Terms & Conditions

1. Company identity

These terms are issued by:

ALVORIS SOFTWARE LTD
Private Limited Company registered in England
Company number: 17382770
Registered office: 36 Chesil Street, Winchester, England, SO23 0HX, United Kingdom
Email: support@alvorissoftware.tech
Telephone: +44 7848 458017

In these terms, “we”, “us” and “Alvoris” mean ALVORIS SOFTWARE LTD. “You” and “the client” mean the person or organisation engaging us. “Consumer” has the meaning given in the Consumer Rights Act 2015.

2. Services

We provide services in two registered areas of activity:

• 62012 — Business and domestic software development. The design and development of purpose-built business applications, including operational and case management systems, customer and partner portals, management reporting and information systems, and scheduling and resource planning applications.
• 62020 — Information technology consultancy activities. Independent assessment and advice, including IT systems audits and improvement reviews, software selection and vendor advisory work, IT estate rationalisation and cost review, and business continuity and technology resilience planning.

We do not provide legal, accounting, tax, regulatory or financial advice. We do not provide day-to-day IT support, managed IT services, network or hardware engineering, penetration testing, information security certification, or forensic investigation. Where an enquiry requires services of that kind, we will say so.

3. Quotations

1. Prices published on this website are indicative starting prices. They are not offers capable of acceptance and do not form a contract.
2. A binding price arises only from a written quotation issued by us and accepted by you.
3. Unless stated otherwise, a written quotation remains open for acceptance for 30 days from its date.
4. Every quotation states the scope of work, the deliverables, the price, the payment schedule, the indicative timeframe and any express exclusions.
5. Acceptance may be given in writing, including by email. On acceptance, a contract is formed on these terms together with the quotation.
6. Where the quotation and these terms conflict, the quotation prevails in respect of that engagement.

4. Scope of work

1. The scope of an engagement is defined in the accepted quotation and in any specification document produced and agreed during the engagement.
2. Work not described in those documents is outside scope. We will identify out-of-scope requests when they arise rather than absorbing them silently or presenting them at the end of an engagement.
3. Where a specification document is produced during the engagement, it supplements the quotation. If it materially changes the effort required, we will issue a revised quotation for your approval before continuing.

5. Pricing

1. Prices are quoted in pounds sterling and are exclusive of value added tax, which will be added at the prevailing rate where applicable.
2. Third-party costs — including software licences, hosting, domain registration, subscriptions and any external services required to deliver or operate the work — are additional. Where we know of them at quotation stage, they are identified separately. They are charged at cost.
3. Where an engagement is quoted as a fixed price for a defined scope, that price does not change unless the scope changes under clause 7.
4. Where work is agreed on a time basis, the applicable rate is stated in the quotation and time is recorded and reported to you.
5. Expenses such as travel, where required and agreed in advance, are charged at cost.

6. Payment

1. The payment schedule is stated in the quotation. Engagements are commonly invoiced in instalments — typically a deposit on acceptance, one or more payments at agreed milestones and a balance on delivery.
2. Unless the quotation states otherwise, invoices are payable within 14 days of the invoice date.
3. Payment is made by bank transfer to the account stated on the invoice.
4. We may suspend work where an invoice remains unpaid after its due date and we have given you written notice and a reasonable opportunity to pay.
5. We reserve the right to charge interest and reasonable recovery costs on overdue commercial invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. This clause does not apply to consumers.
6. Where a deposit is stated as non-refundable, that is stated expressly in the quotation and reflects work reserved and preparatory work performed. Consumer cancellation rights under clause 17 are unaffected.

7. Changes to a project

1. Requirements often develop once work is under way. Minor refinements within the agreed scope form part of the work.
2. Where a request falls outside the agreed scope, we will tell you at the time, describe the additional effort and, where material, issue a written change quotation.
3. No out-of-scope work is carried out and no additional charge is incurred without your written approval.
4. You may instead choose to defer a change, drop it, or exchange it for something of comparable effort within the existing scope.
5. Approved changes may affect the delivery schedule. Any such effect will be stated when the change is quoted.

8. Client responsibilities

1. You agree to provide, in reasonable time, the information, materials, content, access and decisions that the engagement requires.
2. You agree to nominate a person authorised to answer questions and approve deliverables on your behalf.
3. You agree to make relevant staff available for the interviews, walkthroughs, reviews and testing described in the quotation.
4. You are responsible for the accuracy, legality and ownership of any content, data or materials you supply to us, and you confirm that you are entitled to provide them.
5. You are responsible for obtaining any consents, licences or permissions required in relation to data or systems you ask us to work with.
6. Where your delay prevents us from proceeding, we will tell you promptly. Extended delay may affect the schedule and, where it causes us to reserve or re-plan resource, may affect price. Any such effect will be discussed with you before it is applied.

9. Third-party services

1. Delivered work may rely on third-party components, platforms, hosting, libraries or services. Where it does, we will identify them.
2. Third-party components remain subject to their own licences and terms. We do not grant rights in them beyond what those licences allow.
3. We are not responsible for the availability, performance, pricing, security or continued existence of third-party services outside our control.
4. Where third-party services are contracted in your name, you are responsible for those contracts and their renewal.
5. We select third-party components with reasonable care, favouring well-supported and widely used options, but we give no warranty in respect of them.

10. Delivery

1. Indicative timeframes are stated in the quotation. They are estimates made in good faith on the basis of the information available and the assumptions stated.
2. Timeframes depend on scope, complexity, the condition of existing systems and data, and the timeliness of your information, decisions and reviews.
3. Unless the quotation expressly states that time is of the essence, delivery dates are not contractual deadlines.
4. We will notify you promptly if we become aware that a timeframe is unlikely to be met, together with the reason and a revised expectation.

11. Delays

1. Neither party is liable for delay caused by circumstances beyond its reasonable control, including failure of third-party services, serious illness, or other events that could not reasonably have been foreseen or avoided.
2. Where such an event occurs, we will inform you, take reasonable steps to limit the effect and agree a revised schedule with you.
3. Where delay arises from information, approvals or access not being provided, the schedule is extended by a reasonable period.

12. Testing and acceptance

1. Development engagements include a period of acceptance testing against scenarios agreed during the engagement.
2. You agree to carry out acceptance testing within the period stated in the quotation, or within 10 working days of notification if no period is stated.
3. Defects identified during acceptance testing — where the delivered work does not conform to the agreed specification — will be corrected at no additional charge.
4. Requests for behaviour that differs from the agreed specification are changes under clause 7, not defects.
5. Work is deemed accepted on the earlier of your written acceptance, the expiry of the acceptance testing period without reported defects, or your use of the delivered work in live operation.
6. After acceptance, a support window applies for the period stated in the quotation, during which defects in the delivered work are corrected at no additional charge.

13. Intellectual property

1. Content, data and materials you supply to us remain your property.
2. Intellectual property rights in bespoke work specifically created for you under an engagement transfer to you on receipt of payment in full for that engagement.
3. Until payment in full is received, we retain all rights in the delivered work and grant no licence to use it in live operation.
4. We retain ownership of any pre-existing tools, libraries, frameworks, techniques and general know-how used in delivering the work. Where such components are incorporated into the delivered work, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that work.
5. Third-party components remain subject to their own licences.
6. Nothing in this clause restricts our right to use the general knowledge, skills and experience gained during an engagement.
7. We will not identify you as a client in any public material without your written permission.

14. Confidentiality

1. Each party agrees to keep confidential any non-public information disclosed by the other in connection with an engagement, and to use it only for the purposes of that engagement.
2. This obligation applies without the need for a separate agreement. We are willing to sign a client's own confidentiality agreement where procurement requires it.
3. The obligation does not apply to information that is or becomes public other than through breach of this clause, was already lawfully known to the receiving party, is independently developed, or is required to be disclosed by law or a regulator.
4. This obligation continues after the engagement ends.

15. Data protection

1. Where we process personal data on your behalf in the course of an engagement, you are the controller and we act as processor.
2. We will process such personal data only on your documented instructions, apply appropriate technical and organisational measures, impose confidentiality obligations on anyone we authorise to process it, and assist you so far as reasonable with your own obligations.
3. Where an engagement involves substantial processing of personal data, the parties will enter into a written data processing agreement setting out the subject matter, duration, nature, purpose, categories of data and categories of data subject.
4. Our handling of personal data relating to enquiries and website use is described in our Privacy Policy.

16. Termination

1. Either party may terminate an engagement by written notice if the other commits a material breach and fails to remedy it within 14 days of written notice specifying the breach.
2. Either party may terminate immediately if the other becomes insolvent, enters administration or liquidation, or ceases to carry on business.
3. On termination, you remain liable for all work properly performed up to the date of termination, together with any third-party costs already committed.
4. On termination and payment of sums due, we will deliver to you the work completed to that point in a reasonable format, together with your data and materials.
5. Clauses relating to intellectual property, confidentiality, liability and governing law survive termination.

17. Cancellation

1. To request cancellation of a service or project, please contact ALVORIS SOFTWARE LTD by telephone on +44 7848 458017. Telephone is the primary cancellation method.
2. We will confirm the request in writing, together with a statement of work completed to that point and any third-party costs incurred.
3. Work already completed may remain chargeable. Third-party costs already incurred may not be recoverable.
4. Accepted quotations may contain project-specific cancellation terms, which apply in addition to this clause.
5. Each cancellation request is reviewed on the basis of the work actually performed and the stage the engagement has reached.
6. Where you are a consumer and the contract was concluded at a distance or away from our premises, you have a statutory right to cancel within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Where you have asked us to begin work within that period, you may be required to pay for services supplied up to the point of cancellation. Where the service has been fully performed within the cancellation period with your express request and acknowledgement, the right to cancel is lost.
7. Full details are set out in our Cancellation Policy.

18. Warranties and limitations

1. We warrant that services will be performed with reasonable care and skill, and that delivered work will conform in material respects to the agreed specification.
2. We do not warrant that software will be free from all defects, that it will operate without interruption, or that it will meet requirements that were not part of the agreed specification.
3. We give no warranty in respect of third-party components, platforms or services.
4. We give no guarantee of any particular commercial result, cost saving, efficiency gain or business outcome. Recommendations in consultancy deliverables are professional opinions based on the information available during the engagement.
5. Nothing in these terms excludes or limits your statutory rights as a consumer, including rights under the Consumer Rights Act 2015 that services be performed with reasonable care and skill.

19. Liability

1. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.
2. Subject to clause 19.1, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total charges paid by you to us under that engagement.
3. Subject to clause 19.1, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss.
4. Subject to clause 19.1, we are not liable for loss or corruption of data where you have not maintained your own backups, nor for any loss arising from decisions you take that go beyond our written recommendations.
5. Where you are a consumer, these limitations apply only to the extent permitted by law, and your statutory rights are unaffected.
6. You agree to notify us of any claim within a reasonable period of becoming aware of the circumstances giving rise to it.

20. Communications

1. Formal notices under these terms should be sent by email to support@alvorissoftware.tech or by post to the registered office.
2. Routine project communication is normally by email, supplemented by telephone or video calls as convenient.
3. Each party is responsible for keeping its contact details current.
4. We will provide written summaries at the conclusion of each engagement stage as described in the quotation.

21. General

1. These terms, together with the accepted quotation and any agreed specification, form the entire agreement between the parties in respect of the engagement and supersede any prior discussion or representation.
2. No failure or delay in exercising a right is a waiver of that right.
3. If any provision is found to be invalid or unenforceable, the remaining provisions continue in force.
4. Neither party may assign or transfer its rights or obligations without the other's written consent, which will not be unreasonably withheld.
5. Nothing in these terms creates a partnership, joint venture or employment relationship between the parties.
6. A person who is not a party to the contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
7. We may update these terms from time to time. The version in force at the date a quotation is accepted governs that engagement.

22. Governing law and jurisdiction

These terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that where you are a consumer resident elsewhere in the United Kingdom you may also bring proceedings in the courts of your own jurisdiction.

23. Contact

Questions about these terms should be addressed to:

ALVORIS SOFTWARE LTD
36 Chesil Street, Winchester, England, SO23 0HX, United Kingdom
Email: support@alvorissoftware.tech
Telephone: +44 7848 458017
Company number: 17382770

These terms are provided for the operation of this website and as the standard basis of engagement. They are drafted to be suitable for review by a qualified legal adviser before use in a specific contract, and they are not legal advice.