1. Engagement and Terms
1.1 These Terms and Conditions apply to all work carried our or agreed to be carried out for the Client by eXTempora and to the supply of all goods by eXTempora, to the exclusion of any other terms and conditions, including those on any purchase order submitted by the Client.
1.2 eXTempora provides goods and services for the benefit of the organisation or individual recorded as its Client, and no one else has any right (by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise) to enforce the contract against eXTempora.
1.3 eXTempora will not be obliged to supply any goods or services unless it has received a purchase order or payment in advance from the Client. If eXTempora starts work or dispatches goods before a purchase order is issued, the Client will nevertheless be obliged to pay eXTempora for all goods and services provided.
2. Right to Cancel and Returns
2.1 This Section 2 applies ONLY if the Customer is in the European Union, is purchasing as a consumer (that is, not in the course of its business) and the contract has been formed solely by distance means. In those circumstances the Client has the right to cancel its order for any goods within seven clear working days after the date those goods are delivered, and to cancel its order for any services within seven clear working days after placing that order. This right of cancellation does NOT apply to: i) any software where the seal on the product has been broken; or ii) any service once eXTempora has begun to perform that service. If the Customer wishes to exercise its right to cancel, it must contact email@example.com.
2.2 After eXTempora receives notice of the cancellation of any order under Condition 2.1, eXTempora will refund any charges the Client has already paid for any cancelled product or service, together with its normal postage or delivery charge. eXTempora does not refund any priority, express or courier component of the postage or delivery charge.
2.3 eXTempora will accept the return of any goods only of they are defective or do not comply with their description. The Client must notify eXTempora within 3 days after delivery if it wishes to return any goods.
2.4 Title to any goods will pass to the Client on the later of payment in full and delivery to the Client. Risk of loss or damage to any goods will pass to the Client on dispatch to the Client by eXTempora unless otherwise agreed in writing.
3. Refusing Instructions and Ceasing to Act (Therapy Services)
eXTempora may: i) refuse to accept any instructions to supply therapy services; and/or ii) may stop providing therapy services to any Client and/or refer that Client to another practitioner at any time, in each case without giving any reason. In the latter case the Client will still pay eXTempora for work done and for expenses incurred before it stopped providing services to the Client.
4. Charges and Expenses
4.1 Unless eXTempora agrees a fixed charge in relation to a specific piece of work or service, eXTempora will charge for the amount of time spent working for the Client (including traveling and waiting time) at its standard rates from time to time. In addition eXTempora may charge travel and subsistence expenses incurred in providing services to the Client. Charges for therapy services and for goods must be paid in advance. eXTempora will invoice monthly for other services and expenses incurred.
4.2 Charges and expenses are subject to the addition of Value Added Tax where applicable. Payment of each invoice is due within 14 days after the date of that invoice. If the Client does not pay within that time, eXTempora may do one or more of the following: suspend the provision of services to the Client; terminate this Agreement; and charge the Client interest in accordance with the Late Payment of Commercial Debts (Interest) Act or an equivalent rate of interest if the Client is a consumer. The Customer will pay that interest and the costs of recovery to eXTempora on demand.
4.3 eXTempora may revise its rates of charge at any time by giving the Client not less than 7 days' written notice. If the client is a consumer it may cancel the Contract with eXTempora if the Client is dissatisfied with any increase in charges.
Unless otherwise agreed with the Client, eXTempora will own the copyright in any document that it prepares for the Client. The Client may amend and copy that document for its own business purposes, but eXTempora will not be liable for the consequences of any amendments that the Client or anyone else (except eXTempora) may make.
eXTempora will keep all information relating to the Client's business (the Client's Information) confidential, but it may disclose the Client's Information to someone else: a) if any law or regulation obliges it to do so; b) if a court orders it to do so; c) if its insurers require it to do so; d) if the disclosure comes within the scope of the Client's instructions to eXTempora; or e) with the Client's permission.
7.1 Nothing in these Terms and Conditions limits or excludes eXTempora's liability for the death or injury of any person caused by its negligence or for any fraud or fraudulent misrepresentation, or for any liability to a consumer caused by eXTempora's negligence.
7.2 Subject to Condition 7.1, but otherwise despite anything else contained in these Terms and Conditions, eXTempora will not be liable to the Customer for loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts (in each case whether direct or indirect), or for any indirect or consequential loss, whether arising from negligence, or breach of contract, or in any other way, even if eXTempora was advised of or knew of the likelihood of that loss or type of loss arising.
7.3 Subject to Condition 7.1, eXTempora's total liability in connection with each Contract, whether in contract, or tort (including negligence) or arising in any other way, will not exceed the price or charges paid by the Customer under that Contract or, if greater, £500,000.
7.4 eXTempora will use reasonable skill and care in providing services to the Client and will provide goods and services within a reasonable time but, subject to Condition 7.5, the express terms of these Terms and Conditions are in lieu of all other warranties, conditions, terms, undertakings and obligations on the part of eXTempora, whether express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
7.5 Nothing in these Terms and Conditions affects the Client's rights under Section 12 of the Sale of Goods Act 1979 or, where the Client is a consumer, under Section 13, 14 or 15 of the Sale of Goods Act 1979 or its rights under the Consumer Protection Act 1987.
The contract between eXTempora and the Client is governed by English law and they agree that the English courts will have jurisdiction in relation to any dispute.