Terms.

Who these terms are between

These terms apply to every piece of work Tempra Ltd of Malta ("Tempra", "we") does for a business customer ("you"). They apply together with the written scope and the written quote for that work. If the quote says something different from these terms, the quote wins for that piece of work. We work with businesses, not consumers, and these terms are written on that basis.

Scope and quotes

Every project begins with a scoping session. It is two hours, it is free, and you leave with a written picture of what slows your business down and what is worth building first, whether or not we go on to work together.

If you ask us to, we then write a scope and a quote. The scope says what will be built, what it will do, what it needs from you, and what is not included. The quote gives the price for that scope, the way it will be invoiced, and the time it will take. A quote is valid for thirty days from the date on it. Nothing is built and nothing is billed until you have agreed the quote in writing, and an email that says yes is enough.

Work that is priced per page or per month is priced on the website and in the quote. Work that is priced per scope has no price list, because no two businesses need the same thing, and its price is the one in the quote.

When the scope changes

Scopes change. When yours does, we stop, we write down what the change adds or removes, we quote the difference, and we carry on only when you have agreed the new figure. Small changes that do not move the price are simply confirmed by email. We never bill for work you did not agree to.

If we find part of the scope cannot be built as written, we tell you as soon as we know, with the options and what each one costs, and you choose.

Payment

The quote sets the invoicing schedule. Unless it says otherwise, project work is invoiced in stages tied to what has been delivered, and monthly services are invoiced at the start of each month.

Invoices are due within thirty days of the invoice date. Prices are in euro and exclude VAT, which is added at the rate that applies. If an invoice is not paid on time we may charge interest at the rate set by Maltese law for late payment in commercial transactions, which is the European Central Bank reference rate plus eight percentage points, and we may pause work until the account is settled. We will always tell you before we pause anything.

Ownership and licence

What you own. When a project is paid in full, the deliverables built only for you under that scope are yours: the code we wrote for you, the content we produced for you, the data the system holds, and the accounts it runs in. We hand them over in a form you can take elsewhere, and until that payment we hold them on your behalf.

What stays ours. Tempra owns the products we built before you came to us and offer to more than one customer, including Lawrera and our named agents. You use them under a licence that is not exclusive and cannot be passed to anyone else, for as long as the service runs and you are paid up. We do not hand over their source code, and you may not copy them, resell them, or build a competing product from them. Improvements we make to our own products remain ours, even when your project was the reason we made them.

What belongs to others. Some deliverables include components made by other people, such as open source software and services you subscribe to directly. Those stay under their own licences, and we tell you in the scope where that matters.

What you bring. Your brand, your text, your data and your systems remain yours. You give us the right to use them for the work and for nothing else, and you confirm you are entitled to give us that right.

Showing the work. We may name you as a customer and show the work we did for you, unless you tell us in writing that you would rather we did not.

Data and confidentiality

Each of us keeps the other's confidential information confidential, uses it only for the work, and shares it only with the people who need it to do that work. That obligation lasts for as long as the information stays confidential, and it does not cover anything that is already public or that the other side learns independently.

Where the work means we handle personal data on your behalf, we do so as your processor under the General Data Protection Regulation and Malta's Data Protection Act. A data processing agreement in the form Article 28 requires is part of the scope for any such work, and a copy is available on request before you sign anything. What we do with personal data that people give to us directly, through this site, is on the privacy page.

Warranties and liability

We do the work with reasonable skill and care, to the scope we agreed, and we test it before it goes live. For thirty days after handover we fix, at no charge, anything that does not do what the scope says it should. After that, fixes and changes are part of a support retainer or are quoted.

We do not promise business results, because they depend on more than we build. We do not promise that software will never fail, because no one honestly can. What we promise is that it is built to the scope, tested before launch, and repaired when it breaks in that first month.

Our total liability to you for anything arising from a piece of work is limited to the fees you paid us for that work in the twelve months before the claim. We are not liable for lost profit, lost revenue, lost data you did not back up, or any indirect loss. Nothing in these terms limits liability that the law does not allow to be limited, including liability for death or personal injury caused by negligence, or for fraud.

Term and ending

Projects end when the scope is delivered and paid for. Either of us may end a project early by giving written notice. If you end it, you pay for the work done and the commitments made up to that date. If we end it for a reason that is not your fault, you pay only for work you can use.

Retainers and monthly services run month to month. Either of us may end one with one month's written notice. On the way out we hand over what is yours, in a form you can use, and we give you reasonable help to move it. If you owe us money, we may keep the handover until it is paid.

Either of us may end any work immediately if the other breaks these terms seriously and does not put it right within fourteen days of being asked, or becomes insolvent.

General

These terms, the scope and the quote are the whole agreement for a piece of work. A change to them is only binding if it is in writing and both of us have agreed to it. If any part of these terms turns out to be unenforceable, the rest still applies. Neither of us is responsible for failing to do something that events outside our reasonable control made impossible. We may update these terms for future work, and the version that applies to your work is the one that was current when you agreed the quote.

Law

Maltese law. Courts of Malta. If something goes wrong between us, we will each try to sort it out in a conversation first, and neither of us will go to court before we have tried.