Terms of Service

These Terms and Conditions are applicable when you take services from Tempus ER Ltd., please read them carefully. All contracts that the Provider may enter into for the provision of the Hosted Services and related Services shall be governed by these Terms and Conditions.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

“Account” means an account enabling a person or business to access and use the Hosted Services, including user accounts and administrator accounts;

“Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract which occur;

“Charges” means the following:

(a) the amounts agreed for the service plan chosen;

(b) such amounts as may be agreed in writing by the parties from time to time; and

“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Tenant Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Tenant;

“Effective Date” means the date upon which the parties execute a hard-copy Services Order Form; or, following the Tenant agreeing to Services by email, the date upon which the Provider sends to the Tenant an order confirmation;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, power failures, denial of service attacks, hacker attacks, virus or other malicious software attacks or infections, industrial disputes affecting any third party, changes to the law, disasters, explosions, floods, fires, riots, terrorist attacks and wars);

“Hosted Services” means ER Tempus software, which will be made available by the Provider to the Tenant as a service via the internet in accordance with these Terms and Conditions;

“Hosted Services Defect” means a defect, error, or bug in the Platform having a material adverse effect on the appearance, functionality, operation, or performance of the Hosted Services, but excluding any defect, error, or bug caused by or arising as a result of:

(a) any act or omission of the Tenant or any person authorised by the Tenant to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Tenant or by any person authorised by the Tenant;

(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible

“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in the Documentation;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “Intellectual Property Rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

“Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);

“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

“Provider” means Tempus ER Ltd, a company incorporated in England and Wales (registration number 13434958) having its registered office at 52 Lime Grove, Stapleford, Nottingham, NG9 7GF, England, UK;

“Services” means any services that the Provider provides to the Tenant, or has an obligation to provide to the Tenant, under these Terms and Conditions;

“Services Order Form” means an online order form published by the Provider and completed and submitted by the Tenant, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

“Service Plan” means the monthly-paid Services chosen or fine-tuned by the Provider

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

“Supported Web Browser” means the current release from time to time of Mozilla Firefox or Google Chrome, or any other web browser that the Provider agrees in writing shall be supported;

“Tenant” means the person or entity using the Hosted Services

“Tenant Confidential Information” means:

(a) any information disclosed by or on behalf of the Tenant to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked as “confidential”; or

(ii) should have been reasonably understood by the Provider to be confidential; and

(b) Tenant Data

“Tenant Data” means all data, works and materials: uploaded to or stored on the Platform by the Tenant; transmitted by the Platform at the instigation of the Tenant; supplied by the Tenant to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Tenant;

“Tenant Personal Data” means any Personal Data that is processed by the Provider on behalf of the Tenant in relation to the Agreement;

“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

“Update” means a hot-fix, patch or minor version update to any Platform software; and

“Upgrade” means a major version upgrade of any Platform software.

“Working Day” means any weekday other than a bank or public holiday in the United Kingdom of Great Britain and Northern Ireland;

“Working Hours” means the hours of 09:00 to 18:00 GMT/BST on a Working Day;

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 The Provider shall create an Account for the Tenant and shall provide to the Tenant login details for that Account.

3.2 The Provider hereby grants to the Tenant a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser in accordance with the Documentation during the Term.

3.3 The licence granted by the Provider to the Tenant under Clause 3.2 is subject to the following limitations:

(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Tenant

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Tenant under Clause 3.2 is subject to the following prohibitions:

(a) the Tenant must not sub-license its right to access and use the Hosted Services;

3.5 The Tenant shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

3.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Tenant at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(d) any breach by the Tenant of the Agreement; or

(e) scheduled maintenance carried out in accordance with the Agreement.

3.8 The Tenant must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Tenant or by means of an Account comply with Schedule 1 (Acceptable Use Policy).

3.9 The Tenant must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.10 The Tenant must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, the Tenant has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Tenant to the Provider under the Agreement is overdue, and the Provider has given to the Tenant at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4. Maintenance Services

4.1 The Provider shall provide the Maintenance Services to the Tenant during the Term.

4.2 The Provider shall where practicable give to the Tenant at least 10 Working Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this main body of these Terms and Conditions.

4.3 The Provider shall give to the Tenant at least 10 Working Days’ prior written notice of the application of an Upgrade to the Platform.

4.4 The Provider shall give to the Tenant written notice of the application of any security Update to the Platform and at least 1 Working Days’ prior written notice of the application of any non-security Update to the Platform.

4.5 The Provider shall provide the Maintenance Services with reasonable skill and care

4.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Tenant to the Provider under the Agreement is overdue, and the Provider has given to the Tenant at least 28 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5. Support Services

5.1 The Provider shall provide the Support Services to the Tenant during the Term.

5.2 The Provider shall make available to the Tenant help and support in accordance with the provisions of this main body of these Terms and Conditions.

5.3 The Provider shall provide the Support Services with reasonable skill and care.

5.4 The Provider shall respond promptly to all requests for Support Services made by the Tenant.

5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Tenant to the Provider under the Agreement is overdue, and the Provider has given to the Tenant at least 28 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Tenant Data

6.1 The Tenant hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Tenant Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Tenant also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement, subject always to any express restrictions elsewhere in the Agreement.

6.2 The Tenant warrants to the Provider that the Tenant Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.

6.3 The Provider shall create a back-up copy of the Tenant Data at least daily and shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 Within the period of 2 Working Day following receipt of a written request from the Tenant, the Provider shall use all reasonable endeavours to restore to the Platform the Tenant Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.3. The Tenant acknowledges that this process will overwrite the Tenant Data stored on the Platform prior to the restoration.

7. No Assignment Of Intellectual Property Rights

7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Tenant, or from the Tenant to the Provider.

8. Charges

8.1 The Tenant shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Tenant’s written consent before performing Services that result in any estimate of time-based Charges given to the Tenant being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Tenant agrees otherwise in writing, the Tenant shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 8.2.

8.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Tenant to the Provider.

8.4 The Provider may elect to vary any element of the Charges by giving to the Tenant not less than 28 days’ written notice of the variation.

9. Payments

9.1 The Provider shall issue invoices for the Charges to the Tenant from time to time during the Term.

9.2 The Tenant must pay the Charges to the Provider within the period of 7 days following the issue of an invoice in accordance with this Clause 9 providing that the Charges must in all cases be paid before the commencement of the period to which they relate.

9.3 The Tenant must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Provider to the Tenant from time to time).

9.4 If the Tenant does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

(a) charge the Tenant interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Tenant pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10. Provider’s Confidentiality Obligations

10.1 The Provider must:

(a) keep the Tenant Confidential Information strictly confidential;

(b) not disclose the Tenant Confidential Information to any person without the Tenant’s prior written consent;

(c) use the same degree of care to protect the confidentiality of the Tenant Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Tenant Confidential Information; and

10.2 Notwithstanding Clause 10.1, the Provider may disclose the Tenant Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Tenant Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Tenant Confidential Information.

10.3 This Clause 11 imposes no obligations upon the Provider with respect to Tenant Confidential Information that:

(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the Provider; or

(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality]

10.4 The restrictions in this Clause 11 do not apply to the extent that any Tenant Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

10.5 The provisions of this Clause 11 shall continue in force indefinitely following the termination of the Agreement.

11. Data Protection

11.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Tenant Personal Data.

11.2 The Tenant warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

11.3 The Tenant shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 2 (Data processing information) and of the types specified in Part 2 of Schedule 2 (Data processing information); and the Provider shall only process the Tenant Personal Data for the purposes specified in Part 3 of Schedule 2 (Data processing information).

11.4 The Provider shall only process the Tenant Personal Data during the Term, subject to the other provisions of this Clause 11.

11.5 The Provider shall only process the Tenant Personal Data on the documented instructions of the Tenant, as set out in these Terms and Conditions or any other document agreed by the parties in writing.

11.6 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Tenant Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Tenant of the legal requirement before processing, unless that law prohibits such information.

11.7 The Provider shall ensure that persons authorised to process the Tenant Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

11.8 The Provider and the Tenant shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Tenant Personal Data

11.9 The Provider must not engage any third party to process the Tenant Personal Data without the prior specific or general written authorisation of the Tenant. The Provider is hereby authorised by the Tenant, as at the Effective Date, to engage those third parties identified in, or falling within the processor categories specified in, Part 5 of Schedule 2 (Data processing information) to process the Tenant Personal Data. In the case of a general written authorisation, the Provider shall inform the Tenant at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Tenant objects to any such changes before their implementation, then the Tenant may terminate the Agreement on 7 days’]written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Tenant of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 11.

11.10 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Tenant with the fulfilment of the Tenant’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

11.11 The Provider shall assist the Tenant in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.

11.12 The Provider shall make available to the Tenant all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12 and the Data Protection Laws.

11.13 The Provider shall, at the choice of the Tenant, delete or return all of the Tenant Personal Data to the Tenant after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

11.14 The Provider shall allow for and contribute to audits, including inspections, conducted by the Tenant or another auditor mandated by the Tenant in respect of the compliance of the Provider’s processing of Tenant Personal Data with the Data Protection Laws and this Clause 11. The Provider may charge the Tenant at its standard time-based charging rates for any work performed by the Provider at the request of the Tenant pursuant to this Clause 11.14.

11.15 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

12. Warranties

12.1 The Provider warrants to the Tenant that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and

(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

12.2 The Provider warrants to the Tenant that:

(a) the Platform and Hosted Services will conform in all material respects with the functionality as documented;

(b) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs;

12.3 The Provider warrants to the Tenant that the Hosted Services, when used by the Tenant in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.

12.4 The Provider warrants to the Tenant that the Hosted Services, when used by the Tenant in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law

12.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Tenant in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Tenant the right to use the Hosted Services in accordance with these Terms and Conditions.

12.6 The Tenant warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

12.7 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

13. Acknowledgements and Warranty Limitations

13.1 The Tenant acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

13.2 The Tenant acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

13.3 The Tenant acknowledges that the Hosted Services are designed to be compatible only with that software and those systems; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

13.4 The Tenant acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Tenant will not give rise to any legal liability on the part of the Tenant or any other person.

14. Limitations and Exclusions Of Liability

14.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

14.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 14.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

14.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

14.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

14.6 Neither party shall be liable to the other party in respect of any loss of use or production.

14.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

14.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software;

14.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:

(a) £750; and

(b) the total amount paid and payable by the Tenant to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.

14.11 The aggregate liability of each party to the other party under the Agreement shall not exceed the greater of:

(a) £750; and

(b) the total amount paid and payable by the Tenant to the Provider under the Agreement.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

15.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16. Termination

16.1 Either party may terminate the Agreement by giving to the other party at least 28 days’ written notice of termination.

16.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

16.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

17. Effects Of Termination

17.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 3.11, 7, 10.2, 10.4, 11, 12.1, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11, 12.12, 12.13, 12.14, 12.15, 15, 18, 21 and 22].

17.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

17.3 Within 30 days following the termination of the Agreement for any reason:

(a) the Tenant must pay to the Provider any Charges in respect of Services provided to the Tenant before the termination of the Agreement; and

(b) the Provider must refund to the Tenant any Charges paid by the Tenant to the Provider in respect of Services that were to be provided to the Tenant after the termination of the Agreement, without prejudice to the parties’ other legal rights.

18. Notices

18.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 4 of the Services Order Form and Clause 18.2):

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Working Days following posting, providing that, if the stated time of deemed receipt is not within Working Hours, then the time of deemed receipt shall be when Working Hours next begin after the stated time.

18.2 The Provider’s contact details for notices under this Clause 19 are as follows: Mark Thompson (mark@ertempus.com). Tempus ER Ltd (T/A ER Tempus), 52 Lime Grove, Stapleford, Nottingham, NG9 7GF, England, UK.

18.3 The addressee and contact details set out in Section 4 of the Services Order Form and Clause 18.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.

19. Subcontracting

19.1 The Provider must not subcontract any of its obligations under the Agreement without the prior written consent of the Tenant, providing that the Tenant must not unreasonably withhold or delay the giving of such consent.

19.2 The Provider shall remain responsible to the Tenant for the performance of any subcontracted obligations.

19.3 Notwithstanding the provisions of this Clause 19 but subject to any other provision of these Terms and Conditions, the Tenant acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

20. General

20.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

20.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

20.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

20.4 The Tenant hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. The Tenant must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Tenant’s contractual rights or obligations under the Agreement.

20.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

20.6 Subject to Clause 15.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

20.7 The Agreement shall be governed by and construed in accordance with English law.

20.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

21. Interpretation

21.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

21.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

21.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

21.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.