OVERT SOFTWARE SOLUTIONS TERMS AND CONDITIONS

1 About these 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; in which case the provisions of the Service Level Agreement 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 overleaf 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.

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.

4 About our charges
Our charges for the supply of the goods and/or services are set out overleaf. They are in GBP pounds sterling. Please note that VAT at the applicable rate has to be added to our charges. If we have agreed to supply services at our standard day rate, this constitutes 71⁄2 hours’ labour, including travelling to and from your premises but excluding statutory breaks. If we supply more than 71⁄2 hours’ labour in a day, we may charge you for any extra time at the rate of £106.00 per hour, in 1⁄4 hour units rounded up to the nearest 1⁄4 hour. In addition to our charges you must pay all our out of pocket expenses, including travel (at the rate of 45p per mile if we travel by car), 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 overleaf, 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 overleaf.

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 cash, by cheque, by credit or debit card and by bank transfer. Our account details are: Overt Software Solutions Ltd. Account number: 71701134 Sort Code: 40-26-08.

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 10% 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.

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 Privacy Policy.

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 the 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 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 hand 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 hand at the time of delivery or if posted 2 working days after posting.

12 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: 7354763 VAT Registration No: 116525824
Registered Office: Overt Software Solutions Ltd Overt House 28 Brecon Avenue, Berkeley Haywood. Worcester WR4 0RJ