WILS

Terms of Service

Last updated: July 22, 2026

Draft notice: These Terms are provided as a draft and should be reviewed by a qualified legal professional before production use.

These Terms of Service ("Terms") govern access to and use of the WILS warehouse management platform (the "Service") provided by [LEGAL COMPANY NAME] ("WILS", "we", "us"). By registering for, accessing, or using the Service, the Customer agrees to be bound by these Terms.

1. Definitions

  • Service means the WILS software-as-a-service warehouse management application made available by us, together with related documentation, APIs, mobile interfaces, and supporting tools.
  • Platform means the underlying software, infrastructure, codebase, databases, user interfaces, workflows, and configurations through which the Service is delivered.
  • Customer means the legal entity that has registered for the Service and is responsible for payment and compliance with these Terms.
  • User means an individual authorised by the Customer to access the Service, including administrators, supervisors, warehouse operators, and read-only roles.
  • Customer Data means any data, records, files, configurations, or information uploaded to, generated within, or transmitted through the Service by the Customer or its Users, including inventory records, batch and expiry data, delivery notes, transactions, and reports.
  • Subscription means the Customer’s right to access the Service under a specific plan, billing cycle, and feature set, as in effect from time to time.
  • Tenant means the logically isolated environment within the Platform that contains a single Customer’s data, configuration, and User accounts.
  • Effective Date means the date on which the Customer first accepts these Terms or first accesses the Service, whichever is earlier.

2. Scope of Service

WILS is a multi-tenant warehouse management platform designed for small and medium-sized warehouses. Subject to the Customer’s Subscription, the Service may include:

  • Item, location, batch, and pallet tracking with warehouse coordinate visibility.
  • Batch and expiry management, including FEFO (first-expiry-first-out) picking logic.
  • Advance Shipping Notice (ASN) and inbound receiving workflows.
  • Delivery note creation, processing, and reconciliation.
  • Stock ledger and append-only transaction history.
  • User management, role-based access control, and warehouse boundary enforcement.
  • Reports, dashboards, and operational alerts.
  • Pick, pack, and dispatch workflows where enabled by the Customer’s plan.

The Service is a tool that supports the Customer’s warehouse operations. It does not replace, and is not a substitute for, the Customer’s own responsibility for:

  • Physical control of stock, pallets, and goods on site.
  • Warehouse health and safety procedures.
  • Training and supervision of employees and contractors.
  • Compliance with applicable legal, regulatory, customs, food, pharmaceutical, medical device, chemical, transport, and product handling rules.
  • Maintenance of accounting and tax records.

3. Account Registration & Security

  • The Customer must provide accurate, current, and complete information at registration and must keep its account information up to date.
  • The Customer is responsible for all activity carried out using its credentials and Tenant, whether by Users or by third parties using those credentials.
  • Each User must keep their password confidential. Passwords must not be shared between Users.
  • The Customer controls which Users have access to the Tenant and at what role level, and is responsible for granting, reviewing, and revoking that access.
  • Administrator Users are responsible for configuring permissions, warehouse boundaries, and integrations in line with the Customer’s internal controls.
  • The Customer must promptly remove access for Users who no longer require it (for example, on leaving the organisation or changing role).
  • The Customer must notify us without undue delay if it becomes aware of any actual or suspected unauthorised access to the Service or to its Tenant.

4. Subscription Plans, Trials & Billing

  • The Service is offered under one or more Subscription plans, and may be made available for an initial pilot or trial period on terms communicated to the Customer at registration.
  • Subscriptions are billed on a monthly or annual cycle, in advance, in accordance with the plan selected by the Customer.
  • Where applicable, payments are processed via a third-party payment provider (for example, Stripe). The Customer authorises us to charge the payment method on file for amounts due.
  • If a payment is not received when due, we may suspend access to the Service following reasonable notice, and may terminate the Subscription if the failure is not remedied.
  • The Customer may upgrade or downgrade its plan in line with the options made available in the Service. Plan changes take effect from the next billing cycle unless stated otherwise.
  • Fees are non-refundable except where required by applicable law or expressly agreed in writing.

5. User Obligations & Acceptable Use

The Customer and its Users must not, and must not permit any third party to:

  • Use the Service for any unlawful, fraudulent, or harmful purpose.
  • Upload, transmit, or distribute viruses, malware, or other malicious code.
  • Bypass, disable, or interfere with security, authentication, or access controls, including warehouse boundary or role-based restrictions.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by law.
  • Conduct unauthorised scraping, crawling, automated extraction, penetration testing, or load testing against the Service.
  • Interfere with or disrupt the integrity, availability, or performance of the Service or the data of any other tenant.
  • Process personal data, commercial data, or product data which the Customer does not have a lawful basis or right to process.

6. Data Ownership & Intellectual Property

  • As between the parties, the Customer retains all right, title, and interest in and to its Customer Data.
  • WILS retains all right, title, and interest in and to the Platform, including the Service software, source code, user interface, workflows, documentation, design, brand, trade marks, and all other related intellectual property.
  • The Customer grants WILS a limited, non-exclusive, worldwide licence to host, copy, transmit, display, and otherwise process Customer Data solely as necessary to provide, maintain, secure, and support the Service.
  • WILS may generate aggregated, statistical, or anonymised analytics derived from use of the Service for the purposes of operating, improving, and benchmarking the Platform, provided that no such analytics identify the Customer, any User, or any individual.

7. Data Protection & Privacy

  • Each party shall comply with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation (GDPR) and the Irish Data Protection Act 2018.
  • For most personal data processed through the Service (for example, employee, operator, supplier, or customer contact details uploaded by the Customer), the Customer is the controller and WILS is the processor.
  • Where required, the parties will enter into a separate Data Processing Agreement which shall set out the subject matter, duration, nature, and purpose of processing, the categories of data subjects and personal data, and the technical and organisational measures applied.
  • The Customer is responsible for ensuring that it has a lawful basis for instructing WILS to process personal data on its behalf, and for providing all required notices and obtaining all required consents from data subjects.
  • WILS implements appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access.

8. Service Availability & Support

  • WILS will use commercially reasonable efforts to make the Service available and to provide reasonable support during normal business hours.
  • The Service may be unavailable from time to time due to planned maintenance, emergency maintenance, security patching, or upgrades. WILS will use reasonable efforts to give advance notice of planned maintenance where practicable.
  • WILS is not responsible for downtime or degraded performance caused by third-party hosting providers, network providers, payment providers, or carrier systems, or by issues with the Customer’s devices, browsers, internet connection, or local infrastructure.
  • A formal service level agreement (SLA) with specific uptime commitments and remedies applies only where it has been separately agreed in writing.

9. Third-Party Services and Integrations

The Service may interoperate with, or rely on, third-party providers, including but not limited to:

  • Payment providers (for example, Stripe).
  • Cloud hosting and infrastructure providers.
  • Email and notification providers.
  • Carriers and shipping providers (for example, DPD, An Post, DHL).
  • ERP, accounting, point-of-sale, and e-commerce systems integrated by the Customer.

Use of such third-party services is subject to the relevant provider’s terms and policies. WILS is not responsible for changes to, downtime of, deprecation of, or pricing changes by third-party APIs or services. The Customer is responsible for any third-party fees it incurs through its use of those integrations.

10. Customer Data, Backups and Export

  • WILS performs routine backups of the Platform for operational continuity and disaster recovery. These backups are not a substitute for the Customer’s own record-keeping.
  • The Customer is responsible for exporting and retaining any Customer Data it requires for business, accounting, tax, regulatory, or audit purposes.
  • On termination or expiry of the Subscription, WILS will, where reasonably feasible, allow the Customer a reasonable period to export Customer Data via the export functionality made available in the Service.
  • Following the export period, WILS may delete or anonymise Customer Data in accordance with its retention policies and applicable law.

11. Limitation of Liability

  • To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings, or business opportunity.
  • WILS is not liable for warehouse disruption, stock discrepancies, missed shipments, regulatory breaches, or product losses caused by inaccurate or incomplete Customer Data, by physical process errors in the warehouse, by User error, or by misuse of the Service.
  • Subject to the foregoing, the total aggregate liability of WILS arising out of or in connection with these Terms in any 12-month period shall not exceed the fees paid by the Customer to WILS for the Service in the 12 months immediately preceding the event giving rise to the claim.
  • Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (for example, liability for death or personal injury caused by negligence, or for fraud).

12. Indemnity

The Customer shall indemnify and hold harmless WILS, its affiliates, and their respective officers, employees, and contractors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Customer Data, including its content, accuracy, lawfulness, and the Customer’s right to process it.
  • Any unlawful or unauthorised use of the Service by the Customer or its Users.
  • Any breach by the Customer of these Terms.
  • The Customer’s warehouse operations and physical handling of goods.
  • The Customer’s compliance, or non-compliance, with product, regulatory, food, pharmaceutical, chemical, transport, customs, or labelling obligations.
  • Activity carried out under the Customer’s Tenant by any User or by any third party using a User’s credentials.

13. Suspension

WILS may suspend the Customer’s access to the Service, in whole or in part, on reasonable notice (or immediately where the circumstances reasonably require), if:

  • An invoice remains unpaid after its due date.
  • The Service is being misused or used in breach of these Terms.
  • Continued access poses a security risk to the Platform, to other tenants, or to the Customer’s own data.
  • Continued access poses a legal or regulatory risk to WILS or the Customer.
  • Unauthorised access to the Customer’s Tenant is suspected.
  • WILS is required to do so by law, by a regulator, or by a critical third-party provider.

WILS will use reasonable efforts to limit the suspension to what is required and to restore access once the underlying issue is resolved.

14. Termination

  • Either party may terminate the Subscription in accordance with the notice period applicable to the Customer’s plan.
  • Either party may terminate these Terms with immediate effect on written notice if the other party commits a material breach which is not remedied within a reasonable period after being notified, or if the other party becomes insolvent or ceases trading.
  • On termination, the Customer’s right to access and use the Service ends, and any outstanding fees become immediately due and payable.
  • The Customer may export its Customer Data during the export period described in section 10. After that period, WILS may delete or anonymise Customer Data in accordance with its retention policies.

15. Confidentiality

Each party may receive information from the other that is identified as confidential or that ought reasonably to be considered confidential ("Confidential Information"). Each party shall: (a) keep the other party’s Confidential Information confidential; (b) use it only for the purposes of performing or receiving the Service under these Terms; and (c) not disclose it to any third party except to its employees, contractors, and professional advisers who have a need to know and are bound by equivalent confidentiality obligations. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was independently developed, or is required to be disclosed by law or by a competent authority.

16. Operational Responsibility

WILS provides tools, workflows, and data structures to support warehouse decisions. The Customer remains solely responsible for:

  • Physical verification of goods received, picked, packed, and dispatched.
  • Confirmation of batch numbers, lot codes, expiry dates, and serial numbers against the physical product.
  • Stock counts, cycle counts, and reconciliation of physical stock against the Service.
  • Safe handling, storage, and movement of goods, including in line with health and safety law.
  • Compliance with food, pharmaceutical, medical device, chemical, hazardous goods, transport, customs, and labelling rules where applicable.
  • Production of correct labels, shipping documents, customs declarations, and related paperwork.

Operational signals, alerts, FEFO recommendations, and reconciliation reports produced by the Service are decision-support outputs based on Customer Data and shall not be relied upon as a substitute for physical verification.

17. Changes to These Terms

  • WILS may update these Terms from time to time, for example to reflect changes in the Service, in third-party providers, in legal or regulatory requirements, or in best practice.
  • Where changes are material, WILS will provide reasonable advance notice through the Service, by email to the Customer’s account contact, or by an in-app notification.
  • Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If the Customer does not accept a material change, its sole remedy is to terminate the Subscription before the change takes effect, in line with section 14.

18. Governing Law and Jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute or claim arising out of or in connection with these Terms, save that WILS may bring proceedings to enforce its intellectual property rights in any competent jurisdiction.

19. Contact

Questions or notices in relation to these Terms should be sent to:

  • [LEGAL COMPANY NAME]
  • [REGISTERED ADDRESS]
  • Company registration number: [COMPANY REGISTRATION NUMBER]
  • Legal email: [LEGAL EMAIL]
  • Website: [WEBSITE URL]

These Terms are provided as a draft and should be reviewed by a qualified legal professional before production use.