Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1.1 Company details. Wholesum Tech Ltd (company number 14608409) (we and us) is a company registered in England and Wales and our registered office is at 82a James Carter Road, Mildenhall, Suffolk, England, IP28 7DE. We operate the website https://wholesum.tech
1.2 Contacting us. To contact us, email us at support@wholesum.tech.
1.3 What we do. We provide a SaaS analytics service to turn text data (for example open-ended surveys or social comments) into statistically robust analysis outputs, as set out in more detail on our website.
2.1 Our contract. These terms and conditions (“Terms”) govern all access to and use of the Services, whether you submit a Workpiece for processing using free credits, Pay As You Go credits or credits granted via an annual subscription. The Contract is formed in accordance with clause 3 (Accessing the Services).
2.2 These Terms apply to the exclusion of any other terms you seek to impose or incorporate.
2.3 We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Services. Your continued use of the Services after such notice constitutes acceptance of the updated Terms.
2.4 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.5 Language. These Terms and the Contract are made only in the English language.
3.1 You must only access our Services if you are over the age of 18 (or the age of legal majority in the relevant jurisdiction) and if acting on behalf of an organisation, able to enter that organisation into legally-binding agreements.
3.2 Access to our Services is for registered account holders only. Your submission of an account registration request is an offer to access and use the Services. This Contract is formed when we activate your account or otherwise make the Services available to you.
3.3 We process Workpieces in exchange for credits. Credits may be:
(a) Offered free of charge at our discretion (see our website for current offer details);
(b) Purchased on a Pay As You Go basis;
(c) Provided as part of a paid subscription to our Services.
Full details of credits, pricing and subscription are available on our website.
3.4 Submission of a Workpiece by any user constitutes a request for us to provide processing Services in accordance with these Terms. Acceptance of a Workpiece does not create a separate contract: all Workpieces are processed under the Contract formed under clause 3.2.
3.5 We may decline any registration or Workpiece submission at our discretion, including for security, legal or technical reasons. If we decline a one-off Workpiece after payment has been taken, we will issue a refund of the credit balance for that Workpiece.
4.1 Descriptions. Any descriptions on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. Supply of the Services under these online terms is not subject to any service level commitments, uptime guarantees or performance targets. Subject to the foregoing, we aim to respond to enquiries within the timescales set out on our website.
4.2 Compliance with specification. Subject to our right to amend the specification (see clause 4.3) we will supply the Services to you in accordance with the current specification for the Services appearing on our website in all material respects.
4.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
4.4 Reasonable care and skill. We warrant to you that the Services will be operated and maintained using reasonable care and skill. We do not warrant that the Services will be uninterrupted or error-free or are fit for any particular purpose.
4.5 Time for performance. Our website contains indications of likely turnaround times. We do not guarantee any particular turnaround for Workpiece processing.
4.6 Artificial Intelligence (AI). Our Services include subjective analysis elements supported by AI – specifically large language models. Outputs from AI systems do not constitute professional advice and should not be used as a substitute for human decision-making. AI technology may display adaptability. While we use a statistical framework to increase reproducibility, we do not guarantee that the same inputs will produce the same outputs on every occasion. AI Outputs such as theme summaries are probabilistic. You must not use the outputs of the Services to make or inform decisions in regulated, safety-critical or high-consequence contexts, including employment, creditworthiness, insurance, medical, legal or similar assessments. We do not warrant the accuracy, completeness or reliability of any AI outputs generated by the Services.
5.1 Account and billing data (controller). When you provide us with contact, registration or billing information, we process that data as a controller in accordance with our Privacy Policy. We use this data to operate your account, provide the Services, process payments, and (where permitted) send you information about our services.
5.2 Input data (processor). When you submit Workpieces or other input data to the Services, you act as controller and we act as processor. The processing of such personal data and our right to appoint subprocessors is governed by wholesum.tech/dpa (the DPA).
6.1 It is your responsibility to ensure that:
(a) all information you submit to the Services is complete and accurate, lawful in nature and lawfully sourced, and does not infringe the intellectual property rights of any third party;
(b) you obtain and maintain all necessary rights, permissions, lawful bases for processing personal data and consents which may be required for the Services and to permit us to process such data in accordance with these Terms and the DPA;
(c) you comply with all applicable laws including those relating to privacy and the protection of personal data;
(d) you comply with the terms or licence requirements of any third parties we use reasonable efforts to bring to your attention;
(e) you do not use the Services for reverse-engineering, data or model parameter extraction, benchmarking, to generate datasets for training, fine-tuning or improving any other model or algorithmic system, to probe, evaluate, stress-test or safety-bypass any algorithms or to develop competing services;
(f) the outputs of the Services are not used to make automated decisions about data subjects with legal or similarly significant effects, or in high-risk or safety-critical environments;
(g) the outputs of the Services are not relied upon as any kind of professional or regulated advice.
and you indemnify us on demand against any claims or losses consequent on any actual or alleged breach of your obligations in this clause.
7. We may suspend or restrict the Services where your use breaches these Terms or presents any security, legal or technical risk. We are not responsible for any delays, failures or losses arising from your breach of these Terms.
8.1 The Services may be accessed globally. You are responsible for ensuring that your access to and use of the Services complies with all laws applicable in your location. We may process data in any territory in which we or our subprocessors operate, as described in the DPA.
9.1 Our charges are exclusive of VAT. You are responsible for all taxes, duties or similar charges arising from your use of the Services, excluding taxes based on our income.
9.2 Payment for the Services is in advance.
9.3 Details on making payment, charges, usage rates and pricing plans are as described on our website (as applicable) at the time you submit a Workpiece or otherwise incur usage. We may update our Charges for future use of the Services by publishing updated pricing on our website.
9.4 Charges are non-refundable except where we decline a one-off Workpiece under clause 3. You must pay all Charges without set-off, counterclaim or deduction. We may suspend the Services immediately if you fail to pay any Charges when due.
9.5 Notwithstanding clause 9.4 we may at our discretion consider an equitable refund if we are notified within 30 days of submission, with accompanying evidence, that there has been a material failure to properly deliver the Services (for example if outputs have not been properly generated).
10.1 You retain all intellectual property rights in data and inputs you submit to our Services.
10.2 You grant us a non-exclusive licence to host, store, copy, transmit and process your input data for the purposes of providing the Services, ensuring the security and integrity of the Services, and improving the Services where permitted under applicable law and the DPA.
10.3 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any inputs or other materials provided by you) will be owned by us. We retain all intellectual property rights in and to the Services and all underlying technology, algorithms, models, pipelines, statistical methods, software and tools used to provide the Services. Nothing in the Contract transfers to you any rights in or to the Services other than the limited licence granted under this clause.
10.4 We agree to grant you a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence to use and copy the outputs of the Services (excluding materials provided by you) for the purpose of receiving and using the Services and such outputs in your business. You must not:
(a) sub-license or assign this licence;
(b) use the outputs to train, fine-tune or improve any model, algorithmic system or AI service;
(c) use the outputs to benchmark or develop competing products or services;
(d) use the outputs in any regulated, safety-critical or consequential decision-making context, including employment, credit, insurance, medical or legal decisions.
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
13.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) your use of the Services presents or we reasonably anticipate your use of the Services presents a risk of:
(i) a breach of security;
(ii) breach of our agreements with our suppliers (including AI providers);
(iii) a breach of any law, regulation or official guidance;
(iv) an unreasonable load on the Services or interferes with their normal operation; or
(v) you use outputs in a prohibited or high-risk manner; or
(b) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(c) you fail to pay any amount due under the Contract on the due date for payment;
13.2 We may suspend the Services where necessary to investigate suspected improper use, security incidents or potential breaches of the Contract.
13.3 You may terminate the Contract by requesting deletion of your account (and where appropriate, cancellation of any subscription). Termination under this clause does not entitle you to any refund of any sums already paid, and does not relieve you of any obligation to pay incurred before the effective date of termination. Your access to the Services will end on the date we receive your notice (or such later date as you specify). Any outstanding credits will still be available until the termination date of your account.
13.4 Consequences of termination
13.5 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.6 We will delete any data relating to an account on termination of that account.
13.7 Any balance of unused credits for our Services on an account will expire on termination of the account, and no cash refund will be due.
13.8 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect. The following clauses expressly survive termination: Confidentiality, Charges and Payment, Intellectual Property Rights, Acceptable Use, Limitation of Liability, Data Processing.
14.1 We are not liable for any failure or delay in providing the Services that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
15.1 Notices under the Contract must be sent by email. We may also provide notices through the Services or your account interface
15.2 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to an affiliate or to a successor in connection with a merger, acquisition or corporate reorganisation.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Subcontracting. We may subcontract or delegate any of our obligations under the Contract. You acknowledge that we use third-party providers (including model providers and hosting providers) to deliver the Services.
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
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