Terms of Use and Service

1. About these terms

Novaratech Ltd, trading as NovaraTech, is a company registered in England and Wales under company number 16741821. Our registered office is Piccadilly Business Centre, Unit C Aldow Enterprise Park, Blackett Street, Manchester, England, M12 6AE.

These terms are intended for business customers and website users acting in the course of business. A signed proposal, statement of work, service agreement or data processing agreement may add to or replace parts of these terms. If there is a conflict, the specifically agreed written document takes priority.

2. Website use

The website provides general information about our capabilities. It is not accounting, legal, tax, investment or other regulated professional advice, and it is not a binding offer. You should obtain advice suited to your circumstances before acting on website content.

You must not misuse the website, interfere with its operation, attempt unauthorised access, introduce malicious code, scrape it in a way that impairs service, or use its content unlawfully. We may suspend access where reasonably necessary to protect the website or others.

Links to third-party websites are provided for convenience. We do not control or endorse their content or availability.

3. Services and formation of an agreement

Our services may include business-process advisory, ERP consultation and implementation, configuration, customisation, automation, integration, training, hosting, support and maintenance. Website enquiries and initial discussions do not create an obligation for either party to proceed.

A service agreement begins only when both parties accept a written proposal, statement of work, order form or other written agreement. That document will identify the scope, deliverables, assumptions, dependencies, timetable and fees.

4. Client responsibilities and change control

You will provide timely and accurate information, suitably authorised personnel, decisions, access, environments and materials reasonably required for the services. You confirm that you have the right to provide all data, software and content made available to us.

Project dates depend on agreed assumptions and client dependencies. We are not responsible for delay caused by missing access, information, approvals, third-party systems or events outside our reasonable control. Either party may request a change, but a change to scope, timing or fees takes effect only when agreed in writing.

5. Fees, invoices and taxes

Fees and payment dates will be set out in the applicable agreement. Fees are exclusive of VAT and similar taxes unless stated otherwise. You must raise a genuine invoice dispute promptly and pay undisputed amounts when due.

If an undisputed business invoice is overdue, we may charge statutory interest and recovery costs where the Late Payment of Commercial Debts (Interest) Act 1998 applies, or the rate stated in the applicable agreement. After reasonable notice, we may suspend affected services while undisputed sums remain overdue.

6. Intellectual property

Each party keeps ownership of intellectual property it owned or developed independently of the project. We retain our methods, know-how, templates, tools, reusable code and other background materials.

Ownership or licensing of project-specific deliverables will be stated in the applicable agreement. Unless that agreement says otherwise, once all relevant fees are paid we grant you a non-exclusive, non-transferable licence to use the deliverables internally for your business. Third-party and open-source materials remain subject to their own licence terms.

The NovaraTech name, branding, website design and website content may not be copied, republished or commercially exploited without our written permission, except as permitted by law.

7. Data protection, security and hosting

Each party will comply with applicable data-protection law. Our use of contact and account information as controller is described in our Privacy Policy. Where we process personal data for you as processor, the parties will put appropriate processor terms in place.

Hosting, backup, recovery, support hours, service levels and security responsibilities apply only where expressly included in the applicable agreement. Unless a service level is agreed in writing, we do not promise uninterrupted or error-free availability.

8. Confidentiality and subcontracting

Each party will protect the other's non-public confidential information, use it only for the agreement, and disclose it only to people who need it and are bound by suitable duties. This does not cover information that is public without breach, already lawfully known, independently developed or lawfully obtained from another source. A party may disclose information where required by law after giving notice where legally permitted.

We may use suitably qualified personnel and subcontractors to deliver services. We remain responsible for their work to the extent set out in the applicable agreement and will impose appropriate confidentiality and data-protection obligations.

9. Standard of service and third-party systems

We will perform agreed services with reasonable care and skill. ERP platforms, cloud services, integrations and other third-party products are subject to their providers' terms and may change independently of us. We are not responsible for third-party failure, discontinuation or changes outside our reasonable control, although we will provide agreed assistance in responding to them.

10. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a term implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or any other liability that cannot lawfully be limited or excluded.

Subject to that paragraph, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, except to the extent the applicable agreement expressly provides otherwise.

Subject to the first paragraph of this section, our total aggregate liability arising out of an applicable agreement will not exceed the fees paid or payable under that agreement during the 12 months before the event giving rise to the claim. Any different cap or risk allocation in the applicable agreement takes priority.

11. Suspension and termination

Suspension and termination rights will be set out in the applicable agreement. Unless it states otherwise, either party may terminate for a material breach that is not remedied within 30 days after written notice, or immediately where the other party becomes insolvent.

Termination does not affect accrued rights or payment obligations. Provisions intended by their nature to continue, including confidentiality, intellectual property, data protection and liability, will survive. Data return, export and deletion assistance is provided only as stated in the applicable agreement and may be chargeable.

12. General terms

Neither party is liable for delay caused by events outside its reasonable control, provided it takes reasonable steps to reduce the effect. Neither party may transfer an agreement without the other's written consent, not to be unreasonably withheld, except as part of a genuine corporate reorganisation or sale of substantially all relevant business assets.

No failure to enforce a right is a waiver. If a provision is unenforceable, the remaining provisions continue. Nothing creates a partnership, joint venture, agency or employment relationship. A person who is not a party has no right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

We may update the website-use parts of these terms by publishing a revised version. Changes to an existing service agreement require the written agreement of both parties unless that agreement expressly provides otherwise.

13. Governing law and contact

These terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the applicable agreement states otherwise.

Questions or formal notices concerning these terms may be sent to info@novaratech.co.uk and to our registered office.