Terms and Conditions

These Terms and Conditions ("Terms") are the contract between JN Horizon Ltd and the business that registers for JN Tempo. Please read them before you register. They include the Data Processing Agreement and the Acceptable Use Policy in Schedule 1.

1. Who we are

JN Tempo is provided by JN Horizon Ltd, a company registered in England and Wales with company number 17355355, whose registered office is Suite 395, 25 Dorset House, Duke Street, Chelmsford, CM1 1TB, United Kingdom. In these Terms, "we", "us" and "our" mean JN Horizon Ltd.

You can contact us at [email protected].

2. Who these Terms are for

JN Tempo is for businesses. "You" and "the Customer" mean the business named when the account was created.

The person who registers confirms that they are authorised to accept these Terms for that business. If they are not, they must not register.

JN Tempo is not offered to consumers. You must not register for purposes that are wholly or mainly outside your trade, business, craft or profession.

3. Definitions

• Service: the JN Tempo web application, its features, and the support we provide.
• Users: the people you allow to use the Service under your account, such as administrators ("Admins"), managers and contractors.
• Customer Data: the information, files and personal data that you or your Users put into the Service.
• Subscription: a paid plan for the Service, with any contractor packs added to it.
• Fees: the amounts payable for a Subscription.
• Billing period: the month or year a Subscription payment covers.

4. The Service

JN Tempo helps organisations manage contractor work. Depending on how you configure it, it includes:

• timesheets and expenses, including receipt files, with approval workflows;
• clock-in and clock-out records and requests to correct them;
• contractor profiles, onboarding information and files, placements, clients and notes;
• purchase orders, their documents and their links to placements;
• contractor billing preparation: billing schedules, billing runs, reminders and recorded payment statuses;
• reports, dashboards and data exports, including a CSV in Xero's published bill import format;
• email notifications and reminders, and an audit log of key actions.

Some features are not currently available:

• AI features (Tempo Assistant and AI dashboard summaries) are switched off. If we make them available, we will update these Terms, the Privacy Notice and the subprocessor list, and tell Admins, before any Customer Data is sent to an AI provider.
• Storing contractor bank details is switched off. It needs an encryption key that is not configured.

We may change and improve the Service. We will not make a change that materially reduces the core functionality of your paid Subscription during a Billing period you have already paid for, unless the law, a security risk or a supplier we rely on requires it. If that happens, we will tell you as soon as we reasonably can.

5. What JN Tempo does not do

JN Tempo is a record-keeping and workflow tool. In particular:

• It does not make or receive payments. It does not pay contractors, transfer money, collect money from your clients or confirm that payments have been made. A "paid" status in a billing run is a record that someone in your organisation entered.
• Reports and exports need your review. Billing runs, exports, dashboards and reports are calculated from the records and settings in your account. You must check them before you rely on them, including before you import them into accounting software or pay anyone.
• It does not decide employment status, IR35, VAT or tax. Fields such as engagement type, payment arrangement and IR35 status record what your organisation enters. JN Tempo does not assess, validate or advise on them, and does not add or calculate VAT, other taxes or deductions.
• AI output may be wrong. If AI features become available, their output may be inaccurate or incomplete. A person must review it before relying on it, and it must not be the only basis for a decision about anyone.
• You decide what to collect and do. You are responsible for the instructions you give through the Service, for having a lawful basis for the personal data you add, and for telling your Users and contractors how you use it.

Nothing in this section limits our own obligations under these Terms or the Data Processing Agreement, including our obligation to provide the Service with reasonable care and skill and to keep Customer Data secure as described there.

6. Accounts and Users

You are responsible for:

• choosing your Users and giving them appropriate roles;
• making sure Users keep their sign-in details confidential and follow these Terms;
• removing or deactivating Users who should no longer have access;
• everything done under your account by your Users.

Tell us promptly at [email protected] if you believe your account has been accessed without permission.

Each email address can belong to only one JN Tempo organisation.

7. Free trial

A new business can use the Service free of charge for 14 days ("Trial"):

• The Trial starts when the person registering verifies their email address and the organisation is created. It ends exactly 14 days later. The Billing page shows the end date and time.
• During the Trial you can have up to 20 contractor accounts. No payment card is needed to start.
• Each business can have one Trial. We check the verified email address and, if you give one, the company registration number. Email addresses are compared as typed, except that for some public email providers we treat variations that deliver to the same mailbox (such as a "+" tag) as the same address.
• We may decline a Trial, or end one early, if we have reasonable evidence that the same business has already had one, for example the same company registration number. If you think we have made a mistake, email [email protected] and we will review it.
• Admins receive reminder emails 3 days and 1 day before the Trial ends, and an email when it ends.
• When the Trial ends, the Service is locked for everyone in your organisation until an Admin starts a Subscription. Admins can still sign in to do this. The lock does not delete Customer Data. What happens to Customer Data if no Subscription is started is set out in clause 15.
• If an Admin starts a Subscription during the Trial, the Trial ends then and the first payment is taken straight away. Unused Trial days are not added to the Subscription.

8. Plans and prices

For businesses that subscribe on or after the date these Terms are published, the prices are:

• Monthly plan: £79 per month, including 20 contractor accounts.
• Annual plan: £799 per year, including 20 contractor accounts.
• Contractor packs: £25 per month for each additional 20 contractor accounts, available with the Monthly plan. Each pack is billed monthly as its own subscription. Packs cannot currently be added to an Annual plan, and there is no annual contractor pack.

There is no separate charge for Admin or manager accounts. Contractor accounts count towards your limit, including deactivated ones.

JN Horizon Ltd is not registered for VAT, so no VAT is charged.

Existing Subscriptions. If you subscribed before these Terms were published, your Subscription keeps the price and billing interval recorded for it in our payment system. The Billing page shows them. Publishing these Terms does not change them.

Price changes. We may change the price of an existing Subscription or contractor pack by giving Admins at least 30 days' notice by email. A new price applies only from the first renewal that starts after the notice period ends. It never applies to a Billing period you have already paid for. If you do not want to pay the new price, you can cancel before it takes effect and you will not be charged it.

9. Payment and renewal

• Subscriptions are paid in advance by card through Stripe, our payment provider. We do not see or store your full card number.
• Subscriptions renew automatically at the end of each Billing period for another period of the same length, at the price then applicable under clause 8, until cancelled.
• Contractor packs renew monthly in the same way.

10. Cancellation and refunds

• An Admin can cancel a Subscription or a contractor pack at any time from the Billing page. Cancellation takes effect at the end of the current Billing period, and access continues until then.
• Fees are not refundable for any unused part of a Billing period, except as expressly set out in these Terms (clauses 15.3, 15.4 and 18) or where the law requires a refund.

11. Failed payments

If a Subscription payment fails:

• Stripe retries the payment. Admins receive an email and the Billing page shows the date access will end.
• Access continues for 14 days from the first failed payment.
• If payment has not been made after 14 days, or if the Subscription is marked unpaid or ends, the Service is locked for everyone in your organisation until payment is made or a new Subscription is started. Access returns once Stripe confirms payment.
• Locking the Service does not delete Customer Data. Clause 15 explains what happens if access is not restored.

We do not charge late payment fees or interest under these Terms.

12. Suspension

We may suspend some or all access to the Service if:

• we reasonably believe there is a serious risk to the security or integrity of the Service, other customers, or Customer Data;
• you or your Users materially breach the Acceptable Use Policy; or
• the law, a court or a regulator requires us to.

Any suspension will be limited to what is reasonably necessary. Where it is lawful and practical, we will tell you before suspending, explain why, and restore access promptly once the reason has been dealt with. Suspension for failed payments is covered by clause 11.

13. Customer Data and data protection

Your data. You keep all rights in Customer Data. You give us permission to host, copy, process and display Customer Data only as needed to provide, secure and support the Service, and as the law requires.

Data Processing Agreement. When we process personal data in Customer Data on your behalf, we act as your processor. The Data Processing Agreement forms part of these Terms and applies to that processing. If it conflicts with these Terms on data protection, the Data Processing Agreement takes priority.

Our own processing. Our Privacy Notice explains the personal data we are responsible for as a controller, such as account, billing and security information.

Your responsibilities. You must:

• have a lawful basis for the personal data you and your Users put into the Service;
• give contractors and other people the information about your use of their data that the law requires;
• not put special category data (for example health information) or criminal offence data into the Service unless you have a lawful basis and a valid condition for doing so, and it is necessary;
• keep copies of any Customer Data you need for your own records, using the export tools.

14. Our commitments

We will:

• provide the Service with reasonable care and skill;
• maintain the security measures described in Schedule 2 of the Data Processing Agreement;
• answer support requests sent to [email protected]. We aim to reply within two business days. Business days are Monday to Friday, excluding bank holidays in England, counted in UK time. This is a target, not a guaranteed response time or service level.

We do not guarantee that the Service will be uninterrupted or free from errors. We will try to schedule planned maintenance outside UK business hours where we reasonably can.

15. Term, termination and your data

15.1 Term. These Terms start when the organisation is created and continue until terminated under this clause.

15.2 Termination by you. You can stop using the Service at any time by cancelling your Subscription (clause 10). These Terms end when your Subscription ends, or when a Trial ends without a Subscription being started, subject to clause 15.5.

15.3 Termination by us. We may end these Terms:

• immediately by notice if you materially breach them and the breach cannot be put right, or you do not put it right within 30 days of our notice asking you to;
• immediately by notice if you become insolvent, enter administration or liquidation, or stop trading;
• for any reason, by giving your Admins at least 60 days' notice by email. You keep access during the notice period and can export Customer Data with the export tools. We will refund, pro rata, any Fees you have paid for the period after termination. Clause 15.5 then applies to Customer Data.

15.4 Termination by you for our breach. You may end these Terms by notice if we materially breach them and do not put the breach right within 30 days of your notice. We will refund any Fees you have paid for the period after termination.

15.5 Your data at the end.

• While you have access, Admins can export Customer Data using the export tools.
• When your organisation's access ends (a Trial ends without a Subscription, a Subscription ends, or access is locked under clause 11 and not restored), we keep Customer Data for 90 days so that you can restart a Subscription or ask us for an export. During that period an Admin can still sign in to start a Subscription, and we will provide an export of Customer Data on request at no charge. If access is restored within the 90 days, nothing is deleted.
• After 90 days we delete Customer Data, including stored files and your Users' sign-in accounts, from the live Service within a further 30 days, unless we must keep it for longer because of a legal claim, a dispute or a requirement of law or a regulator.
• Copies in backups are kept and deleted as described in the Data Processing Agreement.
• We may keep information we need for our own legal, accounting or tax obligations, or to establish or defend legal claims, as described in the Privacy Notice.

15.6 What survives. Clauses 5, 13, 15.5, 16, 17, 19 and 20, and any other terms intended to continue, survive termination.

16. Intellectual property and confidentiality

We and our licensors own the Service, including its software, design and content, other than Customer Data. These Terms do not transfer any of those rights to you. You may use the Service only as these Terms allow.

If you give us feedback or suggestions, we may use them without obligation to you.

Each party will keep the other's confidential information confidential, use it only for the purposes of these Terms, and share it only with people who need to know it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, that the receiving party already lawfully had, or that must be disclosed by law (in which case, where lawful, the disclosing party will be told first).

17. Liability

17.1 What we do not limit. Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot be limited or excluded by law.

Nothing in these Terms limits your obligation to pay Fees that are due.

17.2 Losses we are not responsible for. Subject to clause 17.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• loss of profits, revenue, business or anticipated savings;
• loss of goodwill or reputation;
• any indirect or consequential loss.

17.3 Our total liability. Subject to clause 17.1, each party's total liability arising out of or in connection with these Terms in each 12-month period starting on the date the organisation was created is limited to the greater of (a) the Fees paid and payable by you in that 12-month period and (b) £500.

17.4 Your responsibility for unlawful use. You are responsible for claims, losses and costs arising from Customer Data that you had no right to provide, or from your Users' breach of the Acceptable Use Policy, to the extent they were not caused by our breach of these Terms or the Data Processing Agreement.

17.5 Fair and reasonable. Both parties agree that these limits are reasonable, taking into account the Fees, the nature of the Service, and that you are best placed to review your own reports, exports and payments and to keep your own copies of important records.

18. Changes to these Terms

We may update these Terms. Every version is published with its version number and date, and earlier versions stay available in the archive of earlier versions.

• Material changes. If a change materially affects existing customers, we will email Admins and show a notice in JN Tempo at least 30 days before it takes effect. Admins will be asked to review and accept the new version for your business. Managers and contractors are not asked to accept it for your business. No one will lose access because the new version has not yet been accepted. If you do not accept the change, you may cancel before it takes effect. Your Subscription then ends on the date the change takes effect, and we will refund, pro rata, any Fees you have paid for the period after that date. If you continue to use the Service after it takes effect, the new version applies.
• Other changes. Changes that do not materially affect existing customers, such as corrections, clarifications or new optional features, take effect when they are published.
• Prices. Changes to the price of an existing Subscription are made only under clause 8.

19. General

• Entire agreement. These Terms, with the Data Processing Agreement and Schedule 1, are the whole agreement between us about the Service. Neither party has relied on any statement not set out in them. This does not limit liability for fraudulent misrepresentation.
• Events outside our control. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it tells the other party and takes reasonable steps to limit the effect. This does not excuse payment of Fees.
• Subcontractors. We may use subcontractors, including the subprocessors listed on the subprocessors page. We remain responsible for their performance under these Terms.
• Transfer. You may not transfer your rights under these Terms without our written consent. We may transfer our rights and obligations to another organisation that takes over the Service, if we tell you and the transfer does not reduce your rights.
• Notices. We will send notices to the email addresses of your Admins. You can send notices to [email protected].
• Third parties. Only you and we have rights under these Terms. The Contracts (Rights of Third Parties) Act 1999 does not apply.
• Severance. If any part of these Terms is found unenforceable, the rest stays in force.
• No waiver. A delay in enforcing these Terms is not a waiver of any right.

20. Law and courts

Subject to any mandatory law that applies despite this clause, these Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1: Acceptable Use Policy

This policy applies to everyone who uses JN Tempo under your account. You must not, and must not allow anyone to:

• use the Service in a way that breaks the law, including data protection, employment, anti-discrimination and anti-money-laundering law;
• put personal data into the Service without a lawful basis, or put special category or criminal offence data into it without a valid condition and a real need;
• upload files that you have no right to share, or that contain malware or other harmful code;
• try to access another organisation's data, another User's account, or any part of the Service you are not authorised to use;
• probe, scan or test the security of the Service without our written permission, or bypass any security or access control;
• overload or disrupt the Service, including through automated requests beyond normal use;
• copy, resell, sublicense or provide the Service to third parties as a service bureau, or use it to build a competing product;
• reverse engineer the Service, except to the extent the law allows despite this restriction;
• use the Service to send unlawful, misleading or unsolicited communications;
• create organisations or accounts to obtain more than one free Trial for the same business.

If you find a security weakness, please report it to [email protected] and do not exploit it.

If you or your Users breach this policy, we may act under clauses 12 and 15.