Terms and Conditions – Effective July 1, 2024
Welcome to WizeFulfill, an online warehouse management system owned and operated by WizeFulfill, Inc. (“WizeFulfill,” “we,” “our”). Please read these Terms and Conditions carefully, as they outline our obligations to you as a service provider and your obligations as a customer or Authorized Person (as defined in clause 5.A). These terms are binding from the moment you access the Services provided by WizeFulfill. If you have any questions regarding the Services, please contact us at hello@wizefulfill.com or any other email address provided by WizeFulfill.
As the Services evolve, WizeFulfill reserves the right to modify these Terms and Conditions at any time, effective upon posting the modified terms. We will make reasonable efforts to inform you of changes via email or notification on the Website. It is your responsibility to stay informed of the most recent terms. Changes may include, but are not limited to, Subscription price adjustments. By registering to use the Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions and that you have the authority to agree to and act on behalf of any person or entity for whom you are using the Services.
Definition of Terms Used
- Access Fees: The Subscription fee (excluding taxes and duties), payable annually or monthly, based on your Usage (as defined below).
- Agreement: These Terms and Conditions and any supplemental terms.
- WizeFulfill: The online warehouse management system owned and operated by WizeFulfill, Inc., including all current and future global subsidiaries.
- Confidential Information: All information exchanged between the parties to this Agreement, whether in writing, electronically, or orally, designated as “confidential” or reasonably expected to be treated as such, including personal information. Excludes information that (a) is publicly available through no fault of the Receiving Party, (b) is independently developed without breaching obligations, (c) is possessed without restriction before receipt, or (d) is lawfully acquired from a third party not breaching confidentiality.
- Data: Any information inputted by you or another party on your behalf through the Services.
- Intellectual Property Right: Any patent, service mark, copyright, trademark, moral right, design right, or other intellectual or industrial property rights, registered or not, worldwide.
- Invited User: Any person or entity authorized by you, the Subscriber, to use the Services and act on your behalf.
- Services: The WizeFulfill Website and WizeFulfill system made available by WizeFulfill, Inc. (subject to changes or updates).
- Subscriber: The registered customer using the Services.
- Usage: The number of users, integrations, sales order volume, and selected modules in your configuration, including but not limited to Advanced Manufacturing, Automation modules, External Integrations, POS, API, and B2B Portal integrations, and selected quantities.
- Website: The internet site at the domain wizefulfill.com or any other relevant site operated by WizeFulfill, Inc. for the WizeFulfill Services that link to these Terms and Conditions.
- You or Your: The Subscriber or the Invited User.
1. Use of the Service
A) General Use
WizeFulfill grants you a non-transferable, non-exclusive, limited right to access and use the Services according to your Subscription. The Subscriber determines Invited Users and their access levels, and is responsible for their actions. Any disputes between Subscriber and Invited Users will be resolved by the Subscriber, not WizeFulfill.
B) Implementation Services
If selected, you must pay for implementation services as indicated in your quote. Payments are non-cancellable and nonrefundable after services begin. WizeFulfill retains all rights to these services and related Intellectual Property.
2. Your Obligations
A) General Obligations
You must use the Services for lawful internal business purposes only, complying with these terms and any notices from WizeFulfill. Ensure authorization when using Services for others. The Subscriber is responsible for Invited Users’ actions.
B) Access Conditions
Keep all usernames and passwords secure and notify WizeFulfill immediately of any unauthorized use. Take reasonable steps to maintain security. Do not undermine the integrity or security of WizeFulfill’s systems, misuse the Services, gain unauthorized access, transmit harmful files, or attempt to reverse engineer the Services.
C) Reasonable Use Policy
Use the Services reasonably. Excessive use causing performance issues may result in limits or charges. You will be notified and given time to reduce usage before limits are imposed. Make reasonable efforts to diagnose issues before contacting WizeFulfill, which may charge for excessive support use.
D) Communication Conditions
Use communication tools within the Services lawfully. Do not post unrelated or harmful content. WizeFulfill may remove any content it deems in breach of these conditions.
E) Data
Ensure your use of the Services complies with applicable laws, including privacy laws. WizeFulfill follows best practices to prevent data loss but cannot guarantee it. Maintain backups of all Data. Do not store highly sensitive personal information in free text fields.
F) Configuration
You are responsible for configuring the Services and ensuring compatibility with required hardware and systems. WizeFulfill provides helpdesk assistance but is not responsible for configuration.
G) Indemnity
You will indemnify WizeFulfill against all losses arising from your breach of this Agreement, including costs related to recovering unpaid Access Fees. This includes claims related to data access and intellectual property rights.
Authorized Persons will also indemnify WizeFulfill against losses arising from their breach of warranties or actions taken according to their instructions.
3. Confidentiality and Privacy
A) Confidentiality
Each party (the “Receiving Party”) shall keep the other party’s (the “Providing Party”) Confidential Information confidential and secure. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither party shall disclose or permit disclosure of the Providing Party’s Confidential Information to any third party, except to employees or representatives who have a need to know and are subject to a written obligation of confidentiality at least as protective as that herein. This obligation does not apply to any disclosure of Confidential Information:
(a) Required to be disclosed by law, provided that such information otherwise remains Confidential Information for all other purposes and the other party is given a reasonable opportunity to obtain a protective order; or
(b) That the Providing Party agrees to in writing before the disclosure is made.
B) Privacy
WizeFulfill’s privacy policy for its services is detailed here. Acceptance of these terms indicates that you have read, understood, and agree to the privacy terms as set out in that policy.
4. Intellectual Property
A) General
All Intellectual Property Rights in the Services and any documentation relating to the Services, and all titles, will remain the property of WizeFulfill and/or its licensors. Without limiting the generality of the foregoing, WizeFulfill retains all right, title, and interest, including all Intellectual Property Rights, in the Services and any deliverables.
B) Ownership of Data
Title to, and all Intellectual Property Rights in the Data you provide will remain your property. Your access to this information is contingent on payment in full of all Access Fees to WizeFulfill by their due dates. By accepting this Agreement, you are granting WizeFulfill permission to use, copy, transmit, store, and back up your information and Data to ensure your access and use of the Services, and for any other purpose related to the provision of Services to you.
C) Performance Data
WizeFulfill may use and retain Data inputted by you in aggregate form and collect and analyze log and other Data related to the Services and the provision, use, performance, and other aspects of the Services and related systems technologies (“Performance Data”) and use and retain such Performance Data internally, to troubleshoot, improve, and enhance the Services and for other development, diagnostic, security, and corrective purposes.
D) Feedback
You hereby grant to WizeFulfill a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by you (collectively, “Feedback”) in connection with the operation and maintenance of the Services and/or WizeFulfill’s business.
E) Third-party Applications and your Data
You acknowledge that by enabling third-party applications for use in conjunction with the Services, you are allowing WizeFulfill to provide access to your Data to those third parties as required. WizeFulfill shall not be responsible for any disclosure, modification, or deletion of your Data resulting from any such third-party access.
5. Warranties and Acknowledgements
A) Your Representations and Warranties
Where you have registered to use the Services on behalf of an entity as an Authorized Person or otherwise, you represent and warrant that you have the authority to act on their behalf and agree to these terms, conditions, and obligations. You bind that person or entity to any and all obligations subject to these terms without limiting your own personal obligations under these terms. Additionally, you represent and warrant that (i) you have permission to use and access all information and Data that you input into the Services, including any input by others you have authorized to use the Services, and that you are authorized to access the processed information and Data that is made available to you through your use of the Services (whether that information and Data is your own or that of anyone else); and (ii) you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website, or this Agreement.
If you are an entity (as an “Authorized Person”) registering for the Services on behalf of the Subscriber, you additionally represent and warrant that: (i) where you pay the Access Fees on behalf of the Subscriber, you shall not charge the Subscriber any premium or additional amount for the Services; and (ii) we may rely upon and act in accordance with any instructions received from you as if they had been made by the Subscriber and without further permissions.
B) Acknowledgement
You acknowledge that: (i) WizeFulfill is not liable for any human-error resulting in incorrect irreversible Data entry or for any service interruption caused by internal platform problems; (ii) WizeFulfill has no responsibility to any person other than you and nothing in this Agreement confers a benefit on any other person; (iii) The use of the Services does not in any way constitute the receipt of accounting advice. Accounting questions should be directed to a certified accountant; (iv) Determining the suitability of the Services to meet the needs of your business is your sole responsibility; and (v) All applicable laws and accounting, tax, and other regulations remain solely your responsibility. It is your responsibility to check that storage and access of your Data will comply with applicable laws, including those of retaining records.
WizeFulfill reserves the right to audit Usage of the Services and enforce changes, with fair and reasonable notice, in order to comply with applicable laws and regulations.
WizeFulfill may from time to time need to remove modules, or certain functionality within modules, that may be part of your Subscription. WizeFulfill will use reasonable endeavors to provide you with advance notice of any intention to remove modules or functionality from the Services, but you acknowledge that WizeFulfill will not be responsible for any failure to do so, and WizeFulfill will not be responsible for any loss that you may suffer as a result of the removal of that module or that functionality. Where appropriate, WizeFulfill may refund to you any payments made in advance for that module where the module will no longer be available.
C) Disclaimers; No warranties by WizeFulfill
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU ENTER INTO THIS AGREEMENT AT YOUR OWN RISK. WIZEFULFILL CANNOT GUARANTEE THAT THE USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND EXPRESSLY EXCLUDES ANY LIABILITY FOR THE LOSS OF DATA REGARDLESS OF THE CAUSE. WIZEFULFILL IS NOT RESPONSIBLE FOR THE OPERATION AND AVAILABILITY OF SYSTEMS USED FOR ACCESSING THE SERVICES, INCLUDING BUT NOT LIMITED TO, COMPUTER NETWORKS, INTERNET, OR INTERNAL PLATFORMS. CERTAIN MODULES OF YOUR SUBSCRIPTION MAY BE AVAILABLE FOR OFFLINE USE, AND YOU ARE RESPONSIBLE FOR MAINTAINING THE REQUIRED SYSTEMS TO THE LEVEL REQUIRED FOR THOSE MODULES.
WIZEFULFILL DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES AND ANY DATA USED ARE UP-TO-DATE, OR THAT THE SERVICES WILL BE SUITABLE FOR ANY PARTICULAR PURPOSE OR SUFFICIENT TO SATISFY ANY OF YOUR LEGAL OBLIGATIONS (INCLUDING UNDER ANY APPLICABLE PRIVACY LAW). TO AVOID DOUBT, ALL IMPLIED CONDITIONS OR WARRANTIES ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ADDITIONALLY, WIZEFULFILL GIVES NO WARRANTY: (i) ABOUT THE OPERATION, PERFORMANCE, OR FUNCTIONS OF ANY THIRD-PARTY SERVICE THAT WIZEFULFILL INTEGRATES INTO, NOR FOR THE PERFORMANCE OF THE INTEGRATION; (ii) THAT ANY CUSTOMIZATION THAT MAY HAVE BEEN PERFORMED FOR YOU WILL BE COMPATIBLE WITH ANY UPDATES TO THE SERVICES, ANY HARDWARE, APPLICATION, OR SET-UP OR THAT ANY SUCH CUSTOMIZATIONS WILL CONTINUE TO WORK AFTER ANY UPGRADE OF THE SERVICES BY WIZEFULFILL.
6. Limitation of Liability
WizeFulfill shall not be liable for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with the use of the Services or Website. WizeFulfill’s maximum aggregate liability to you shall be limited to the Subscription charges paid by you in the 12 months prior to the first incident.
7. Referral Scheme
WizeFulfill offers a 10% discount for all new tenant Subscribers who use valid promo codes upon registration. Each Subscriber receives a personal promo code, which can be used multiple times to invite new Subscribers. Referrers receive a 10% discount on their Subscription for each new Subscriber using their promo code, accumulating up to a total 100% discount.
8. Term and Termination
Trial Subscriptions allow assessment of the Services with no obligation to continue. Annual Prepaid and Monthly Pay-As-You-Go Subscriptions are available. Termination can be initiated by either party with a 30-day notice before the end of the relevant payment period.
9. Payment
Invoicing for Access Fees is issued monthly or annually, with the Subscription continuing accordingly. Prices may vary over time, and preferential pricing or discounts may be offered based on the number of organizations added. Invoices do not include taxes and duties.
10. Support
It is your responsibility to investigate and diagnose technical problems before contacting WizeFulfill. Occasionally, the Services or Website may be unavailable for maintenance or development activity, with notifications provided in advance.
11. General
This Agreement supersedes all prior agreements and constitutes the entire agreement between you and WizeFulfill. No assignment of rights, duties, or obligations is permitted without prior written consent. This Agreement shall be governed by the laws of Delaware, with disputes subject to the exclusive jurisdiction of the courts of Delaware, USA.