Terms & Conditions

1. Definitions

In these Terms & Conditions ("Terms"), the following definitions apply unless the context requires otherwise:

• "Provider", "we", "us", "our" means Wolnik Systems, operating under the laws of England & Wales.
• "Client", "Customer", "you", "your" means the individual, company, or legal entity engaging the Provider for Services and/or acquiring Products.
• "Services" means consultancy, engineering, integration, implementation, process optimisation, support, maintenance and any other professional services provided under a Statement of Work or other written agreement.
• "Products" or "Software Products" means any software, application, tool, digital product, SaaS platform, mobile application, or other deliverable made available by the Provider for licence, purchase, subscription, or download, whether via this website, third-party marketplaces (including Apple App Store, Google Play, or other distribution channels), or direct delivery.
• "SOW" means a Statement of Work, proposal, order form, or other written document defining the scope, deliverables, fees, timeline and terms of an engagement.
• "Deliverables" means any output, work product, report, software, configuration, documentation, or material produced by the Provider in the course of performing Services.
• "Website" means the website located at https://wolniksystems.co.uk and all associated subdomains.
• "Intellectual Property" or "IP" means patents, trademarks, service marks, trade names, domain names, copyrights, moral rights, database rights, design rights, rights in know-how, trade secrets, inventions and all other intellectual property rights, whether registered or unregistered.
• "Confidential Information" means any information disclosed by either party that is marked as confidential or that would reasonably be understood to be confidential, including business plans, pricing, technical data, source code, client lists and financial information.
• "End User" means any individual, company, partnership, organisation, or other legal entity that accesses or uses a Product, whether directly or through the Client.
• "Subscription" means a recurring arrangement under which the Client pays periodic fees for access to or use of a Product or Service.
• "Consumer" means any individual who enters into a contract with the Provider, purchases a Product, or uses the Website wholly or mainly outside their trade, business, craft or profession, as defined in the Consumer Rights Act 2015.

2. About Us

Wolnik Systems is an engineering-led consultancy and software provider delivering solutions across systems, software, processes and infrastructure. We also develop, publish and sell software products through our website, mobile app stores and other distribution channels.

3. Acceptance of Terms

By accessing or using the Website, engaging the Provider for Services, or purchasing, downloading, installing, or using any Product, you confirm that you have read, understood and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, you must not use the Website, Services, or Products.

Where a signed SOW or separate written agreement exists, its terms shall prevail over these Terms to the extent of any conflict. These Terms apply to all matters not expressly addressed in such agreement.

If you are a Consumer, you have additional statutory rights under the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and other applicable consumer protection legislation. Nothing in these Terms is intended to limit or exclude those rights. In the event of any conflict between these Terms and your statutory consumer rights, your statutory rights prevail.

4. Website Use

You may use the Website for lawful purposes only. You must not:

• Use the Website in any way that breaches applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Website, server, or connected systems.
• Use automated tools (bots, scrapers, crawlers) to extract data or content without prior written consent.
• Transmit malicious code, viruses, or harmful data.
• Interfere with or disrupt the Website or its infrastructure.
• Reproduce, distribute, modify, or create derivative works from Website content without written permission.
• Impersonate any person or entity, or misrepresent your affiliation.

We reserve the right to restrict or terminate access to the Website at our sole discretion, without notice or liability.

5. Consultancy Services

5.1 Scope & SOW

Services are defined by a SOW or equivalent written agreement. These Terms apply to all engagements unless a signed agreement specifies otherwise. Work will be performed in accordance with the SOW and any applicable industry standards.

5.2 Client Obligations

The Client shall:

• provide timely access to relevant systems, data, personnel and facilities;
• supply accurate and complete information;
• make decisions and provide approvals promptly;
• ensure compliance with its own legal and regulatory obligations.

Delays caused by the Client may result in revised timelines and additional fees.

5.3 Change Control

Any changes to scope, deliverables, timeline, or requirements must be requested in writing and agreed by both parties before work begins. Change requests may result in adjusted fees, timelines and deliverables. The Provider will document change requests and obtain Client approval before proceeding.

5.4 Acceptance of Deliverables

Unless a different acceptance procedure is agreed in the SOW, Deliverables are deemed accepted five (5) business days after delivery unless the Client notifies the Provider in writing of specific, material non-conformance with the agreed SOW specification. The Provider shall use reasonable efforts to remedy confirmed non-conformances.

5.5 Subcontracting

The Provider may engage subcontractors or third-party specialists to assist in delivering Services. The Provider remains responsible for the performance of its obligations under the SOW.

6. Software Products & Licences

6.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, the Provider grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Product solely for your internal business or personal purposes, as specified in the applicable order, subscription, or product documentation. No ownership rights in the Product are transferred to you.

6.2 Licence Restrictions

Unless expressly permitted in writing, you shall not:

• Copy, modify, adapt, translate, or create derivative works of any Product.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code.
• Sublicence, rent, lease, lend, sell, redistribute, or make the Product available to third parties.
• Remove, alter, or obscure any proprietary notices, labels, or markings.
• Use the Product to develop a competing product or service.
• Use the Product in violation of any applicable law or regulation.
• Exceed any usage limits, user counts, or capacity restrictions specified in the applicable licence or subscription.

6.3 SaaS & Subscriptions

Where a Product is provided as a service (SaaS) or on a subscription basis:

• access is contingent on payment of the applicable subscription fees;
• the Provider may update, modify, or discontinue features with reasonable notice;
• the Provider shall use commercially reasonable efforts to maintain availability but does not guarantee uninterrupted access;
• service-level commitments, if any, are set out in the applicable SLA or product documentation.

6.4 Free Trials & Beta Products

Products offered as free trials, beta, or pre-release are provided "as is" and "as available" without warranty of any kind. The Provider may modify, suspend, or discontinue such products at any time without notice or liability. Data entered during a trial or beta period may not be preserved. If you are a Consumer, the above does not affect any statutory rights you have in relation to digital content under the Consumer Rights Act 2015.

6.5 Updates & Support

Updates, patches and bug fixes may be provided at the Provider's discretion. Unless otherwise agreed in writing, the Provider is not obligated to provide updates, support, or maintenance for any Product. Where a support agreement exists, its terms apply.

7. Mobile Applications

Where Products are distributed via the Apple App Store, Google Play, or other third-party platforms ("App Stores"), the following additional terms apply:

• The licence granted is limited to use on devices you own or control, in accordance with the App Store usage rules.
• The App Store provider (Apple, Google, or other) is not a party to these Terms and has no obligation to provide maintenance, support, or warranty for the Product.
• In the event of any failure to conform to an applicable warranty, you may notify the App Store provider for a refund of the purchase price (if any); the App Store provider has no other warranty obligation.
• The Provider, not the App Store provider, is responsible for addressing any claims relating to the Product, including product liability, consumer protection and intellectual property infringement claims.
• You represent that you are not located in a country subject to a UK or US government embargo or designated as a 'terrorist supporting' country and that you are not on any government list of prohibited or restricted parties.
• The App Store provider and its subsidiaries are third-party beneficiaries of these Terms and may enforce them directly.
• You must comply with any applicable third-party terms of service when using the Product (e.g. wireless data service terms).

8. Orders, Fees & Payment

8.1 Fees

All fees are as set out in the applicable SOW, order form, product listing, subscription plan, or invoice. Fees are exclusive of VAT and any other applicable taxes, which shall be charged in addition where required by law.

8.2 Payment Terms

Invoices are due within seven (7) days of issue unless otherwise agreed in writing. Payment must be made in the currency stated on the invoice by bank transfer or such other method as agreed. Time for payment is of the essence.

8.3 Late Payment

Where the Client is a business, late payment may attract interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, together with any fixed-sum compensation and reasonable debt recovery costs. Where the Client is a Consumer, the Provider reserves the right to charge statutory interest at 8% per annum above the Bank of England base rate under section 69 of the County Courts Act 1984. The Provider reserves the right to suspend Services or access to Products until outstanding amounts are paid in full.

8.4 Refunds

Fees for Services rendered, time and materials consumed and committed costs are non-refundable. For Products purchased through an App Store, refund requests are subject to the applicable App Store provider's refund policy. For Products purchased directly from the Provider, refund requests are handled at the Provider's sole discretion and must be submitted within fourteen (14) days of purchase, provided the Product has not been materially used.

If you are a Consumer purchasing a Product or Service under a distance contract (including online), you have a statutory right to cancel within fourteen (14) calendar days of entering into the contract without giving any reason (the 'Cancellation Period'), under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To exercise this right, notify us via the contact form before the Cancellation Period expires. If you request that a Service begins during the Cancellation Period and then cancel, you remain liable for a proportionate payment for Services provided up to the point of cancellation. Where the Product is digital content (software, application, or download delivered electronically), by proceeding with purchase you acknowledge that supply begins immediately on payment and you expressly consent to this immediate supply — by doing so you waive your right to cancel under the Regulations once download or access has begun. This waiver does not affect your statutory rights regarding defective digital content under the Consumer Rights Act 2015.

Consumer rights under applicable law are not affected.

8.5 Price Changes

The Provider may adjust pricing for Products and Subscriptions at any time. For existing Subscriptions, price changes take effect at the start of the next renewal period following thirty (30) days' written notice. Continued use after the new pricing takes effect constitutes acceptance. If you are a Consumer and do not accept a price change, you may cancel your Subscription before the new price takes effect without penalty and will receive a refund of any prepaid fees for the unused portion of the current billing period.

9. Intellectual Property

9.1 Provider IP

The Provider retains all rights, title and interest in and to:

• pre-existing and background IP, tools, methodologies, frameworks, templates and know-how;
• all Products, including source code, object code, APIs, databases, documentation and related materials;
• the Website and all its content, design and functionality.

Nothing in these Terms transfers ownership of the Provider's IP to the Client.

9.2 Custom Deliverables

Unless otherwise expressly agreed in writing in the applicable SOW, the Provider retains ownership of all custom Deliverables. The Client receives a perpetual, non-exclusive, non-transferable licence to use the Deliverables for the purpose described in the SOW. Where assignment of custom Deliverables is agreed, it applies only to the bespoke elements and does not extend to the Provider's pre-existing IP, tools, or reusable components.

9.3 Client Materials

The Client retains ownership of all materials, data and content provided to the Provider. The Client grants the Provider a non-exclusive licence to use such materials solely for the purpose of performing the Services.

9.4 Feedback

If you provide suggestions, ideas, feedback, or recommendations regarding any Product or Service, you grant the Provider an unrestricted, irrevocable, perpetual, royalty-free licence to use, modify and incorporate such feedback without attribution or compensation.

9.5 Portfolio & Reference Rights

Unless the Client objects in writing, the Provider may reference the engagement (including anonymised or generalised descriptions of the work performed and outcomes achieved) in its portfolio, case studies and marketing materials. No Confidential Information will be disclosed without prior written consent.

10. Warranties & Disclaimers

10.1 Provider Warranty

The Provider warrants that Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. The Provider does not warrant that Deliverables or Products will be error-free, uninterrupted, or meet every specific requirement not documented in the SOW.

10.2 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS, SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

If you are a Consumer, the above does not affect your statutory rights under the Consumer Rights Act 2015. In particular: digital content supplied to Consumers must be of satisfactory quality, fit for purpose and as described; services supplied to Consumers must be performed with reasonable skill and care. These implied terms are mandatory and cannot be excluded or limited by contract.

10.3 No Professional Advice

Information published on the Website is for general information only and does not constitute legal, financial, tax, or other professional advice. You should obtain appropriate professional advice before acting on any information provided.

10.4 Third-Party Dependencies

The Provider is not liable for the performance, availability, or conduct of third-party platforms, APIs, App Stores, hosting providers, payment processors, or other third-party services. Integration with third-party systems is subject to those systems' own terms, availability and API changes.

11. Limitation of Liability

11.1 Liability Cap

To the maximum extent permitted by law, the Provider's total aggregate liability arising out of or in connection with these Terms, any SOW, or any Product (whether in contract, tort, negligence, strict liability, or otherwise) shall not exceed the greater of:

• the total fees actually paid by the Client to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim; or
• one hundred pounds sterling (£100) for free Products or Website use.

11.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, ANTICIPATED SAVINGS, OR OPPORTUNITY COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exclusions

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be lawfully excluded or limited under applicable law, including the statutory rights of Consumers under the Consumer Rights Act 2015 (including rights relating to digital content of satisfactory quality, fitness for purpose and as described, and rights to repair, replacement, price reduction or refund for defective digital content or services not performed with reasonable skill and care).

11.4 Duty to Mitigate

Each party has a duty to mitigate any losses it suffers. Claims must be notified promptly and, in any event, within twelve (12) months of the event giving rise to the claim, failing which they shall be deemed waived.

12. Indemnification

You agree to indemnify, defend and hold harmless the Provider and its directors, officers, employees, agents and subcontractors from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising from or in connection with:

• your breach of these Terms;
• your misuse of the Website, Services, or Products;
• your violation of any law or regulation;
• your infringement of any third-party rights;
• data or content you supply that is inaccurate, unlawful, or infringes third-party rights;
• any claim by an End User arising from your use of a Product or Deliverable.

If you are a Consumer, the indemnification obligations above apply only to the extent permitted by applicable consumer protection law. You shall not be required to indemnify the Provider in respect of any matter arising from the Provider's breach of these Terms, its statutory obligations, or any defect in the Products or Services for which the Provider is responsible. Nothing in this clause removes your liability for your own fraudulent acts or wilful misconduct.

13. Confidentiality

Each party shall keep the other's Confidential Information strictly confidential, use it only for the purpose of the engagement and protect it with no less care than it uses for its own confidential information (and in any event no less than reasonable care). Confidentiality obligations survive termination for a period of five (5) years, except for trade secrets, which shall remain confidential indefinitely.

Exceptions: Confidentiality obligations do not apply to information that:

• is or becomes publicly available through no fault of the receiving party;
• was known to the receiving party before disclosure;
• is independently developed without reference to Confidential Information;
• is disclosed pursuant to a legal or regulatory requirement, provided the disclosing party is given reasonable notice where permitted.

14. Data Protection

Where the Provider processes personal data on behalf of the Client, processing will be governed by a Data Processing Agreement (DPA) and in accordance with UK GDPR, the Data Protection Act 2018 and any applicable data protection legislation. The Provider will implement appropriate technical and organisational measures to protect personal data. See our Privacy Policy for details on how we handle data.

Where Products process personal data, the Client is responsible for ensuring it has obtained all necessary consents and has a lawful basis for processing. The Client shall not provide the Provider with personal data beyond what is necessary for the performance of the engagement.

15. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, labour disputes, strikes, utility or telecommunications failures, power outages, internet disruption, cyber-attacks, fire, flood, or third-party service failures. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than ninety (90) days, either party may terminate the affected SOW on written notice.

16. Termination

16.1 Termination for Convenience

Either party may terminate a SOW by providing thirty (30) days' written notice, unless a different notice period is specified in the SOW. Subscriptions may be cancelled in accordance with their terms, taking effect at the end of the current billing period.

16.2 Termination for Cause

Either party may terminate immediately by written notice if the other party:

• commits a material breach that is not remedied within fourteen (14) days of written notice;
• becomes insolvent, enters administration, liquidation, or bankruptcy;
• ceases or threatens to cease trading.

16.3 Effects of Termination

On termination:

• the Client shall pay for all Services rendered, time expended and committed costs up to the termination date;
• all licences granted to the Client shall immediately terminate (unless separately agreed);
• each party shall return or destroy the other's Confidential Information upon request;
• provisions that by their nature survive termination (including confidentiality, IP, limitation of liability, indemnification and governing law) shall continue in effect.

16.4 Suspension

The Provider reserves the right to suspend access to Products, Services, or the Website immediately and without liability if the Client breaches these Terms, fails to pay amounts due, or if continued access poses a security or legal risk.

17. Non-Solicitation

During the term of any engagement and for twelve (12) months thereafter, neither party shall directly or indirectly solicit, recruit, or engage any employee or contractor of the other party who was involved in the engagement, without prior written consent. This does not restrict responses to general public job advertisements. This clause applies exclusively to business engagements and does not apply to Consumers.

18. Acceptable Use

You shall not use any Product, Service, or the Website to:

• engage in any unlawful, fraudulent, or harmful activity;
• transmit spam, malware, or objectionable content;
• infringe the rights of others;
• overload, damage, or impair the Provider's systems;
• access accounts, data, or systems without authorisation;
• circumvent security features, access controls, or usage limits;
• benchmark or test for the purpose of publishing comparative performance data without prior consent.

Violation of this clause may result in immediate suspension or termination.

19. Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms through negotiation. If the dispute is not resolved within thirty (30) days, either party may refer the matter to mediation administered by a recognised UK mediation service. If mediation fails, the dispute shall be submitted to the exclusive jurisdiction of the courts of England & Wales.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any applicable SOW, order form, DPA and product-specific terms, constitute the entire agreement between the parties and supersede all prior discussions, representations and agreements.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely achieves the original intent.

20.3 No Waiver

Failure or delay by either party in enforcing any right or provision of these Terms shall not constitute a waiver of that right or provision.

20.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the Provider's prior written consent. The Provider may assign its rights and obligations to an affiliate or successor without the Client's consent, provided that the Provider notifies the Client.

20.5 Third-Party Rights

Except where expressly stated (e.g. App Store providers as third-party beneficiaries and the Provider's officers and agents under the indemnification clause), no third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

20.6 Notices

Notices required under these Terms shall be in writing and delivered by email or post to the addresses specified in the SOW or most recently communicated by each party. Notices are deemed received:

• on the day of delivery if by email (with confirmed delivery); or
• within three (3) business days if sent by first-class post.

20.7 Relationship of the Parties

The Provider is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

21. Amendments

The Provider reserves the right to update or modify these Terms at any time. Material changes will be notified by posting the revised Terms on the Website with an updated effective date. For Clients under an active SOW or Subscription, material changes will be communicated in writing at least thirty (30) days before taking effect. Continued use of the Website, Services, or Products after the effective date constitutes acceptance of the revised Terms. If you are a Consumer and a material change to these Terms would adversely affect you, you may terminate your Subscription or Product licence without penalty by notifying us in writing before the change takes effect, and we will refund any prepaid fees attributable to the period after termination.

22. Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England & Wales. The courts of England & Wales have exclusive jurisdiction to settle any such dispute or claim. If you are a Consumer habitually resident outside England and Wales, this clause does not override any mandatory consumer protection rights or local court jurisdiction available to you under the law of your country or territory of habitual residence.

23. Consumer Rights

This section applies if you are a Consumer (as defined in clause 1).

23.1 Digital Content

Under the Consumer Rights Act 2015, digital content supplied to Consumers must be of satisfactory quality, fit for purpose and as described. If digital content is faulty, you are entitled to a repair or replacement. If a repair or replacement is not possible or not provided within a reasonable time, you may be entitled to a price reduction or, in certain circumstances, a full refund.

23.2 Services

Under the Consumer Rights Act 2015, services supplied to Consumers must be performed with reasonable skill and care. If a service is not performed with reasonable skill and care, you are entitled to request that the Provider repeat the relevant part of the service at no additional cost. If repeat performance is not possible or practical within a reasonable time, you may be entitled to a price reduction of up to 100% of the service cost.

23.3 Right to Cancel (Distance Contracts)

As a Consumer entering into a contract with us at a distance (including online), you have the right to cancel within fourteen (14) calendar days without giving any reason, subject to the exceptions set out in clause 8.4. To exercise your right to cancel, notify us clearly via the contact form. We will acknowledge your cancellation promptly. Where a refund is due, we will process it within fourteen (14) days of your cancellation using the same payment method used for the original transaction.

23.4 How to Exercise Your Rights

To exercise any statutory consumer right, please contact us via the contact form. We will acknowledge your request within three (3) business days and respond with a proposed resolution. We aim to resolve all Consumer complaints fairly and promptly.

23.5 Alternative Dispute Resolution

If we cannot resolve a dispute with you through our internal complaints process, you may seek assistance from an Alternative Dispute Resolution (ADR) provider. We are willing to engage with the Centre for Effective Dispute Resolution (CEDR) or another certified ADR scheme if required. You may also refer a complaint to the Citizens Advice consumer service or Trading Standards. The EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr may be available if you are resident in the EEA.

24. Contact

For questions about these Terms, please use the contact form on this website.