TEMPORA STANDARD SUBSCRIPTION AGREEMENT
1. Charges (exclusive of VAT)
As per quotation.
2. Start Date
The date of acceptance of the quotation.
3. Description of Services
The use of the Tempora software system and associated services as may be made available to you from time to time on the website at the address given to you after registration from the Start Date as above for the length of term stated below in the Length of Agreement
4. Length of Agreement
As per quotation.
The Subscription Services (as described below) provided by Tempora Software Limited can be used by you by clicking the acceptance button during registration. BY USING THE SERVICES YOU WILL BE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SERVICES.
1. Contract Terms
1.1 We agree to provide our services to you on the following terms and conditions. These constitute a contract between us and you and must be read together with any other documents explicitly agreed to be part of this contract. Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2 In these terms and conditions:
1.2.1 "we" and "us" means Tempora Software Limited a company registered in England under no. 04361706, and
1.2.2 the "Services" means the services that you have ordered from us, as set out in the description attached.
2. Provision of Services
We agree, with effect from the Start Date, in exchange for the payment of the Charges (as described above) by you, to supply the Services to you for the length of time (described above). THE SERVICES WILL BE TERMINATED FORTHWITH IF YOU DO NOT PAY IN FULL THE CHARGES DUE BY THE DUE DATE.
3. Our Obligations
In accordance with these terms we shall store your data on our system and make available such data for access by your internal users from the Start Date. We shall ensure the amendment of your data only in accordance with your instructions. We shall act only on your instructions in relation to your data and we shall maintain reasonable safeguards against its loss or unauthorised access by third parties.
4. Your Obligations
You agree that you will be responsible for all use of the Services made using your user name and password, whether or not the use is made by your, or someone else using your user name and password. You are responsible for protecting and securing your user name and password from unauthorized use.
You agree that if at any time you believe your user name and password is being used by unauthorized persons you will immediately tell us and change your password.
You undertake at all times during this Agreement to comply with all of our system management regulations. We shall notify you in advance of any additions and changes to the system management regulations.
We can not be held responsible should the Services fail to meet your requirements as a result (directly or indirectly) of your breach of these terms and no service credits will accrue on account of this.
We shall be entitled to charge you for staff time, engaged on rectifying any problems resulting from your breach, at our standard charge rates for the time being.
You undertake that:
4.1 you will use the Services only for lawful purposes and in accordance with these terms, and;
4.2 any data or other materials provided by you to us or software or equipment employed by you in your use of or receipt of the Services shall not infringe any intellectual property rights of any third party and shall not violate the laws or regulations of any state which may have jurisdiction over such activity.
5. Confidentiality
We agree to keep your data confidential, as well as any other matter which is either indicated by you as being confidential or which is clearly of a confidential nature. We agree to process your data only in accordance with your instructions, and to use all reasonable security measures to protect it.
6. Termination
6.1 Unless otherwise specifically agreed, either party can terminate this Agreement at any time by giving three months written notice to the other.
6.2 Either you or us shall be entitled to terminate this Agreement immediately, by written notice to the other, if the other commits any material breach of this Agreement; and in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and a requirement for it to be remedied.
6.3 This agreement can also be terminated if either party is the subject of a bankruptcy order (or the equivalent in any other jurisdiction), becomes insolvent or makes any arrangement or composition with, or an assignment for the benefit of, its creditors, or if any of its assets are the subject of any form of seizure. If either party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed, the other party can terminate this agreement immediately.
7. Assignment
Your rights and obligations set out in these terms may not be assigned without our prior written consent.
8. Disclaimers
8.1 We will supply the Services with reasonable skill and care. However, we do not warrant that the functions contained in the Services are error-free or continuous, nor that they will meet your requirements nor that they will operate in the combinations which may be selected for use by you.
8.2 Save in respect of liability for personal injury or death resulting from our negligence (which by law may not be restricted or excluded) our liability to you shall be limited to an amount equal to the amount paid by you for the Services in the preceding twelve months. We will also not be liable for any indirect, economic or consequential loss of whatever nature (including, without limitation, loss of data, loss of profit, wasted management time and computer downtime), whether caused by breach of contract, breach of statutory duty, negligence or otherwise.
8.3 You undertake that we shall be given prompt notice of any claims that are made against you for infringement in connection with the use by you of any intellectual property rights in the Services. We shall have the right to defend any such claims and to make settlements of them at our discretion and you shall give such assistance as we may reasonably require to settle or oppose any such claims.
8.4 If such an infringement occurs we may (at our option):
8.4.1 procure for you the right to continue to use the Services or the infringing part, or;
8.4.2 modify the Services or the infringing part so that it becomes non-infringing without downgrading the performance of the Services, or;
8.4.3 replace the Services or the infringing part by another of similar capability, or,
8.4.4 repay to you the price of the Services or the infringing part (if capable of severance) less a reasonable percentage for the use of the Services.
9. Disputes
If any dispute arises out of this Agreement the parties will attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. (See www.cedr.co.uk). Unless otherwise agreed, the mediator shall be appointed by CEDR. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
10. Law
These terms shall be governed by English Law and you and we submit to the exclusive jurisdiction of the English Courts.
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