Company: Optisoft Ltd
Registered Address: 7 Alpha Court, Monks Cross Drive, Huntington, York, YO32 9WN
Company Number: 2582940
Email: info@optisoft.co.uk
Telephone: 0333 002 0495
PART A – COMMERCIAL TERMS
The commercial details of the agreement between Optisoft Ltd and the Client are set out in the Confirmation of Order which forms part of this Agreement and may include:
• Client details
• Practice location(s)
• Software modules supplied
• Hardware or equipment supplied
• Subscription fees and support charges
• Minimum contract term
PART B – GENERAL TERMS
1. Definitions
1.1 “Agreement” means these Terms and Conditions together with the Confirmation of Order.
1.2 “Client” means the organisation purchasing software, services or equipment from Optisoft.
1.3 “Software” means the Optisoft practice management software and associated modules.
1.4 “Equipment” means hardware supplied by Optisoft.
1.5 “Support Services” means the support and maintenance services provided by Optisoft.
1.6 “Subscription Fee” means the recurring fee payable for the Software and Support Services.
1.7 “Minimum Term” means the initial two (2) year contract period beginning on the Effective Date.
2. Formation of Contract
2.1 A binding contract is formed when the Client signs the Confirmation of Order.
2.2 Use of the Software or services constitutes acceptance of these Terms.
2.3 These Terms apply to the exclusion of any other terms proposed by the Client unless agreed in writing by Optisoft.
3. Software Licence
3.1 Optisoft grants the Client a non-exclusive, non-transferable licence to use the Software for internal business purposes.
3.2 All intellectual property rights remain the property of Optisoft Ltd.
3.3 The Client shall not copy, modify, distribute or reverse engineer the Software.
4. Equipment Supply
4.1 Where Equipment is supplied, title shall pass to the Client once full payment has been received.
4.2 Risk in the Equipment passes upon delivery.
4.3 Optisoft may substitute equivalent hardware where necessary.
5. Installation
5.1 Installation is deemed complete when the Software and Equipment are operational at the Client premises or accessible remotely.
5.2 Where the Client installs hardware independently, installation is deemed complete upon delivery.
6. Support Services
6.1 Subscription includes access to support services and software updates.
6.2 Support hours are:
Monday–Friday 09:00–17:30
Saturday 09:00–12:00
excluding UK public holidays.
6.3 Additional services including training, consultancy or site visits may incur additional charges.
7. Client Responsibilities
7.1 The Client shall maintain appropriate hardware and connectivity.
7.2 The Client shall perform daily backups of all data (where data is held locally).
7.3 The Client shall provide access for remote support where required.
8. Fees and Payment
8.1 Fees are specified in the Confirmation of Order.
8.2 Payments are normally collected by Direct Debit.
8.3 All prices are exclusive of VAT.
8.4 Optisoft reserves the right to increase Subscription Fees or Support Charges upon giving not less than thirty (30) days written notice.
8.5 Annual increases may also be applied in line with the UK Consumer Price Index (CPI).
9. Direct Debit Authority
9.1 Where payment is made by Direct Debit the Client authorises Optisoft to collect all sums due under this Agreement.
9.2 Cancellation of a Direct Debit instruction does not constitute termination of this Agreement.
9.3 Any outstanding balances remain payable in full.
10. Direct Debit Indemnity and Chargebacks
10.1 If the Client raises a Direct Debit indemnity claim or chargeback through their bank for payments properly due under this Agreement, the Client remains liable for those charges.
10.2 The Client agrees to reimburse Optisoft for any administrative costs, bank penalties or losses incurred as a result of such claim.
11. Contract Term
11.1 The Agreement shall commence on the Effective Date and continue for a Minimum Term of two (2) years.
11.2 Following the Minimum Term the Agreement continues on a rolling monthly basis unless terminated.
12. Termination
12.1 The Client may terminate the Agreement after the Minimum Term by giving one (1) calendar month written notice.
12.2 Verbal cancellation requests shall not be accepted.
12.3 All charges remain payable during the notice period.
12.4 Optisoft may terminate the Agreement for non‑payment, breach or insolvency.
13. Suspension of Services
13.1 Optisoft may suspend Software or Support Services where payments are overdue or the Agreement is breached.
13.2 Suspension does not terminate the Agreement and charges will continue to apply.
14. Change of Ownership
14.1 If the Client’s business is sold or transferred, responsibility for terminating supplier agreements rests with the Client or new owner.
14.2 Charges continue until written notice is received.
15. Data Access and Retention
15.1 The Client remains responsible for maintaining backups of its data (where data is held locally).
15.2 Optisoft may assist with data extraction which may incur additional charges.
15.3 Hosted data may be permanently deleted thirty (30) days after termination.
16. Intellectual Property Claims
16.1 Optisoft will defend claims that the Software infringes third‑party intellectual property rights provided the Client promptly notifies Optisoft.
17. Third‑Party Software
17.1 Third‑party software may be subject to the licence terms of the relevant supplier.
17.2 Optisoft shall not be responsible for limitations imposed by third‑party software providers.
18. Late Payment and Recovery Costs
18.1 Interest may be charged at 4% above the Bank of England base rate on overdue payments.
18.2 The Client shall be responsible for reasonable recovery costs incurred by Optisoft.
19. Limitation of Liability
19.1 Optisoft shall not be liable for indirect or consequential losses.
19.2 Total liability shall not exceed 150% of fees paid under this Agreement.
20. Confidentiality
20.1 Both parties shall keep confidential all proprietary information disclosed during the Agreement.
21. Data Protection
21.1 Both parties shall comply with UK GDPR and the Data Protection Act 2018.
22. Force Majeure
22.1 Neither party shall be liable for delay or failure caused by events beyond reasonable control.
23. No Set-Off
23.1 Payments must be made in full without deduction, withholding or set‑off.
24. Entire Agreement
24.1 This Agreement constitutes the entire agreement between the parties.
25. Notices
25.1 Notices must be provided in writing by email, post or courier.
26. Governing Law
26.1 This Agreement shall be governed by the laws of England and Wales.
