failed and as at an end.
13.2. 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 in accordance with this clause 13, provided that no party shall be prevented from seeking from a court of competent jurisdiction an injunction or other relief to protect Intellectual Property Rights.
14. Other terms
14.1. The Client must not assign, licence, subcontract or otherwise transfer its rights, liabilities and/or obligations under this Agreement, in whole or in part, without the prior written consent of Wildpress; such consent not to be unreasonably withheld.
14.2. The subcontracting party remains fully liable for each act or omission of its subcontractor.
14.3. Neither party will be liable to the other for any breach of this Agreement which arises because of any circumstances which that party cannot reasonably be expected to control.
14.4. After the first 30 days of the Term Wildpress may use the Client’s brand and any statement made about the Services for promotional purposes on its website and, subject to prior consent, in other media.
14.5. Except to the extent that this Agreement expressly says otherwise, nothing in this Agreement shall create a partnership between the parties or give the rights of a partner to either party.
14.6. Wildpress may vary the terms of the Agreement upon 30 days’ prior notice at any time provided that it shall not materially decrease the scope of Services without Client’s prior consent. Without prejudice to clause 3.1.2, if the Client does not agree to the variation, it may terminate the Agreement upon 30 days’ prior notice to Wildpress provided that such notice is served no later than within 30 days of the variation notice.
14.7. Neither the Client nor its Group Company shall during the Term and for a period of 12 months thereafter engage any person for a purpose similar to or related to the Services who is or was six months prior to the end of Term employed or engaged by Wildpress in connection with the provision of the Services; in either case otherwise than in a junior administrative or secretarial capacity.
14.8. All notices and consents relating to this Agreement must be in writing. All variations to this Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.
14.9. Subject to clause 6.1.2, this Agreement (as amended in accordance with its terms) sets out all of the terms that have been agreed between the parties and supersedes all previous or contemporaneous agreements between the parties in relation to its subject matter. In entering into this Agreement (as amended in accordance with its terms) neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.
14.10. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
14.11. Export Control. The Client will comply with all applicable export control and sanctions laws and regulations.
14.12. Compliance with Anti-Bribery Laws. In performance of its obligations under this Agreement, the Client will comply with all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“Anti-Bribery Laws”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, the Client will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.
14.13. This Agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning this Agreement.
Schedule 1 - Data Processing Terms
15.1. The following terms shall have the following meaning:
“Data Protection Legislation” means the data protection laws applicable to the processing of personal data in connection with the Services, including, where applicable, the General Data Protection Regulation or other applicable data privacy laws of any other relevant jurisdiction, in each case as amended from time to time.
The terms “personal data”, “process(ing)”, “data subject”, “personal data breach” “controller”, and “processor” shall have the meaning given to them in the applicable Data Protection Legislation which, however, shall be limited to the extent they relate to the processing of Client Personal Data.
“Client Personal Data” means the personal data processed in connection with the Services by Wildpress as processor on behalf of Client and its Group Companies as controllers, as further described in the Services Schedule (Details of data processing).
15.2. Each party shall comply with Data Protection Legislation. This Schedule 1 shall apply where required under applicable Data Protection Legislation.
15.3. The parties acknowledge that under this Agreement:
15.3.1. Client is the controller in relation to Client Personal Data; and
15.3.2. Wildpress is a processor in relation to Client Personal Data.
15.4. In relation to its processing of Client Personal Data during the Term, save as otherwise provided by law, Wildpress agrees to:
15.4.1. process personal data only as required in connection with the Services in accordance with the Client’s documented lawful instructions reasonably given in the context of the Services from time to time, and inform the Client if, in Wildpress’ opinion, an instruction infringes the Data Protection Legislation;
15.4.2. implement appropriate technical and organisational measures to appropriately safeguard Client Personal Data having regard to the nature of Client Personal Data which is to be protected and the risk of harm which might result from any personal data breach as required under Data Protection Legislation and Wildpress policies;
15.4.3. notify the Client without undue delay if it becomes aware of a personal data breach. Where practicable, Wildpress will provide phased notifications as information becomes available. Wildpress will investigate the personal data breach and take reasonable action to identify, prevent and mitigate the effects of the personal data breach caused by Wildpress. At the Client’s expense, Wildpress will take such further action as the Client may reasonably request to comply with Data Protection Legislation;
15.4.4. inform without undue delay the Client of any data subject requests under Data Protection Legislation or regulatory or law enforcement requests relating to Client Personal Data. Wildpress may acknowledge each data subject access request. Where agreed, Wildpress may, at Client’s expense, respond to the subject access request on Client’s behalf;
15.4.5. not transfer any Client Personal Data outside the Client’s territory except where required by law or to a Subprocessor (as defined below) appointed in accordance with paragraph 85.1 of this Schedule 1 and subject to implementing appropriate safeguards as required by law, such as, where applicable, executing European standard contractual clauses with the recipient;
15.4.6. ensure that persons authorised to process Client Personal Data have committed themselves to confidentiality;
15.4.7. provide such assistance as the Client may reasonably require in order to ensure the Client’s compliance with Data Protection Legislation in relation to data security, data breach notifications, data protection impact assessments and prior consultations with the Information Commissioner’s Office;
15.4.8. assist the Client in complying with its obligations under the Data Protection Legislation by making available to the Client the information necessary to demonstrate its compliance with the Data Protection Legislation and allowing for and contributing to audits and inspections carried out by an independent third party, as the parties may agree from time to time; and
15.4.9. delete or return all Client Personal Data to the Client after the end of the provision of Services with data from backup to be deleted at the end of the relevant backup cycle. Wildpress may delete or destroy any Client Personal Data that are no longer needed in order to provide the Services.
15.5. Wildpress is authorised to engage subcontractors to process Client Personal Data (each a “Subprocessor”) subject to paragraph 85.2 of this Schedule 1.
15.6. When engaging a Subprocessor, Wildpress will:
15.6.1. carry out reasonable due diligence;
15.6.2. enter into a contract on terms, as far as practicable, same as those in this Schedule 1, and which may include European standard contractual clauses to provide adequate safeguards with respect to the processing of Client Personal Data. However, where the Subprocessor provides services on non-negotiable terms, then, notwithstanding anything to the contrary in this Agreement, Wildpress may accept such terms. Wildpress will on request, subject to confidentiality, provide a copy of such terms to Client and both parties agree to comply with such terms. Wildpress’ liability to Client in respect of data protection obligations of such Subprocessor shall be limited in the same way as that of the Subprocessor under its non-negotiable terms; and
15.6.3. inform the Client of any intended changes concerning the addition or replacement of a Subprocessor from time to time. If the Client objects to any such change on reasonable grounds, then acting in good faith the parties will work together to resolve such objection. If they are unable to resolve the objection, Wildpress may terminate the Agreement without liability by notice with immediate effect.
15.7. Client shall promptly provide such assistance as Wildpress may reasonably require in order to comply with its data protection and security obligations under this Agreement.
15.8. Client warrants and represents on a continuous basis that its instructions under this Schedule 1 will not put Wildpress or any Subprocessor in breach of the law and that it and its agents will not deliberately do or omit to do anything which may put Wildpress or any Subprocessor in such breach.
15.9. The Client shall pay to Wildpress within 7 days of invoice date any costs and expenses including without limitation reasonable attorney fees and the cost of preparing and sending correspondence incurred by Wildpress and/or companies in Wildpress’ Group in connection with carrying out duties at the Client’s expense under this Schedule 1.
15.10. Save as otherwise required by law, the Client may not publish any filing, communication, notice, press release, or report concerning any personal data breach involving Wildpress without Wildpress’ prior written approval; such approval shall not be unreasonably withheld.
15.11. Any Client request that, acting reasonably, Wildpress believes is disproportionate, taking into account the context of the Services and the parties’ obligations under Data Protection Legislation, will be subject to a prior discussion between the parties in good faith and an agreement on the scope of services required and, where applicable, the payment of reasonable Fees and expenses.
15.12. Apart from the Client and Wildpress or their successors no other party shall have any rights under this Schedule.
15.13. In addition to any exclusion and limitation of liability under clause 6 of the Agreement, Wildpress shall not be liable under Data Protection Legislation or this Schedule 1 to the extent any loss or damage is caused or contributed to by Client, its Group Companies, Third Party Services providers, subcontractors or agents.