Terms and Conditions of Use

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and MDW Consulting Limited trading as WayfinderHQ, the owner and operator of this Website and the provider of the WayfinderHQ subscription service. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

These terms are in three parts. Part A (Website Terms) applies to everyone who uses the Website, whether or not they subscribe. Part B (Subscription Terms) applies in addition to Part A once a firm subscribes to a paid plan or starts a free trial, and forms the agreement between us and that firm for the supply of the WayfinderHQ service. Part C (General) applies to both.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by MDW Consulting Limited trading as WayfinderHQ and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to MDW Consulting Limited trading as WayfinderHQ and accessing the Website in connection with the provision of such services. Customer or Firm means the organisation that has subscribed to the WayfinderHQ service, and Service means the WayfinderHQ software-as-a-service platform made available to that organisation.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

1. All Content included on the Website, unless uploaded by Users, is the property of MDW Consulting Limited, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission.
2. You may, for your own personal, non-commercial use only, do the following:
   1. retrieve, display and view the Content on a device.
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of MDW Consulting Limited.

4. You may not use the Website for any of the following purposes:
   1. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
   2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
   3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

5. You must ensure that the details provided by you on registration or at any time are correct and complete.
6. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
7. We may suspend or cancel your registration with immediate effect for any reasonable purpose or if you breach these terms and conditions.
8. You may cancel your registration at any time. Where you hold a paid subscription, cancellation is self-serve and is dealt with in Part B (see “Cancelling your subscription”); you do not need to write to us. Where you hold an unpaid or non-subscribing registration, you may cancel it by emailing us at hello@wayfinderhq.co.uk. If you cancel your registration, you must stop using the Website once your access ends. Cancellation or suspension of your registration does not affect any statutory rights.

9. Use of the Website is also governed by our Privacy Policy and Cookie Policy, which are incorporated into these terms and conditions by this reference. To view the Privacy Policy and Cookie Policy, please click on the following: https://wayfinderhq.co.uk/privacy and https://wayfinderhq.co.uk/cookies.
10. Where you subscribe to the Service and upload personal data about your own clients and prospects, our Data Processing Agreement also applies and is incorporated into these terms and conditions by this reference. It applies automatically to every Customer and no separate signature is required. To view the Data Processing Agreement, please click on the following: https://wayfinderhq.co.uk/dpa. The current list of sub-processors referred to in that agreement is published at https://wayfinderhq.co.uk/subprocessors.

11. Any online facilities, tools, services or information that MDW Consulting Limited makes available through the Website (including the Service) is provided “as is” and on an “as available” basis. We give no warranty that it will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. MDW Consulting Limited is under no obligation to update information on the Website.
12. Whilst MDW Consulting Limited uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
13. MDW Consulting Limited accepts no liability for any disruption or non-availability of the Website.
14. MDW Consulting Limited reserves the right to alter, suspend or discontinue any part (or the whole) of the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

15. Part B applies from the point at which you subscribe to a paid plan or start a free trial, and continues for as long as your subscription remains in place. It applies in addition to Part A and Part C. Where a term of Part B conflicts with a term of Part A, Part B prevails in relation to the Service. You confirm that you are subscribing in the course of a business and not as a consumer.

16. The Service is offered on the following plans. Each plan carries a limit on the number of user accounts and the number of active clients the Firm may hold in the Service:

    Plan	Price per month	Limits
    Solo	£29 (UK) / R499 (South Africa)	Up to 2 users, up to 20 active clients
    Grow	£79 (UK) / R1,599 (South Africa)	Up to 10 users, up to 75 active clients
    Scale	£149 (UK) / R2,999 (South Africa)	Up to 25 users, up to 200 active clients
    Enterprise	Custom pricing, quoted separately	Unlimited users and clients

17. The currency in which you are charged is determined by the jurisdiction in which you subscribe. Firms subscribing through wayfinderhq.co.uk are charged in pounds sterling; firms subscribing through wayfinderhq.co.za are charged in South African rand.
18. The prices and limits above are those in force at the effective date of these terms. The prices and plan limits shown at the point of signup, and in your account’s billing settings, are the ones that apply to your subscription.

19. Prices in pounds sterling are exclusive of VAT. Where UK VAT is chargeable on your subscription, it is added at the prevailing rate and shown on your invoice.
20. Prices in South African rand are stated in rand as charged. WayfinderHQ is supplied by a UK-established company and is not currently charging South African VAT on these subscriptions. Under South African law you may be required to account for VAT on imported services yourself. It is your responsibility to determine your own indirect tax position and to meet any resulting registration, accounting and payment obligations. We do not provide tax advice, and you should take your own advice on this if you are unsure.
21. Except where these terms expressly say otherwise, all prices are exclusive of any sales, use, value added, goods and services, withholding or similar taxes, duties or levies. You are responsible for any such taxes arising in connection with your subscription, other than taxes on our own income. Where you are required by law to withhold or deduct any amount from a payment to us, the amount payable is increased so that we receive the amount we would have received had no withholding or deduction been required.

22. Enterprise plans are quoted and contracted separately. Pricing, plan limits, support commitments and any service level agreement for an Enterprise plan are set out in a signed order form or written agreement between us and the Firm. Where any term of a signed Enterprise order form or agreement conflicts with these terms and conditions, the order form or agreement prevails to the extent of that conflict. In all other respects these terms and conditions continue to apply.

23. Subscriptions are billed monthly in advance. Your first payment is taken when you subscribe (or, where a free trial applies, at the end of the trial), and each subsequent payment is taken on the corresponding day of each following month. Your subscription renews automatically each month until it is cancelled in accordance with these terms.
24. Payments are taken by our payments provider, Stripe. By subscribing you authorise us, through Stripe, to charge your chosen payment method on a recurring basis for the subscription fees due. We do not store full payment card details on our own systems.
25. If a payment fails, we may retry it and may suspend access to the Service until payment is received. You remain responsible for fees that fall due in respect of any period before your subscription ends.

26. A free trial is not always offered. Whether a trial is available, and its length, is set by us and may change. Where a trial is offered, its length is stated at signup, and that stated length is the length that applies to your trial.
27. Unless you cancel before the trial ends, your trial converts automatically into a paid subscription on the plan selected at signup, and the first monthly payment is taken at that point. You may cancel at any time during the trial, in which case no payment is taken and your access ends when the trial ends.

28. You may cancel your subscription at any time. Cancellation is self-serve: open your account settings and use the Stripe Billing Portal link there to cancel. You do not need to write to us or give notice in any other form, although you are welcome to contact hello@wayfinderhq.co.uk if you need help.
29. Where you cancel your own subscription, cancellation takes effect at the end of the current paid billing period. Your subscription simply does not renew. You keep access to the Service for the remainder of the period you have already paid for, and no further payments are taken after that period ends.
30. This clause applies only to cancellation initiated by you. Suspension or termination by us is dealt with separately below and follows different timing.

31. Subscription fees are non-refundable. If you cancel partway through a paid billing period, you are not entitled to a refund or credit for the unused remainder of that period; instead you retain access for the rest of it as described above. This does not affect any right you may have to a refund under applicable law that cannot lawfully be excluded.

32. We may suspend or terminate your subscription and your access to the Service, in whole or in part, where you are in material breach of these terms and conditions, where payment is not made when due, where the Service is used for unlawful purposes, or where use of the Service poses a security, legal or reputational risk to us or to other customers. Where we do so, access may end immediately and no refund of any fee already paid is due.
33. Where the breach is capable of being remedied, we will normally give you notice and a reasonable opportunity to remedy it before terminating, but we are not obliged to do so where the breach is serious, repeated, or where immediate suspension is necessary to protect us, our other customers or any third party.
34. Permanent deletion of an account is a separate path again. Where an account is permanently deleted, whether at the Firm’s request or by us, any associated subscription is cancelled immediately as part of that deletion rather than at the end of the billing period, and no refund is due for the unused remainder of the period.

35. After your subscription ends, a grace period applies before your data is permanently deleted. During that grace period you may export your data, and the account may be reinstated:
    1. for accounts that have never made a payment, the grace period is 7 days after cancellation;
    2. for accounts that have previously paid, the grace period is 30 days after cancellation.

    Once the grace period ends, deletion is permanent and the data cannot be recovered.

36. Statutory record-keeping is your responsibility. Your firm may be subject to its own record-retention duties, for example under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, which require anti-money-laundering records to be kept for five years. It is your responsibility to export and retain any records you are required to keep before the grace period ends. We do not retain those records on your behalf beyond the grace period, and we are not responsible for your inability to produce records that you did not export in time.
37. We may retain a limited amount of data after deletion where we are required to do so for legal, tax or regulatory purposes, and data may persist on backup or archival media for a limited period, as described in our Privacy Policy.

38. We may change our subscription prices. We will give you at least 30 days’ written notice (by email to your account contact or by notice in the Service) before a price change takes effect, and the new price will apply from your next renewal after the notice period ends. If you do not wish to accept the new price, you may cancel your subscription before it takes effect, in which case your subscription ends at the end of the then-current paid billing period at the existing price.

39. Your use of the Service must stay within the user and active-client limits of your plan. Where your use exceeds those limits, we may ask you to upgrade to a higher plan, and we may prevent the addition of further users or clients until you do. We may also apply reasonable limits on storage, file sizes, message volumes and automated requests to protect the stability of the Service for all customers.

40. You are responsible for the accuracy, quality and legality of the data you and your users upload to or create in the Service, and for the way you use the Service and any output you produce from it. The Service is a workflow and record-keeping tool; it does not provide accounting, tax, legal or compliance advice, and it does not discharge your own professional or regulatory obligations.
41. Where you upload personal data about your own clients, prospects or staff, you confirm that you have a lawful basis for doing so, that you have given any notices and obtained any consents required under applicable data protection law, and that you will comply with that law in your use of the Service. The respective roles and obligations of the parties in relation to that personal data are set out in the Data Processing Agreement.
42. You are responsible for keeping account credentials secure, for controlling which of your staff have access and at what level, and for promptly removing access for people who leave. You must notify us without delay at hello@wayfinderhq.co.uk if you believe an account has been compromised.
43. You are responsible for the acts and omissions of your users as if they were your own, and you must ensure your users comply with these terms and conditions.

44. We aim to keep the Service available and to resolve faults promptly, but on the Solo, Grow and Scale plans the Service is provided without any uptime service level agreement or guaranteed response time. Contracted uptime and support commitments are available only on Enterprise plans, where they are set out in the applicable order form. The “as is” and “as available” disclaimers in Part A apply to the Service.
45. We may carry out planned maintenance, and may need to carry out emergency maintenance, which can make the Service temporarily unavailable. We will give reasonable notice of planned maintenance where we can. We may also modify, add to or withdraw features of the Service from time to time, provided we do not materially reduce its core functionality during a paid billing period.

46. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
47. To the extent that the Website and Content are provided free of charge, we will not be liable to you for any loss or damage of any kind.
48. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
49. To the maximum extent permitted by law, MDW Consulting Limited accepts no liability for any of the following:
    1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    2. loss or corruption of any data, database or software;
    3. any special, indirect or consequential loss or damage.
50. Subject to the clauses above, our total aggregate liability to a Customer arising out of or in connection with the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total subscription fees paid by that Customer in the three months immediately before the event giving rise to the claim.

51. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
52. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication, and to subscriptions from the next renewal following publication, except that changes to price are subject to the notice period set out in Part B. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
53. These terms and conditions, together with the Privacy Policy, the Cookie Policy, the Data Processing Agreement and (where applicable) any signed Enterprise order form, contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
54. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
55. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
56. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
57. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts. This applies to all customers, including those subscribing through wayfinderhq.co.za.
58. The choice of law and jurisdiction above does not affect any mandatory data protection obligations that apply under South African law, including under the Protection of Personal Information Act, 2013 (POPIA). Those obligations are dealt with in the Data Processing Agreement.

59. MDW Consulting Limited trading as WayfinderHQ is a company incorporated in England and Wales with registered number 15902128 whose registered address is 1501 Norton House, Duke of Wellington Avenue, London, SE18 6PD and it operates the Websites wayfinderhq.co.uk and wayfinderhq.co.za. The registered VAT number is 488808820.
    You can contact MDW Consulting Limited by email on hello@wayfinderhq.co.uk.

60. The website use provisions of these terms and conditions (Part A, and the general provisions in Part C derived from them) were created using a document from Rocket Lawyer. The subscription terms in Part B are not derived from that document.