General Terms and Conditions

These Terms and Conditions, together with the term sheet (“Term Sheet”) to which they are attached, constitute
The Agreement by which Owtanet Ltd (Co No 3812018) of Technology House, 18 Whiteladies Road, Clifton, Bristol
BS8 2LG (“Owtanet”) provides Services to the Client and shall prevail over any terms and conditions contained or
referred to elsewhere in any documentation supplied by the Client or in any correspondence. Any agreed client-specific
Terms and Conditions sheet shall prevail over these general Terms and Conditions.

1. Definitions

Client means the person, company or entity identified on the Term Sheet.
Content means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other things or materials featured, displayed or used or to be featured, displayed or used in or in relation to the Agreement.
Intellectual Property Rights means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country.
Charges means the charges defined on the Term Sheet.
Services means the services provided by Owtanet and defined on the Term sheet.
Software means all software owned by or licensed to Owtanet.
Website means the website provided by Owtanet for the Client.

2. Owtanet’s Duties
In consideration of the payment and subject to these Terms and Conditions, Owtanet shall provide the Services at
mutually convenient dates. All dates and times for delivery are approximate statements of expectation and shall
not binding.

3. Payment
3.1 In consideration of the performance of the Services the Client shall pay Owtanet the Charges in accordance
with the Terms of Payment defined on the Term Sheet.
3.2 The Charges are inclusive of all labour and materials, but exclusive of VAT which, if payable, shall be paid by
the Client. All payments to Owtanet shall be made within 15 days of the date of an invoice from Owtanet by cheque
or bank transfer to the Owtanet account at a bank to be nominated by Owtanet.
3.3 Owtanet reserves the right to charge the Client interest for late payment of any amount due at the rate of 4%
per annum above the base rate of National Westminster Bank Plc from the due date until payment is received.
3.4 From time-to-time Owtanet may review the Charges being made for the provision of the Services. The Client
will be notified in writing of alterations to the Charges at least 3 months before the new Charges come into effect.

4. Content
4.1 The Client shall provide the Client Content in the agreed format, where relevant, and the Client shall be solely
responsible for its accuracy.
4.2 During the term of the Agreement the Client shall not distribute any Client Content or other information on any
website or other services provided by Owtanet,
• infringes any Intellectual Property Rights
• is in breach of any law, statute or regulation
• is defamatory, libellous, unlawfully threatening or harassing
• is obscene, pornographic or indecent
4.3 If Owtanet has reasonable grounds to believe that the Client is using the Website or Services for a purpose
that is in breach of clause 4.2 or that is illegal or that could reasonably be construed to disrupt Owtanet’s network
or services, Owtanet shall have the right, at its sole discretion, to suspend or terminate the Services immediately
and indefinitely without any repayment of any Charges to the Client.

5. Intellectual Property Rights
5.1 During the term of the Agreement (but not thereafter) Owtanet grants to the Client a personal, worldwide,
royalty-free, non-exclusive licence to use the Software for the sole purpose of enabling Owtanet to provide the
Services.
5.2 Owtanet retains all Intellectual Property Rights in the Software and in the know-how, confidential information,
systems, procedures and methodologies developed or provided by Owtanet in the course of providing the Services.
5.3 Owtanet shall indemnify the Client against any claim that the Software infringes any third party Intellectual
Property Rights, provided that Owtanet is given immediate and complete control of such claim, that the Client does
not prejudice Owtanet’s defence, the Client provides all reasonable assistance, and the claim does not arise as a
result of a breach of the Client’s obligations under these terms and conditions.
5.4 In the event of a claim of infringement of a third party’s Intellectual Property Rights, Owtanet reserves the right
to modify or replace the infringing part of the Software or Service in such a way that it becomes non-infringing
without thereby detracting materially from the functionality of the Software or Service, or to obtain a licence from
the said third party granting the Client the right to continue using the Software or Service or that part which infringes.
The Client shall give all reasonable assistance in connection with any such action. If Owtanet, in its reasonable
judgement, is not able to exercise any of these options within 21 days of the date it receives notice of the Intellectual
Property Rights infringement then Owtanet, without prejudice to any other rights or remedies it may have under
this Agreement or in law, shall be entitled to terminate this Agreement upon 14 days’ written notice to the Client.
5.5 The Client agrees that it will not, whether itself or through any parent, subsidiary, affiliate, agent or third party
howsoever:
• copy the Software without the prior consent of Owtanet.
• reverse engineer, de-compile, disassemble or otherwise attempt to derive source code from the Software.
• Sell, lease, licence or sub-licence the Software.
• Write or develop any derivative software or any other software program based upon the Software.

6. Warranty
6.1 Owtanet warrants and represents to the Client that as far as Owtanet is aware the Client’s use and operation
of the Software and/or Service or the Content designed by or on behalf of Owtanet in conjunction with the Service(s)
shall not infringe the Intellectual Property Rights of any third party in the United Kingdom.
6.2 Except as expressly set out in this Agreement all representations warranties, terms and conditions, whether
oral or written, express or implied by law, custom, statute or otherwise and including or limited to satisfactory quality
or fitness for any particular purpose are excluded.

7. Termination and Effect of Termination
7.1 This Agreement shall commence on the date set out on the Term Sheet and shall continue thereafter for the
Initial Term and then until three months written notice of termination is given by either party to the other, unless
terminated earlier pursuant to clause 7.2.
7.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party on
or at any time after the occurrence of any of the following:
• The other party being in breach of an obligation under this Agreement and, if the breach is capable of
remedy, failing to remedy the breach within 28 days after receipt of written notice of the breach and
requiring its remedy.
• The other party has a receiver or administrative receiver appointed over its assets, passes a resolution
for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or
reconstruction) or a court of competent jurisdiction makes an order to that effect, becomes subject to an
administration order, enters into a voluntary arrangement with its creditors or ceases, or threatens to
cease to carry on business.
7.3 Termination of this Agreement for whatever reason shall not affect the accrued rights and liabilities of the parties
arising in any way out of this Agreement as at the date of termination, and in particular, but without limitation, the
right to recover damages against the other.
7.4 For the avoidance of doubt, on termination of this Agreement the Client shall have no right, title or interest in
any Intellectual Property Rights in or to the Software.

8. Migration Services
8.1 On the expiration or termination of this Agreement for any reason the Client may request Owtanet to provide
the Migration Services to the Client, or to a third-party service provider identified by the Client.
8.2 Owtanet shall charge for the Migration Services which may include delivering the Client Content to the Client,
updating DNS tables and continued DNS support.

9. Indemnity and Limitation of Liability:
9.1 Save in respect of death or personal injury caused by Owtanet’s negligence, if Owtanet fails to comply with its
obligations then it shall have a reasonable opportunity to correct any errors and perform its obligations under this
Agreement. If such failure to comply with its obligations is not remedied then Owtanet’s total liability to the Client
for actual losses, damages and costs howsoever arising out of or in connection with this Agreement shall not
exceed the total Charges paid to Owtanet by the Client, under this Agreement, in the previous 6-month period.
9.2 Owtanet shall not be liable to the Client for any claims by a third party against the Client or for the consequence
of any delay or interruption in the supply of Services.
9.3 Owtanet shall not be liable to the Client for any consequential, indirect or economic loss, loss of anticipated
and/or actual profit, reputation or goodwill or business revenue, or loss of savings or interest, loss of production, or
loss of contract(s), even if the loss was reasonably foreseeable or Owtanet had been advised of the possibility of
the Client incurring the loss, whether such losses or damages arise in contract tort or statute.
9.4 Owtanet shall take reasonable care to avoid passing on to or introducing to the Client computer viruses. The
Client is advised to check regularly for viruses. Owtanet shall not be liable by reason of any virus introduced to the
Client.

10. Data Protection Act 2018
The Client and Owtanet shall always comply with the Data Protection Act 1998 and the UK General Data Protection
Regulation (UK GDPR). See Privacy Policy for more details.

11. Force Majeure
Notwithstanding anything else in these conditions, Owtanet shall not be liable for any delay in performing or inability
to perform its obligations if the delay or hindrance is caused by circumstances beyond its reasonable control
(including without limitation any strikes and other industrial disputes of Owtanet’s workforce and any delay caused
by an act or omission of the Client).

12. Confidentiality
Each party undertakes to keep and treat as confidential all information not in the public domain concerning the
business and affairs, Intellectual Property Rights or finances of the other which it receives as a result of this
Agreement, including any information contained or embodied in the Software and not to make use of such
information for any purpose except for the purposes of this Agreement without the prior written consent of the other
party.

13. Waiver
No delay of indulgence by a party in enforcing its rights shall prejudice or restrict the rights of that party. A waiver
of its rights shall not operate as a waiver of any subsequent breach.

14. Assignment
The Client shall not assign or transfer any of its rights and obligations under this Agreement without the prior written
consent of Owtanet.

15. Variation
A variation of this Agreement shall be valid only if it is in writing and signed by a duly authorised representative of
Owtanet.

16. Invalidity and Severability
If any part of these terms and conditions is or becomes invalid, illegal or unenforceable in any respect, then the
other provisions of the Agreement shall remain in full force and effect.

17. Notices
All notices to be given under these terms and conditions shall be in writing to the registered office or principal place
of business.

18. Governing Law
These terms and conditions shall be governed by and construed in accordance with English law and the parties
submit to the jurisdiction of English courts.

Last updated: 27th May 2025