OVERT SOFTWARE SOLUTIONS TERMS AND CONDITIONS
These Terms and Conditions apply to all goods and services supplied to you by Overt Software Solutions Ltd (‘us’, ‘we’, ‘our’ etc.) to the exclusion of any other terms and conditions accepted or purported to be accepted by you. They may be supplemented by our Service Level Agreement (SLA) and Data Processing Agreement (DPA) in which case the provisions of the SLA and DPA will take precedence if they conflict with these Terms and Conditions. Any changes to these Terms and Conditions must be agreed in writing by us.
2. What we will do
We will supply you with the goods and/or services described in your order subject to these Terms and Conditions with reasonable skill and care. The goods and/or services will insofar as is reasonably practicable be supplied in accordance with any agreed specification. However, we may at any time without notifying you make any changes to the goods and/or services necessary to comply with applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the goods and/or services. Time will not be of the essence in respect of the supply of goods or services by us to you notwithstanding any provision to the contrary.
In certain circumstances, it may become necessary for Overt Software Solutions Ltd to relocate the customer's product, service, or associated data. We understand that such a situation can have an impact on your operations, and we strive to minimise any disruption caused by such a relocation. Prior to any planned relocation, we will provide you with reasonable written notice to ensure you are adequately informed about the process and any potential impact on your product or service. We will work closely with you to plan and execute the relocation in a manner that minimises downtime and ensures a smooth transition. In the event of an emergency situation, where immediate relocation is required to safeguard the integrity of your product, service, or data, we will relocate the affected components within a reasonable time frame. We will make reasonable efforts to communicate with you promptly after the relocation has taken place and provide any necessary assistance to restore normal operations.
It is important to note that while we strive to mitigate any adverse effects, certain factors beyond our control, such as network infrastructure limitations or unforeseen technical complications, may result in temporary service disruptions during the relocation process. We will work to restore your product or service to its full functionality as quickly as possible.
We will provide you with a quotation for service renewal 45 days before the expiration of the current service term. You are required to review the quotation and provide confirmation within a specified timeframe if you wish to proceed with the renewal. Failure to confirm within the designated period may result in the expiration of the service term without automatic renewal.
We reserve the right to suspend and/or disconnect any services provided to you in the event of unpaid invoices. We understand the importance of prompt payment for the continued provision of our services and the smooth functioning of your operations. To ensure fairness and adherence to our agreed terms, the following conditions apply:
- Invoice Due Date: Payment is expected in full within 30 days of the invoice date.
- Overdue Invoices: In the event of unpaid invoices beyond the due date, we reserve the right to suspend and/or disconnect the associated services. Suspension or disconnection may result in temporary interruption or cessation of access to the affected services.
- Notice of Suspension or Disconnection: Prior to suspending or disconnecting services due to unpaid invoices, we will make reasonable efforts to notify you regarding the outstanding payment and the potential consequences if payment is not received within a specified period. Such notice may be delivered via email, postal mail, or other suitable means of communication as determined by us.
- Restoration of Services: Upon full settlement of the outstanding invoices, including any applicable late payment fees or interest, we will take action to restore the suspended or disconnected services. Please note that restoration may require a reasonable processing time, and we appreciate your patience during this period.
- Intellectual Property: All intellectual property rights in any goods and/or services supplied to you by us is owned by or licensed to us. We license all such rights to you free of charge on a non-exclusive and non-transferable basis solely to enable you to make use of such goods and/or services. Such licence will terminate immediately upon termination of your contract with us.
3. What you must do
You must co-operate with us so that we can supply the goods and/or services to you. This means you must provide us with the computer hardware, software and equipment and any documents, materials, information, or data we require, at your expense, and in sufficient time to enable us to supply the goods and/or services on the agreed date(s) and time(s). You are responsible for the accuracy of all information etc. you provide to us. Any instructions you give us must be clear and unambiguous.
You must ensure that you provide us with a valid name, address, telephone, and email contact address. You must inform us of any change in your contact details within three days of any changes.
You agree that you will not, without our prior written consent, from the time of commencement of our contract with you until 6 months after completion of delivery of the goods and/or services, solicit or entice away from us or employ or attempt to employ any person who is, or has been, employed or engaged as a subcontractor by us. This prohibition shall not apply to hire of an employee or subcontractor of ours as a result of a recruitment campaign not specifically targeted at our employees or subcontractors.
We shall not be liable for any delay or failure to perform to the extent to which such delay or failure is caused by your failure to comply with these terms.
4. About our charges
Our charges for the supply of goods and/or services are as set out in your order and displayed on our website, all in GBP pounds sterling. Please note that VAT at the applicable rate will be added to our charges. Our standard daily rate is £106.67, covering 7 ½ hours of labor with statutory breaks excluded, exclusive of traveling to and from your premises. Should you require services outside our normal working hours of 9am-5pm, an out-of-hours rate will apply. Any services supplied during these hours will be charged at a rate of £200.00 per hour. Furthermore, if the service we provide exceeds the standard 7 ½ hours' labor within a day, we reserve the right to charge for any additional time. The extra time will be billed at a rate of £106.67 per hour (9am-5pm) or £200.00 per hour (5pm-9am), calculated in 1/4 hour units, rounded up to the nearest 1/4 hour. Please also be aware that, in addition to our charges, you will be responsible for covering all out-of-pocket expenses we incur while providing the service. These expenses include travel costs, which will be calculated at a rate of 45p per mile if we travel by car, as well as accommodation and subsistence costs.
5. When our charges may change
If you request additional goods and/or services or a variation to the goods and/or services described on the website, we may revise our charges. We may also increase our charges if we feel the supply of goods and/or services has been complicated or taken longer than expected as a result of your instructions (or lack of instructions), the inaccuracy of information or data provided by you, or any other cause attributable to you. We will notify you if we believe our charges are likely to exceed those set out on the website.
6. When our charges must be paid
We will raise our invoice on delivery of the goods or completion of the services, unless it is agreed we will invoice you at any earlier date. You must make payment in full within 30 days of the date of our invoice. We accept payment in by cheque, by credit or debit card and by bank transfer. You hereby acknowledge and agree that your obligation to pay all amounts and charges due hereunder, and our rights to such payments shall be absolute, unconditional and irrevocable and shall not be affected by any circumstances of any character, including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reductions, rescission, defence or other right or claim that you may have against us.
Exceptions to payment obligations may be considered by us on a case-by-case basis, subject to our sole discretion. We makes no guarantee, representation, or promise regarding the granting of exceptions and reserve the right to determine whether any exceptions will be granted or not. Our decision regarding exceptions to payment obligations shall be final and binding. Any exceptions granted in specific instances shall not create a precedent or establish any obligation for future cases.
We reserve the right to prohibit your access to their services supported by us if you have overdue invoices.
7. What happens if you fail to pay when due
If you fail to pay an invoice on the due date, we may charge interest on the amount unpaid at the rate of 8% per annum above the base rate from time to time of HSBC Bank plc. We may also cease to supply goods and/or services to you without further notice. You must pay all fees, costs and expenses we incur in collecting any outstanding charges or other sums from you. See this link for more information.
8. How the contract between us may be brought to an end
Either of us may terminate the contract between us by giving the other party no less than 45 days’ notice of such intention. We may also terminate the contract immediately if we believe you are in breach of these Terms and Conditions. In the event of termination for any reason you must settle any outstanding invoices and pay us such sum as we deem fair in respect of the goods and/or services actually supplied by us to you up to the point of termination. Any termination of the contract between us will be without prejudice to any other rights or remedies we may have, whether under these Terms and Conditions or at law, and however they may arise.
9. About our obligations regarding confidential and personal data
We each agree to keep in confidence all information of whatever nature relating to our respective businesses and affairs. We will not divulge such information to any person or allow it to be divulged, except as permitted (or required) by law, or with the other party’s consent.
You can read about how we comply with the General Data Protection Regulation (GDPR) in our Security and Data Protection page.
10. About our liability to you
We will not be liable to you for any default or be deemed to be in breach of contract by reason of any delay or failure to supply due to any circumstance beyond our reasonable control. Our entire liability to you in connection with the supply of goods and/or services (whether in respect of the supply itself, damages, breach, indemnity or otherwise) will not in any circumstances exceed twice the amount of charges paid by you to us for the supply of goods and/or services in the preceding 12 months. Except in respect of death or personal injury caused by our negligence, we will not be liable to you by reason of any representation (unless fraudulent); nor we will be liable to you for any loss of anticipated savings, business revenues or profits (direct or indirect) or any special or consequential loss, loss of goodwill or other economic loss. We make no express warranties and specifically disclaim any implied warranties with respect to our supply of goods and/or services to you.
11. About your liability to us
You will not be liable to us for any default or be deemed to be in breach of contract by reason of any delay or failure to supply due to any circumstance beyond your reasonable control. Your entire liability to us in connection with the supply of goods and/or services (whether in respect of the supply itself, damages, breach, indemnity or otherwise) will not in any circumstances exceed twice the amount of charges paid by yourselves to us, for the supply of goods and/or services in the preceding 12 months. Except in respect of death or personal injury caused by your negligence, you will not be liable to us by reason of any representation (unless fraudulent); nor will you be liable to us for any loss of anticipated savings, business revenues or profits (direct or indirect) or any special or consequential loss, loss of goodwill or other economic loss.
12. How notices may be sent
Any notice or other communication to be given under these Terms and Conditions must be in writing and may be delivered by email to firstname.lastname@example.org or sent by first class pre-paid recorded delivery post to the addressee’s registered office. - Notices will be deemed to have been received if delivered by email to email@example.com at the time of delivery or if posted 2 working days after posting.
13. General matters
These Terms and Conditions constitute the entire agreement between us. They supersede any previous agreement or understanding. If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, such provision shall be severed and the remainder of these Terms and Conditions shall continue in full force and effect. If we delay in exercising our rights under these Terms and Conditions, it will not be deemed to be a waiver of such rights; and no waiver by us of a breach by you of these Terms and Conditions will be considered a waiver of any subsequent breach. We do not intend these Terms and Conditions to create any rights or benefits to any other party not specifically named overleaf. These Terms and Conditions are governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction over any dispute between us.
Registered in England & Wales Reg Company No: 07354763 VAT Registration No: 116525824
Registered Office: Unit 2 Hawford Business Centre Hawford Worcestershire WR3 7SG.