Terms & Conditions

General Terms & Conditions

“General Terms and Conditions” (GTC) refer to the business relationship between Willsbe LLC (Willsbe) and its clients (the clients). Willsbe reserves the right to modify these GTC unilaterally at any time and provide the modified text to the current clients as soon as possible. The client should take the responsibility to get acquainted with GTC prior to initiation of business relationship with Willsbe.
1. Scope of application

1.1. These GTC are effective for all contracts and a contract subject to these GTC shall arise as a consequence of our acceptance of an order.

1.2. Apart from General Manager or authorized representatives of Willsbe, no employee or sub-contractor of Willsbe shall be entitled to authorize any amendments of GTC.

1.3. These GTC shall also apply to future deliveries, services or offers to the client, even if they are not agreed separately.

2. Applicability contractual terms and conditions

2.1. Each contract which is concluded by Willsbe shall to such an extent be viewed as a separate contract between Willsbe and the client unless otherwise agreed in writing. To the extent that no contrary provisions are expressly agreed in writing and signed by a General Manager or an authorized representative of Willsbe, the client’s own GTC shall be without any effect, even if such the client refers or has referred at some point in time to its own GTC.

2.2. In the event that the client subsequently requests changes to the already accepted order / concluded individual contract, Willsbe shall not be obliged to accept such additional request. If Willsbe is willing to accept such additional request, then such consent should be incorporated into writing.

2.3. As per the contract concluded between the parties, Willsbe delivers the ordered services specified in the individual contract.

3. Fees and payment terms

3.1. To the extent that no express agreement to the contrary is reached, payments must be made at the latest within a period of thirty (30) days from the date of the invoice or included in individual contract. Any complaint in relation to payment of fees must be submitted within the payment period unless the complaint concerns defects or other circumstances, which were not apparent in the ordinary course of business within this period. Should the client default on any payment, all sums owed by the client – including any sums owed pursuant to other contracts – shall become immediately due and payable.

3.2. Payments shall be made by way of a bank transfer. Other means of payment shall require the prior consent of Willsbe. The client shall be obliged to transfer the charged fees to the bank account of Willsbe as stipulated in the invoice or individual contract.

4. Delivery dates

4.1. Willsbe shall be required to use its commercially reasonable time frames to comply with the estimated delivery periods.

4.2. Willsbe shall be entitled to deliver the order(s) in deliverables, the client should pay after completion of each deliverable.

4.3. The client shall observe the provisions regarding the import of the products into its own country or a third country. Willsbe cannot guarantee that import licenses, permits and approvals will be granted to the client.

5. Limitation on liability

5.1. Willsbe shall be liable for losses which are due to an intentional or grossly negligent breach of obligations by its representatives.

5.2. Willsbe’s liability shall be limited to the cost of damage, caused directly by Willsbe’s representatives.

5.3. The client should fully refund to Willsbe the damage, caused by the clients’ irresponsible actions.

6. Force majeure

6.1. Willsbe shall not be liable to pay any compensation in respect of any delays, errors, damage or other problems which are caused by events or circumstances, which were unforeseeable by Willsbe or which are beyond its control or which result from compliance with official orders, legislation or regulations.

6.2. Where Willsbe is affected by significant disadvantages as a result of performance interruptions or delay which are not the responsibility of Willsbe, in particular difficulties in meeting deadlines, Willsbe shall be entitled wholly or partially to rescind the contract in respect of the element not yet performed.

7. Confidentiality

7.1. Willsbe shall be entitled to store and process any personal or commercial data which it receives in accordance with the applicable statutory provisions relating to data protection, irrespective of whether or not such data is provided directly by the client or by a third party. Willsbe shall deal with such data confidentially in accordance with the Georgian law

7.2. Willsbe can share the personal information to other parties, involved in the project without consent from the client.

Further information about processing and protecting of personal data by Willsbe’ shall be found in Willsbe’ Privacy Policy available at https://willsbe.com/privacy-policy

8. Miscellaneous provisions

8.1. Willsbe may use of subcontractors for delivering its services and those services should be included in the contract and/or invoice.

8.2. These GTC shall be amended in writing from time to time by Willsbe. In each case the version of GTC in force on the date of the acceptance of the offer shall be the version applicable to the resulting contract.

8.3. In the event that a court strikes down any provisions of these GTC, limits them in their application or finds them to be invalid, unlawful or unenforceable, the remaining provisions shall remain valid to the fullest extent possible.

9. Governing law

9.1. Matters not regulated in individual contracts between parties shall be governed by the present General Terms and Conditions.

9.2. Unless otherwise provided in the GTC or otherwise agreed in writing between the parties, the individual contract between Willsbe and the client is governed by, and shall be construed in accordance with, Georgian law.