What you get, and what we do not promise

1Who these terms are between

These terms are between Overbill, a business operating in the United Kingdom ("we", "us"), and the business that uses our service ("you"). They apply from the moment you send us documents for a free audit or start a subscription.

This is a business-to-business service. It is not intended for consumers, and consumer cancellation rights do not apply.

2The free audit

We check one or more months of carrier invoices against the rate agreement and shipment data you send, and return a report. There is no charge and no obligation to continue.

• The report is yours to keep and use, including with another supplier.
• We check the charges our rules support. Where your data does not carry what a check needs, we say which checks could not run rather than leaving them out silently.
• We give no undertaking about how much we will find, or that we will find anything at all.

3The subscription

Ongoing checking is £49 per month for one carrier account, unless we have agreed something different with you in writing. It covers checking each invoice as it arrives, a statement of what to pay and what to hold, keeping your rate table current, and a record of every change made to what you are checked against.

• Monthly, in advance, invoiced to you. No minimum term.
• Cancel at any time, effective at the end of the month you have paid for. We do not refund part months.
• If we change the price we will tell you at least 30 days before it applies to you, and you can cancel.
• More carrier accounts, or unusual volume, are priced in writing before any work starts.

4Managed recovery, if you want it

You raise claims yourself through your own carrier relationship at no extra cost. If you would rather we did it, that is a separate service at a fee agreed with you in writing before any work starts. Declining it changes nothing else about your subscription.

5What you are responsible for

• Having the right to give us the documents you send, and to have us process them.
• The accuracy of what you send. Our findings are only as good as the rate agreement and shipment data behind them.
• Every decision about what to claim, what to dispute, and whether to withhold payment from your carrier. We give you evidence and a recommendation; the decision and the relationship are yours.
• Your own obligations to your carrier, including under any contract we have not seen.

6What we do not promise

This clause protects us, and it is the one worth reading twice.

• We do not guarantee recovery. Whether a carrier accepts a claim is the carrier's decision, not ours, and it may refuse a finding that is correct.
• We are not giving legal, accounting or tax advice. A finding is an analysis of your billing, not advice on your contract.
• Dispute windows are indicative unless we say they are verified. Where we have not checked a window against a carrier source, the report marks it as unverified, and you should not rely on it as a deadline.
• Coverage is not total. We check what our rules support against the data you provide. A charge we do not check is not a charge we have declared correct.
• The service is provided as it is. We do not promise it will be uninterrupted or error free, though we will tell you promptly when something has gone wrong.

7Your data and your documents

Your invoices, rate agreements and shipment data remain yours. We use them to provide the service and for nothing else: not to build a product for anyone else, not to train a model, and not shared with any other customer.

How we handle personal data inside those documents is in the privacy policy, and where everything runs is on the security page. For customers we sign a data processing agreement before you send anything.

We may describe our work in anonymous, aggregate terms. We will not name you, quote you, or use your logo without your written permission.

8Confidentiality

Each side keeps the other's confidential information confidential, and uses it only for the purpose it was given. Your rates and contract terms are commercially sensitive and we treat them that way. This survives the end of the agreement. We are happy to sign a separate non-disclosure agreement before you send anything.

9Our software and your reports

The service, the software behind it and our carrier reference data remain ours. Your reports, findings and claim packs are yours to use however you like, including with another supplier or against us.

You may not resell the service, or use it to check invoices belonging to a business that is not yours, without our written agreement.

10Liability

Neither side excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, our total liability to you in any twelve month period is limited to the fees you paid us in that period. Where the service was free, that figure is nil, which is the honest consequence of it being free.

Neither side is liable to the other for loss of profit, loss of business, or indirect or consequential loss. In particular we are not liable for a claim your carrier rejects, for a payment you withheld, or for the consequences of a decision you took on the strength of a report.

11Ending it

• You can cancel at any time, effective at the end of the month you have paid for.
• We can end the agreement on 30 days' notice, or immediately if you do not pay, or if you use the service in a way these terms do not allow.
• On ending, we give you your data in a usable form and delete the rest on your instruction. Nothing in this clause affects a deletion request you make at any other time.

12Changes to these terms

We may change these terms. If a change matters to you we will tell you at least 30 days before it applies, and you can end the agreement rather than accept it. Older versions are available on request.

13Law

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If a clause turns out to be unenforceable, the rest still stands.