TEMPORA STANDARD TERMS AND CONDITIONS

1. Contract Terms

1.1 We agree to provide our products and 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 "Products and Services" means the software and services that you have ordered from us, as set out in our quotation from us to you.

2. Payment

You must pay our charges for the Products and Services by the due date shown on our invoices. If an invoice remains unpaid twentyone days after one reminder we will withhold the Products and Services.

3. Your Obligations

You agree that you:

3.1 will ensure that your employees co-operate fully with us in relation to the provision of the Products and Services.

3.2 will promptly give us such information as we may reasonably request for the proper and efficiant provision of the Products and Services.

3.3 will be responsible for all use of the Products and Services made using your user name and password, whether or not the use is made by you, or someone else using your user name and password.  You are responsible for protecting and securing your user name and password from unauthorized use.

3.4 agree that if at any time you believe your user name and password is being used by unauthorized persons you will immediately change your password.

3.5 are responsible for your Internet communications links.

3.6 will take precautions to prevent viruses being transferred to the server where you are using a service where your data is stored on our server.

3.7 will not copy, reverse engineer, create derivative works in order to create a competing product.

4. Data Protection.

4.1 We are the data processor and you are the data controller in relation to the data you store on our server.

4.2 You are resonsible for the accuracy of any data you store on our server.

4.3 We are entitled to transfer your data outside the European Economic Area (EEA).

5. Confidentiality

We agree to keep your data confidential, as well as any other matter that is either stated 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.

6. Support and Maintenance

We will provide a support and maintenance service during UK business hours (09:00 to 17:30) weekdays excluding English Bank Holidays. This service will be in response to requests for help made by telephone or email to the phone number or email address shown on the contacts page of our website. Support and Maintenance is limited to the provision of help and advice given by email and verbally by telephone, and to the investigation and correction of faults in our software or service. We give no warranty that any correction of faults will be made within specific time limits. Any other assistance additional to that set out in this clause will be subject to charges made by us at our rates in force from time to time.

7. Termination

7.1 Either we or you 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 wthin 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

7.2 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.

7.3 This agreement can be terminated by either party by giving three months written notice to the other. If such notice is given we are under no obligation to refund any money paid by you for the Products and Services.

8. Liability

8.1 We will supply the Products and 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 Products and 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.

8.5 We do not have any implied obligation, duty or liability in contract other than those explicitly stated in this agreement.

8.6 You agree to indemnify us against all losses (including, without limitation, legal costs) we may incur as a result of any breach by you of these terms.

9. Force Majeure

We are not liable for any breach of this agreement caused by matters beyond our reasonable control, including, but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

10. General

10.1 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.

10.2 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.

10.3 Your rights and obligations set out in these terms may not be assigned without our prior written consent. 

10.4 These terms shall be governed by English Law and you and we submit to the exclusive jurisdiction of the English Courts.