The following Terms and Conditions (“Terms”) apply to all transactions with  Evo-soft Limited (Evo-soft) to the exclusion of all other terms and conditions, irrespective of the date of any alternative terms and conditions which may be sent to Evo-soft. These Terms shall become binding on the Customer on the earlier of: (i) An Order is accepted by Evo-soft; (ii) The Customer signing or agreeing in writing to an Order; (iii) the Customer agreeing these Terms in writing (which may include email); (iv) the Customer paying any amount towards any item specified in the Customer Schedule; (v) Evo-soft delivering or installing (where applicable) any Product or Service; or (vi) the Customer using or accessing any Product or Service.


In these Terms, the following expressions shall have the meanings prescribed:-

“Confidential Information” All information, technical data or know-how, (whether written, oral or by another means and whether directly or indirectly) relating to the disclosing party (“Disclosing Party”) whether created before or after these Terms come into force including, but not limited to, research, products, services, customers markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which is reasonably deemed to be confidential or proprietary. Confidential Information includes the information of a Third Party that is in the possession of one of the parties hereto and is disclosed to the other party hereto in confidence. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior to or after the time the disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is expressly approved in writing for release by the disclosing party or (iv) is independently developed by the receiving party without the use of any Confidential Information of the other party.

“Customer” The person, company or other body purchasing the Products and/or Services from Evo-soft pursuant to an Order.

“Customer Schedule” The document setting out the agreed charges and fees for Products and or Services and all other information relevant to the Order (including, without limitation, any specification or scope of works), which may take the form of an Order, (where it has subsequently been accepted by both parties as forming an Order) a Quotation or such other document as contains that information.

“EULA” The end user licence agreement applicable to the relevant Product, as stipulated by the manufacturer or licensor (as the case may be) of that Product.

“Evo-soft” Evo-soft Limited a company registered in England and Wales with registered number 04090816, whose registered address is The Upper Courtyard, The Old Dairy, Badbury, Swindon, SN4 0EU

“Intellectual Property Rights” Rights of any nature whatsoever, whether registered or unregistered including, without limitation, any patent, right in a design, copyright, trade mark, utility model, design right, service mark, database right and other intellectual property right whether or not capable of registration as may exist anywhere in the world, now or in the future.

“Microsoft” means the Microsoft Corporation, which is a publicly traded multi-national technology company headquartered in Redmond, Washington, United States of America

“Maintenance” Any support and maintenance service(s) to be provided to the Customer by Evo-soft pursuant to an Order and/or Maintenance Contract.

“Maintenance Contract” means the maintenance and support services to be provided by Evo-soft pursuant to an Order or a distinct maintenance and support services agreement or maintenance service level agreement.

“Order” A written or oral tender, offer, quotation, agreement, delivery relating to the supply of Products or the delivery of Services by or on behalf of Evo-soft.

“Particular Losses” Without limitation, pure economic loss, loss of profit, loss of revenue, loss of data, loss of business and/or depletion of goodwill or anticipated savings, legal costs and any other indirect, consequential, special or punitive loss.

“Products” Any Hardware or software or other goods supplied by Evo-soft to the Customer pursuant to an Order.

“Investment Summary” may also be referred to as the proposal. This is the written statement provided by Evo-soft to the Customer prior to concluding an Order, setting out the specification, scope, price and any other relevant details in respect of, and summarising any specific terms for, any Products and/or Services to be provided.

“Services” The services to be supplied by Evo-soft to the Customer pursuant to an Order and/or a Maintenance Contract, which may include (without limitation) delivery, installation, implementation, Maintenance and Consultancy Services.

“software” The pre-packaged software (Microsoft Dynamics365 Business Central) or electronic licence supplied to the Customer by Evo-soft pursuant to an Order.

“Third Party” Any person, company or other body not being Evo-soft or the Customer.

“Working Day” Monday to Friday excluding public holidays in England and Wales (or, if the supply of Products and/or Services is to a country other than England and Wales, excluding the public holidays in England, Wales and the country to which the supply is made).

“Working Hours” The hours of 9.00 a.m. to 5.00 p.m. during a Working Day.

  1. Ordering Products and Services
    • Until an Order has been accepted by an authorised representative of Evo-soft, all prices are subject to change without prior notice.
    • No Order which has been accepted by Evo-soft may be cancelled by the Customer unless written agreement is obtained from an authorised representative of Evo-soft, however the Customer shall remain liable for and shall indemnify Evo-soft in full for any costs, damages, losses, charges and expenses incurred by Evo-soft as a result of any cancellation of an Order.
    • Evo-soft may make any changes to the specifications of Products or Services to conform with any applicable health and safety or legal requirement, or which do not materially affect their quality or performance.
    • Evo-soft’s policy is to supply Products and Services only to business customers (i.e. those who are not private consumers). In accepting these Terms, the Customer warrants that it is not purchasing the Products or Services as a private consumer.
    • All descriptions, specifications, photographs, weights, dimensions, capacities, prices, performance ratings and other information quoted (whether online or in hard copy format) or otherwise provided by Evo-soft or included in any sales literature, Estimate or Quotation, price list, acknowledgement of order, invoice or other document are to be deemed approximate only (except where stated in writing to be exact) and shall not form part of the contract or Order other than as approximations.
    • Any typographical, clerical or other error or omission in any sales literature, Estimate or quotation, price list, acknowledgement of order, invoice or other document (whether hard or electronic copy) or any other information issued by Evo-soft shall be subject to correction by Evo-soft without liability. Estimates or Quotations cease to have effect on the acceptance by Evo-soft of an Order, unless that Quotation forms the Customer Schedule at that time (which shall not be the case where an alternate Customer Schedule is provided). Estimates and Quotations will automatically lapse after a period of 30 days, unless expressly stated on that particular Estimate or Quotation.
    • In the event of any discrepancy or conflict between the Customer Schedule, Order, these Terms or a Quotation, the conflict shall be resolved with the earlier listed document taking precedence over those documents listed later.
  2. Delivery
    • Evo-soft shall use its reasonable endeavours to deliver the Products by electronic delivery to the email address or other electronic location as agreed or by installation of the Products) and/or to supply the Services by any delivery date estimated by Evo-soft and for the avoidance of doubt the Customer acknowledges that such delivery date is not guaranteed or of the essence and Evo-soft shall in no circumstance be liable to the Customer for any losses either direct or consequential, (including but not limited to Particular Losses), damages or charges incurred by the Customer due to the late delivery of Products and/or Services.
  3. Services
    • The following conditions shall apply to all Services provided by Evo-soft to Customers.
    • Evo-soft warrants and undertakes to the Customer that:
      • Evo-soft’s employees, agents and sub-contractors will have the necessary skill and expertise to provide the Services described in the Customer Schedule in accordance with good industry practice;
      • Evo-soft will provide independent and unbiased advice and will exercise reasonable skill and care in the provision of the Services; and
      • The Services will be provided in a diligent and professional manner.
    • Where Evo-soft agrees to provide Services to the Customer, the Customer shall at its own expense during and prior to the delivery of those Services comply with Evo-soft’s reasonable requests in order to allow Evo-soft to provide those Services.
    • Should the Customer become dissatisfied with the performance of any personnel assigned by Evo-soft to perform the Services, the Customer shall notify Evo-soft in writing with details of the unsatisfactory performance, and provided that Evo-soft is satisfied that the Customer’s dissatisfaction is reasonable, Evo-soft shall re-assign personnel as soon as reasonably practicable.
    • Where Evo-soft agrees to provide Services, any estimate or indication by Evo-soft as to the number of person days or person hours required by Evo-soft to undertake a specific task shall be construed as being an estimate only.
    • Evo-soft shall in no circumstances be liable for a delay or for any other loss, damage or other cost of whatsoever nature (including without limitation Particular Losses) suffered or incurred by the Customer where such estimate or indication is incorrect.
    • The charges agreed for the Services do not include travel, accommodation and subsistence expenses, nor the cost of time spent travelling incurred in the provision of the Services for which Evo-soft shall charge its or its sub-contractors’ (as applicable) then current rates, available on request.
    • Evo-soft will normally carry out the Services during Working Hours but may, on reasonable notice, require the Customer to provide access to the Customer’s premises at other times.
    • At the Customer’s request Evo-soft may agree to work outside Working Hours however this shall be subject to any reasonable additional charge that may be made by Evo-soft for complying with such request. Such charges shall be agreed in writing prior to commencement of any out of hours work.
    • All personnel required for the Services will be provided by Evo-soft and will be facilitated wherever appropriate and/or possible by use of the Customer’s own staff; however Evo-soft reserves the right to sub-contract the whole or any part of the Order to any person or company.
    •  Evo-soft expects that the Customer has adequate inspection, testing and approval processes and, on completion of any Services provided by Evo-soft, the sign off by the Customer of such services shall be considered the Customer’s absolute acceptance of the satisfactory completion of such Services. Unless:
      • a reasonably detailed inspection and testing procedure by the Customer to ascertain that the Services had been undertaken correctly and in full, and
      • Such inspection would not have been expected to identify the defect causing loss due to the latent and uncheckable nature of such defect, no liability shall accrue to Evo-soft as a result of any defects in the delivery of the Services.
  4. Support and Maintenance Services
    • Where Evo-soft agrees to provide Maintenance in respect of the software, this shall be provided in all material respects in accordance with Evo-soft’s applicable Customer Schedule as provided to the Customer by Evo-soft or the Support Contract (as the case may be).
    • Any additional Maintenance which Evo-soft agrees to supply to the Customer in relation to the software or Hardware shall be provided on a time and materials basis at Evo-soft’s or its sub-contractors’ (as applicable) then current rates for same, available on request, unless otherwise agreed.
  5. Installation Services
    • Where Evo-soft agrees to assist a Customer with the installation or delivery of Products, the Customer shall at its own expense and prior to the delivery of the Products comply with Evo-soft’s reasonable requests in order to allow Evo-soft to provide the installation and/or delivery services.
    • Personnel provided by Evo-soft will remain under the management and conditions of employment of Evo-soft or its nominated sub-contractor.
    • The Customer must provide reasonable access and assistance to Evo-soft’s staff for the purpose of enabling Evo-soft’s staff or officers or agents or subcontractors to fulfil their duties. Such access shall be during Working Hours unless specifically agreed otherwise.
  6. Pricing and Payment
    • The price payable by the Customer for the supply of Product(s) or Services shall be that which is set out and agreed between the Customer and Evo-soft each time Evo-soft accepts an Order placed by the Customer and as specified in the Customer Schedule or Quotation as appropriate (unless varied by the Order and Evo-soft’s acceptance). All prices quoted are deemed exclusive of value added tax, unless expressly stated to the contrary.
    • Any increase in price for the Services shall be applied no more often than once per year at or around each anniversary of the commencement of those Services, and shall not exceed the increase in the UK RPI or CPI (whichever is lower) calculated over the preceding 12 months unless Evo-soft can demonstrate that its costs in providing such Service have unavoidably increased by a sum exceeding that figure. Evo-soft shall notify the Customer in writing at least 90 days in advance of any increase in the price for the Services.
    • Unless otherwise agreed between the parties or set out otherwise in a Maintenance Contract and/or Customer Schedule, (i) invoices for  Maintenance Contracts shall be payable before Evo-soft order the renewal of the relevant Product(s) from Microsoft, (ii) invoices for Products shall be payable before Evo-soft in turn order that Product, and (iii) invoices for Services (other than Services provided under a Maintenance Contract) shall be payable each month in respect of the Services undertaken during the previous month.
    • The Customer shall pay each invoice in full (subject to a bona fide dispute), together with any VAT at the appropriate rate and other expenses, to Evo-soft within 30 (thirty) days of the date of a valid invoice (“due date”).
    • If the Customer fails to pay any sums due by the due date or does not comply with an obligation imposed upon the Customer, whether in these Terms, any Customer Schedule or any other relevant contractual document, then without prejudice to any other right or remedy available to Evo-soft, Evo-soft shall be entitled to withhold the supply of any Products or Services to be provided to the Customer by or on behalf of Evo-soft until such payment is made or the Customer complies with its obligations to Evo-soft’s reasonable satisfaction.
    • Without prejudice to Evo-soft’s other rights and remedies, Evo-soft reserves the right to charge interest to the Customer on any sums, fees or other charges which are not paid on the due date and that interest may be charged from the date such payment falls due at the statutory rate of 8 (eight) per cent per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis.
    • Where the price of a Product is in a currency other than pounds sterling, the price provided to the Customer in a Quotation in pounds sterling is based on Evo-soft’s currency exchange rates (including any applicable commissions for currency conversion) on the day of that Quotation, is given by way of convenience only and is subject to currency fluctuation. The sum in pounds sterling to be paid on Evo-soft’s acceptance of the Customer’s Order will be calculated on the day of acceptance based on the currency exchange rates applicable that day (with any relevant commissions for currency conversion to be added), and that price calculated will become automatically binding at that time.
    • The Customer shall not be entitled to make a set-off or counter-claim or claim a lien in respect of any amounts owed by Evo-soft and shall pay all amounts due without making a deduction of any kind.
  7. Customer’s Obligations
    • The Customer shall:-
      • comply with and use the Services in accordance with these Terms and all applicable laws and shall not breach any obligations regarding acceptable use of the Services;
      • take all reasonable precautions to protect the health and safety of Evo-soft’s or its sub-contractors’ (as applicable) personnel whilst at any location of the Customer;
      • allow Evo-soft or its sub-contractors (as applicable) to exercise a right of entry over all premises in the possession of or under the control of the Customer in order for Evo-soft to fulfil its obligations under these Terms;
      • be responsible for ensuring that its premises are ready to receive the Products or Services concerned;
      • promptly furnish Evo-soft with any information required by Evo-soft in order to provide the Products or the Services;
      • ensure its employees or agents co-operate with Evo-soft;
      • in the event that the Customer fails for any reason to complete any purchase of any Products or Services within the period notified to the Customer at any time by Evo-soft, the Customer shall indemnify Evo-soft against any loss, damage or other cost of whatsoever nature suffered or incurred by Evo-soft reasonably relating to that failure on the part of the Customer;
      • if a Service is delayed other than through Evo-soft’s fault, pay any sums required by Evo-soft in respect of idle-time incurred for the delay, including delay as a result of the Customer’s agents or sub-contractors. Any agreed time schedules shall be deferred to a reasonable period of time or no less than the period of the delay;
      • promptly provide Evo-soft with all accurate and complete information and assistance that Evo-soft may reasonably require.
    • The Customer warrants that any of its representatives, who enter into these Terms and any order with Evo-soft, have the Customer’s authority to do so and that the Customer will take responsibility for any employee, ex-employee or other person who holds themselves out to be the authorised representative of the Customer.
  8. Intellectual Property Rights and software Licences
    • The title to and the Intellectual Property Rights in the Product(s) and in the media containing such Product(s) does not pass to the Customer. The Customer is licensed to use such Product(s) in accordance with these Terms and in accordance with the applicable EULA applicable to those Product(s), and by entering into these Terms and any Order pursuant to them, the Customer agrees to enter into and comply with the terms of such EULA(s).
    • The parties agree that all Intellectual Property Rights which existed prior to the date of the Order in relation to any items used in the performance of any Services shall remain the property of the existing owner of those Intellectual Property Rights.
    • Evo-soft shall own and be fully entitled to use in any way it deems fit any Intellectual Property Rights, including (without limitation) skills, techniques, materials, concepts or know-how acquired, developed or used in the course of performing any Services and any improvements made or developed during the course of Services. For the avoidance of any doubt, this shall include any improvements or modifications to software during the duration of the Order. Nothing herein shall be construed or shall give effect to any transfer of right, title or interest in Evo-soft’s Intellectual Property Rights or the Intellectual Rights of any third party (including but not limited to Microsoft).
    • Any transfer of licence be it software or intellectual property rights from a client, a partner or software provider entity to another entity must be consented to and any authorisation is provided through written consent by a director of Evo-soft Limited only. Licences that are transferred without this consent will in breach of contract.
  9. Documentation
    • Save where the relevant EULA permits such copying, the Customer shall not copy or reproduce in any way the whole or a part of the user manual or any other documentation relating to any Products or Services which is supplied to the Customer without Evo-soft’s prior written consent.
  10. Exclusion of Warranties
    • To the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or general law into these Terms or relating to the Products or the Services are excluded. Notwithstanding this, any Products supplied under these Terms will conform substantively to any specifications given in relation to them and any Services provided under these Terms will be provided with reasonable skill and care.
  11. General Exclusions and Limitations of Liability
    • Nothing in these Terms shall limit Evo-soft’s liability to the Customer for liabilities which cannot be limited or excluded as a matter of law including:
      • death or personal injury resulting from the negligence of Evo-soft, its employees, agents or sub-contractors; and
      • fraud or fraudulent misrepresentation.
    • Evo-soft shall not in any circumstances be liable for Particular Losses, whether direct, indirect or consequential, even if a party has been advised of the possibility of such losses.
    • The Customer agrees that the limitations on liability in these Terms are reasonable, given the parties’ respective commercial positions and the Customer’s option to purchase appropriate insurance in respect of arising risks. The total liability which Evo-soft shall owe to the Customer in respect of all claims under all Orders shall not exceed 100% of the purchase price paid by the Customer in respect of the Products or Services to which the claim(s) relate, up to a maximum of £250,000.
    • No actions regardless of form arising out of these Terms may be brought by the Customer more than two years after the Customer becomes aware or should reasonably have become aware of the facts constituting the cause of action.
    • The Customer shall indemnify and keep Evo-soft indemnified in respect of any losses, costs, damages, claims and/or expenses incurred by Evo-soft due to any claims by any Third Party arising out of any use of, access to or modification of the Customer’s computer systems by Evo-soft on the Customer’s instructions and/or use of any materials supplied to Evo-soft by the Customer. This indemnity shall survive termination or expiry of an Order to which it relates.
  12. Force Majeure
    • Neither party shall be liable to the other party in any manner whatsoever for any failure or any delay or for the consequences of any delay in performing its obligations under these Terms (save in respect of any obligation to pay money) due to any cause beyond the reasonable control of the party in question which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental actions, war, riots, civil commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any part thereof of the party in question, restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials, currency restrictions and acts of God.
  13. Termination
    • Evo-soft shall be entitled to terminate any Order and suspend all or any work on current or future deliveries and instalments of Products or the provision of any Services and on written notice to the Customer shall be entitled to cancel the undelivered or unperformed portion of the Order between Evo-soft and the Customer and deem that the whole of the price payable under the Order or any other agreement shall be payable immediately in the event of:
      • any distress, execution or other legal process being levied upon any of the Customer’s assets;
      • the Customer entering into any arrangement or composition with its creditors, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up, except for the purposes of amalgamation or reconstruction as a solvent company, or a receiver, manager receiver, administrative receiver or administrator being appointed in respect of the whole or any part of its undertaking or assets;
      • the Customer ceasing or threatening to cease to carry on business;
      • any breach of these Terms by the Customer which is not capable of remedy or which it fails to remedy as required by Evo-soft;
      • non payment by the Customer of any amount due from it to Evo-soft (beyond the date on which that sum was due), or other material breach of these Terms; or
      • Evo-soft reasonably apprehending that any of the events mentioned above is about to occur.
    • In the event of such termination Evo-soft shall, for the avoidance of doubt, be entitled to recover as damages from the Customer all reasonable costs which Evo-soft sustains due to such termination.
    • In the event of such termination, should the Customer have failed to make payment in full for the software, then the Customer shall immediately cease use of all software (and any updates of same) and at its own expense, remove from all computers, communications systems and other electronic devices under its control all copies of the software (and updates) and return or destroy them (certifying in writing to Evo-soft that such destruction has taken place).
    • For a period of six months following termination of the Order the Customer shall, on not less than two days’ notice, permit authorised representatives of Evo-soft to enter its premises during normal business hours for the purposes of confirming that the Customer has complied with its post termination obligations.
    • The exercise of the rights conferred by the clauses 70 to 73 (inclusive) shall be without prejudice to any other right enjoyed by Evo-soft pursuant to these Terms or by law.
  14. Severability
    • If a provision in these Terms is held by any competent authority to be invalid or wholly or partly unenforceable such invalidity or unenforceability shall not in any way affect the remainder of these Terms.
    • If any provision or part-provision of these Terms or any Order is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms or Order (as appropriate).
    • If any provision or part-provision of these Terms or any Order is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  15. Assignment
    • The Customer will not be entitled to assign the benefit or delegate the burden of the Order without the prior written consent of Evo-soft which it may in its absolute discretion refuse.
    • Evo-soft will be entitled to assign the benefit or delegate the burden of the Order.
  16. Sub-Contracting
    • Evo-soft shall be free to sub-contract any or all of its rights and obligations under these Terms as it sees fit. The Customer will not be entitled to sub-contract all or any part of its obligations under these Terms without the prior written consent of Evo-soft. Evo-soft will not withhold such consent unreasonably.
  17. Confidentiality
    • Each party agrees with the other in respect of all Confidential Information:
      • to keep the Confidential Information in strict confidence and secrecy;
      • not to use the Confidential Information save for complying with its obligations under these Terms;
      • not to disclose the Confidential Information to a Third Party; and
      • to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees, agents, sub-contractors and others who of necessity need it in the performance of their duties as envisaged by the Order and in those circumstances to ensure that those employees and others are aware of the confidential nature of the Confidential Information; provided however that where a part of the Confidential Information is already or becomes commonly known in the trade (except through a breach of the obligations imposed under these Terms) then the foregoing obligations of confidentiality in respect of such part shall not apply or shall cease to apply (as the case may be).
    • This obligation of confidentiality shall survive the termination of any Order.
  18. Non-Solicitation
    • The Customer will not solicit, induce to terminate employment, or otherwise entice away whether directly or indirectly through another firm or company, any employee of Evo-soft professionally or otherwise directly associated with Evo-soft during the term of the Order or for 12 months thereafter.
    • For the avoidance of doubt, there is no restriction on the Customer employing any person who is employed or acting for Evo-soft where that person responds to a bone fide public advertisement for employees.
  19. Amendment and Waiver
    • No amendment of these Terms during the period of an Order shall be binding in respect of that Order unless executed in writing and signed by an authorised representative of Evo-soft and by an authorised representative of the Customer. Notwithstanding the foregoing, Evo-soft reserves the right to alter or amend these Terms at such time and in such manner as it sees fit, shall publish the then-current version of the Terms at www.evo-soft.co.uk/terms and shall supply hard copies on customer request.
    • The failure of Evo-soft at any time to enforce a provision of these Terms shall not be deemed a waiver of such provision or of any other provision of these Terms or of Evo-soft’s right thereafter to enforce any such provision(s).
  20. Miscellaneous
    • Any demand, notice or other communication shall be in writing and may be served by hand, prepaid first class post or facsimile.
    • No Third Party may enforce any provision of these Terms by virtue of the Contracts (Rights of Third Parties) Act 1999 or any other method.
    • These Terms (and any licence proffered by or on behalf of the owner of the Products, whether a EULA or otherwise) supersedes all previous written or other documents or agreements (written or oral) relating to the subject matter of these Terms.
    • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (and on any resale of a Product by the Customer, such resale shall be made by the Customer as principal), or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • The formation, construction, performance, validity and all aspects whatsoever of these Terms shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.