TEMPORA TERMS AND CONDITIONS

1. Contract Terms

1.1 We agree to provide our products and services to you on the following terms and conditions. If you do not agree with these terms you should not use the products and services. These terms 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 "Products and Services" means the software products and related services that you have ordered from us and that we have confirmed to you in writing.

1.2.3 "Support" means advice on the use of our Products and Services.

1.2.4 "Maintenance" means changes and enhancements to the Products and Services made entirely at our discretion.

1.2.5 "Configuration" means the setting up and configuring by us of the Products and Services for your business.

1.2.6 "our Servers" means data and web servers that we have administrative control over and which you have no physical contact or control over.

1.2.7 “Tempora Prompt Product” means our timesheet reminder Product.

1.2.8 “Tempora Timesheet Product” means our online timesheet Service.

2. Our Charges

2.1 You must pay our charges for Configuration and the use of the Products and Services as set out on our invoices by the due date shown on those invoices. If an invoice remains unpaid twenty-one calendar days after it was dated we may withhold any part or all of the Products and Services.

2.2 You must purchase a licence for each user of the Products and Services unless agreed otherwise by us in writing.

3. Your Obligations

You agree that:

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

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

3.3 you will be responsible for all use of the Products and Services made by any person using a user name and password assigned to you or any member of your staff. You are responsible for protecting and securing any such user name and password from unauthorized use;

3.4 if at any time you believe any such user name and password is being used by unauthorized persons you will tell us immediately;

3.5 you are responsible for the communications links between your computers and the Internet;

3.6 you will use your best endeavours to avoid the transfer of viruses to the Tempora servers;

3.7 you will not copy, reverse engineer or create derivative works of any of the Products or Services in order to build or provide competing Products or Services;

3.8 you are responsible for the accuracy of the data used in connection with any of the Products or Services;

3.9 you may not reduce the number of users of any Product or Service without our prior written consent;

3.10 you will purchase a licence for each user of the Tempora Prompt Product;

3.11 you may only purchase the Tempora Prompt Product for all users of the Tempora Timesheet Product.

4. 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.

5. Termination

5.1 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 within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

5.2 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.

5.3 Either party may terminate this Agreement for convenience by giving no less than 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 or Services.

6. Liability

6.1 We will supply the Products and Services with reasonable skill and care. However, we do not warrant that the Products or Services are error-free or continuous, nor that they will meet your requirements unless expressly stated otherwise by us.

6.2 Save in respect of liability for personal injury or death resulting from our negligence (which by law may not be restricted or excluded) our total liability to you shall be limited to the greater of GBP10,000 or 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.

6.3 You agree that we shall be given prompt notice of any claims that are made against you for infringement by you of any third party intellectual property rights in connection with your use of the Products or 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.

6.4 If such an infringement occurs we may (at our option):

6.4.1 procure for you the right to continue to use the Products and/or Services or the infringing part, or;

6.4.2 modify the Products and/or Services or the infringing part so that it becomes non-infringing without downgrading the performance of the Products and/or Services, or;

6.4.3 replace the Products and/or Services or the infringing part by another of similar capability, or,

6.4.4 repay to you the price of the Products and/or Services or the infringing part (if capable of severance) less a reasonable percentage for your use of the Products and/or Services.

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

6.6 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.

7. Data Protection

7.1 We will process all personal data relating to your use of the Products and/or Services in accordance with the Data Protection Act.

7.2 If you are using Products or Services on our servers you agree that we are the data processor and you are the data controller in relation to all customer personal data.

7.3 If you are using Products or Services that are hosted on our Servers we agree to keep all personal data connected with your use of such Products or Services within the EEA.

8. Configuration

You agree to us configuring our products for your use before you attempt to use them in your business and that you will provide us with all information that we request to complete that configuration.

9. Support

9.1 Subject to the conditions of Clause, Support will be provided during the hours expressly agreed between you and us. If no such agreement exists Support will be provided on weekdays excluding English Bank Holidays between 09:00 and 17:00 (UK time).

9.2 Support will be provided remotely by telephone and email in response to requests properly made by email to support@temporasoftware.com or by telephone to one of the numbers published on the Contacts page of our website.

9.3 Where you request that Support work is carried out on your premises or anywhere other than our premises and we or a third party on our behalf undertake that work we may make additional charges for that work and for any travelling and subsistence expenses that we incur.

10. 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.

11. General

11.1 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.

11.2 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.

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

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