TERMS OF AGREEMENT

This contract outlines and governs the computer programs and any related documentation provided by Timely Business Solutions Ltd (LICENSOR) under the Agreement. In consideration for the use of the Tempus software and its applications, updates, customisations, and/or enhancements, entitled and provided by Timely Business Solutions Ltd. If you do not agree to these terms, you may not access the software.

1. DEFINITIONS

1.1 "LICENSOR" means Timely Business Solutions Ltd (Trade name Timely Intervention)
1.2 "CLIENT" client contracting the service.
1.3 "END USER" means the person(s) authorised to access and use the software.
1.4 "PRODUCT" means the software product, revisions, and upgrades including documentation, which the CLIENT has contracted.
1.5 "TERMS Of SERVICE AGREEMENT" documents the terms and conditions of use to be adhered to by an end-user.
1.6 “SOFTWARE” Tempus Software as defined in Section 02 in this document.
1.7 “CONTENT” Tempus Content as defined in Section 03 in this document.
1.8 “USER CONTENT” refers to any information created in the system by the CLIENT or its END USERS.

2. LICENSE

2.1 The LICENSOR hereby grants the CLIENT a non-exclusive, non-transferable license to use the SOFTWARE, in its object code only, on the designated network.
2.2 Tempus is off-the-shelf licensed software. The LICENSOR reserves the right to enhance and or modify the product. Whenever possible new features are created with the option for the client to 'opt in' or 'opt-out'. If the CLIENT chooses to 'opt out' the feature will not be turned on. The LICENSOR requires that CLIENTS are always on the latest version of the software. Software changes that are core to the Tempus functionality may not be discretionary.

3. LICENSE RESTRICTIONS

3.1 The CLIENT acknowledges that the Software and its structure, organisation, and source code constitute valuable trade secrets to the LICENSOR. Accordingly, the CLIENT agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the SOFTWARE; (ii) merge the SOFTWARE with other software; (iii) sub-license, lease, rent, or loan the SOFTWARE to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the SOFTWARE; or (v) otherwise use the SOFTWARE except as expresslyallowed in this Agreement.
3.2 The CLIENT and the LICENSOR shall comply with all applicable export and import control laws and regulations in its use of the SOFTWARE.
3.3 The LICENSOR retains exclusive ownership of all worldwide copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, property rights, and all other industrial rights in the SOFTWARE and documentation, including any derivative works, modifications, updates, or enhancements. All rights in and to the SOFTWARE not expressly granted to the CLIENT in this Agreement are reserved by the LICENSOR. Nothing in this Agreement shall bedeemed to grant, by implication, estoppel or otherwise, a license under any of LICENSOR’s existing or future patents.
3.4 The CLIENT shall not use the SOFTWARE in any way that violates any local or national law, including but not limited to the posting of information that may violate third-party rights, that may defame a third-party, that may be obscene, or pornographic, that may harass or assault others, that may violate hacking or other computer crime regulations, etc.

4. LIMITATION OF LIABILITY

4.1 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement.
4.2 Nothing in this Agreement shall be deemed to limit or exclude either party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or any other matter which cannot be excluded or limited as a matter of Applicable Law.
4.3 Each party hereto (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party hereto and its affiliates and its and their respective directors, officers and employees (each, an “Indemnified Party”) from and against any, and all losses, costs, expenses and other liabilities (including, without limitation, interest, penalties, charges, taxes, damages, fines, judgments, awards, reasonable attorneys’ fees and expenses, court costs and amounts paid in an investigation, defence or settlement of any of the foregoing) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding brought by any third party (collectively, “Claim”) against the Indemnified Party to the extent such Losses arising out of, or relate to, (i) the Indemnifying Party’s breach of any representation, warranty, or obligation under this Agreement, (ii) default in the performance of any of the Indemnifying Party’s obligations under this Agreement or (iii) violation of any privacy or data security right or law by the Indemnifying Party
4.4 The Indemnified Party agrees to (1) promptly notify the Indemnifying Party in writing of any indemnifiable claim; (2) allow the Indemnifying Party to defend or negotiate a settlement of any such claim at the Indemnifying Party's expense, and (3) cooperate fully with the Indemnifying Party, at the Indemnifying Party's expense, in defending or settling such claim. Any proposed settlement by the Indemnifying Party shall be subject to the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

5. TERMINATION

5.1 The minimum contract period is a term of 36 months from the contract start date. The CLIENT must give at least 60-days’ notice (in writing) if it wishes to renew the contract for a further period.
5.2 All monies outstanding for the term of the contact will become immediately due in the case of early termination by the CLIENT.
5.3 A late payment charge of the amount outstanding plus 8% above the UK interest rate will be applied each month.
5.4 Notice that the contract is to not be renewed must be received 60 days before contract renewal a payment of one quarterly fee will be due if notice is not received.
5.5 A termination fee equivalent to one month’s fee will be applied at the end of the contract for the transfer of data and purging of storage systems in accordance with GDPR.
5.6 Either party hereto may terminate this Agreement if the other party fails to comply with the terms of this Agreement, in so much as the CLIENT becomes insolvent, bankrupt or if any proceeding is commenced by or against that party under any law to relieve it as a debtor which is not dismissed within forty-five (45) days from the filing date thereof.
5.7 In the event of termination of this Agreement:
5.7.1 The CLIENT will have no further right to market or use the Product(s) provided, use Timely Business Solutions Ltd. trademarks and or trade names and immediately upon termination, discontinue such use and return all originals and copies of Product(s), including all documentation in full, or in partial copies. The CLIENT shall certify in writing, within ten (10) days following termination that the CLIENT has complied with this agreement.
5.7.2 The LICENSOR will have no further right to market or use the CLIENT’s trademarks and or trade names.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The PRODUCT(s), which are made accessible under this agreement with all its components, including the source code, object code, documentation, appearance, structure, organisation, its preparatory design material, etc., are protected by copyright and other intellectual property laws and treaties.
6.2 Timely Business Solutions Ltd owns the title, copyright, and distribution rights in terms of the PRODUCT(s) and content including and not exclusive to design, code, learning library, forms, checklists, audits, templates, etc.
6.3 The CLIENT shall own the copyright of content authored through the use of the tools within Tempus provided the content has been developed by the CLIENT and is not based on the materials supplied by Timely Business Solutions. Such as eLearning courses, Audits, Checklists, Risk Assessment, and any associated Document templates.
6.4 The LICENSOR acknowledges’ that the END USER’s data is to be treated as confidential information.
6.5 The CLIENT may use the PRODUCT(s) only in accordance with its technical features and its very intended purpose and may not reverse engineer, decompile or disassemble the product(s) in any way. Any of the aforementioned actions will constitute a direct infringement of the LICENSOR’s Intellectual Property Rights.
6.6 The CLIENT may not copy literally or not literally, modify, distribute, or proceed to any action that may be properly characterised as copyright infringement by applicable law.
6.7 The CLIENT may not transfer for value or use the SOFTWARE for any commercial purpose other than that described in this Agreement.
6.8 The CLIENT agrees to notify Timely Business Solutions Ltd. immediately of any possession or use of the PRODUCT that the CLIENT believes is unauthorised and is to provide Timely Business Solutions Ltd. all information in its possession regarding unauthorised possession or use.
6.9 Timely Business Solutions Ltd.’s PRODUCT(s) are registered as trademarks in the UK, European Communities, and worldwide and may only be used due to specified trademark licenses between Timely Business Solutions Ltd. and a third party. The CLIENT may use or refer to Timely Business Solutions Ltd., its trademarks, trade names, service marks, and marketing logos solely to promote Products and Services under this Agreement. Any such use or reference is subject to Timely Business Solutions Ltd. policies and guidelines then in effect and must be submitted to Timely Business Solutions Ltd. for its prior written consent with respect to each intended use or reference.

7. ACCOUNT REGISTRATION AND USE

7.1 To access the online services, the CLIENT’S END USERS must be registered with an account within the SOFTWARE byproviding an email address, creating a password, and providing the LICENSOR with any other information requested. The CLIENT and their END USERS agree to provide accurate, complete, and current registration information. It is the responsibility of the CLIENT’S END USER to ensure that password information remains confidential and secure.
7.2 By registering, the CLIENT’S END USERS agree to be fully responsible for all activities that occur under their username and password. The LICENSOR may assume that any communications received from the holder of the account have been made by the legitimate END USER.
7.3 The CLIENT is responsible for notifying the LICENSOR of any unauthorised use of or access to any account(s). The CLIENT acknowledges that the LICENSOR may require information that may be used to confirm identity and help ensure the security of the END USERS account. The LICENSOR is not liable for any loss, damages, liability, expenses, or legal fees that may be incurred because of unauthorised use of a password or account, either with or without the CLIENT OR END USER's knowledge and/or authorisation and regardless of whether the LICENSOR has been advised of such unauthorized use.

8. USER CONTENT AND ACCEPTABLE USE

8.1 The Software includes applications that allow END USERS to create tasks and submit associated information, text, files, and other materials (collectively, “USER CONTENT”) and to share that USER CONTENT with others.
USER CONTENT submitted or otherwise made available (“submitted”) to the Service(s) is subject to the following terms:
8.1.1 To access the software, Users are required to accept the terms and conditions of use when first using Tempus or following any major update.
8.1.2 By submitting USER CONTENT created by the authoring tool within the SOFTWARE, the CLIENT’s END USERS do grant the LICENSOR a license to use, copy, reproduce, process, adapt, publish, transmit, host, and display that CONTENT.
8.1.3 USER CONTENT submitted to the Service(s) which has been generated by the CLIENT externally to the SOFTWARE and its applications is owned and controlled by the CLIENT.
8.1.4 The LICENSOR reserves the right to remove any USER CONTENT on the Service(s) that violates any of the Clauses outlined in this document or that is otherwise objectionable or unlawful, the judgment of which is at the LICENSOR’s sole discretion.
8.1.5 Data generated using the SOFTWARE and its applications are owned and controlled by the CLIENT.

8.2 The LICENSOR grants the CLIENTS END USERS a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only in a manner that complies with all legal requirements that apply to the use of the Service.

9. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by the laws of English law and jurisdiction.