Web support and maintenance terms and conditions

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Provider’s services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

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

“Additional Hours” means any extra support or maintenance hours the Customer has used over their Approved Support Hours;

“Approved Support Hours” Means the number of hours per month allocated to the Customer by the Provider for use on Support and Maintenance;

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“Charges” means the following amounts:

1. the amounts specified in Section 4 of the Statement of Work;

2. such amounts as may be agreed in writing by the parties from time to time; and

3. amounts calculated by multiplying the Provider’s standard time-based charging rates (as notified by the Provider to the Customer before the date of the Contract) by the time spent by the Provider’s personnel performing the Services (rounded up by the Provider to the nearest quarter hour);

“Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;

“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;

“Customer” means the person or entity identified as such in Section 1 of the Statement of Work;

“Customer Confidential Information” means:

1. any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Provider (acting reasonably) to be confidential; and

2. the terms of the Contract;

“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract, but excluding [data] with respect to which the Provider is a data controller;

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

“Effective Date” means the date of execution of the Contract (upon signing of the Order Form);

“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, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“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);

“Maintained Software” means the Supported Website software and the following software to the extent that it is installed upon the same server as the Supported Website software and is used by the Supported Website: this party integrations;

“Maintenance Services” means the supply to the Customer and application to the Maintained Software of Updates and Upgrades;

“Minimum Term” means, in respect of the Contract, the period of 3 months beginning on the Effective Date;

“Order Form” means the document at the front of these Terms and Conditions that sets out information about the Customer and the Support Services;

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

“Provider” means 5M Solutions Ltd, a company incorporated in England and Wales (registration number 07695033) having its registered office at 5M Solutions Ltd. Unit 2, Newton Court, Pendeford Business Park, Wolverhampton, WV9 5HB;

“Provider Confidential Information” means:

1. any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and

2. the terms of the Contract;

“Release” means, in respect of an Update or Upgrade produced by the Provider, the release of that Update or Upgrade to the customers of the Provider generally and, in respect of an Update or Upgrade produced by a person other than the Provider, the public release of that Update or Upgrade (and “Released” shall be construed accordingly);

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

“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties and includes details found on the Order Form;

“Support Services” means support in relation to use of the Supported Website and the identification and resolution of errors in the Supported Website, the addition of content to the Supported Website, and minor changes in the layout and design of the Supported Website (providing that the Provider shall determine acting reasonably whether a proposed change is minor); for the avoidance of doubt, such services shall not include the provision of training services, significant changes in the layout or design of the Supported Website or any software development services;

“Supported Website” means the website or websites identified as such in the Statement of Work;

“Term” means the term of the Contract, 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 Contract, namely the main body of these Terms and Conditions, the Schedules and the Statement of Work, including any amendments to that documentation from time to time;

“Update” means a hotfix, patch or minor version update to the Maintained Software; and

“Upgrade” means a major version upgrade of the Maintained Software.

2. Term

1. The Contract shall come into force upon the Effective Date.

2. The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of these Terms and Conditions.

3. Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Maintenance Services

1. The Provider shall provide the Maintenance Services to the Customer during the Term.

2. The Provider shall provide the Maintenance Services in accordance with Schedule 1 (Maintenance SLA).

3. The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Contract is overdue, and the Provider has given to the Customer at least 7 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

4. The Customer may terminate the Maintenance Services by giving to the Provider at least 3 months written notice expiring on or at any time after the first anniversary of the Effective Date.
5. If the Provider stops or makes a good faith decision to stop providing maintenance services in relation to the Maintained Software to its customers generally, then the Provider may terminate the Maintenance Services by giving at least 30 days’ written notice of termination to the Customer.

6. If the Maintenance Services are terminated in accordance with the provisions of this Clause 3:

1. the Customer must pay to the Provider any outstanding Charges in respect of Maintenance Services provided to the Customer before the termination of the Maintenance Services;

2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Maintenance Services that were to be provided to the Customer after the termination of the Maintenance Services; and

3. the provisions of this Clause 3, excluding this Clause 3.6, shall cease to apply, but the other provisions of the Contract will continue notwithstanding such termination.

7. For the avoidance of doubt, the Maintenance Services shall automatically terminate upon the termination of the Contract.

4. Support Services

1. The Provider shall provide the Support Services to the Customer during the Term.

2. The Provider shall provide the Support Services in accordance with Schedule 2 (Support SLA).

3. The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Contract is overdue, and the Provider has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

4. The Customer may terminate the Support Services by giving to the Provider at least 3 months written notice expiring on or at any time after the first anniversary of the Effective Date.

5. If the Support Services are terminated in accordance with the provisions of this Clause 4:

1. the Customer must pay to the Provider any outstanding Charges in respect of Support Services provided to the Customer before the termination of the Support Services;

2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Support Services that were to be provided to the Customer after the termination of the Support Services; and

3. the provisions of this Clause 4, excluding this Clause 4.5, shall cease to apply, but the other provisions of the Contract will continue notwithstanding such termination.

6. For the avoidance of doubt, the Support Services shall automatically terminate upon the termination of the Contract.

5. Customer obligations
   1. Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

1. co-operation, support and advice;

2. information and documentation; and

3. governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under the Contract.

2. The Customer must provide to the Provider, or procure for the Provider, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Contract.

6. No assignment of Intellectual Property Rights

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

7. Charges

1. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

2. If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider is not required to obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; unless the Customer states otherwise in writing, the Customer shall be liable to pay to the Provider any Charges in respect of Services performed under this Clause 7.2.

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 Customer to the Provider.

4. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation.

8. Timesheets

1. The Provider must:

1. ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and

2. retain such records during the Term, and for a period of at least 3 months following the end of the Term.

2. Within 10 Business Days following receipt of a written request, the Provider shall supply to the Customer copies of such of the timesheets referred to in Clause 8.1 and in the Provider’s possession or control as the Customer may specify in that written request.
3. A timesheet must be sent to the Customer within 1 month of the previous months end, along with any invoice due for Charges.

9. Minimum Services commitment

1. If the time spent by the personnel of the Provider performing the Services during any calendar month that is entirely within the Term does not exceed the Approved Support Hours in total, then the Charges in respect of that period shall be calculated as if the personnel of the Provider did spend such amount of time performing the Services during that period.

10. Payments

1. The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.

2. The Customer must pay the Charges to the Provider within the period of 7 days following the issue of an invoice in accordance with this Clause 10.

3. The Customer must pay the Charges by Direct Debit

4. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

1. charge the Customer 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

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

11. Confidentiality obligations

1. The Provider must:

1. keep the Customer Confidential Information strictly confidential;

2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;

3. use the same degree of care to protect the confidentiality of the Customer 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;

4. act in good faith at all times in relation to the Customer Confidential Information; and

5. not use any of the Customer Confidential Information for any purpose other than providing Services to the Customer.

2. The Customer must:

1. keep the Provider Confidential Information strictly confidential;

2. not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;
3. use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; and

4. act in good faith at all times in relation to the Provider Confidential Information.

3. Notwithstanding Clauses 11.1 and 11.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

4. No obligations are imposed by this Clause 11 with respect to a party’s Confidential Information if that Confidential Information:

1. is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

2. is or becomes publicly known through no act or default of the other party; or

3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

5. The restrictions in this Clause 11 do not apply to the extent that any 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 either party on any recognised stock exchange.

6. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.

7. Following the termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information, and must irrevocably delete the other party’s Confidential Information from its computer systems.

8. The provisions of this Clause 11 shall continue in force for a period of 2 years following the termination of the Contract, at the end of which period they will cease to have effect.

12. Data protection

1. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

2. The Customer 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 Contract.

3. The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 12.
4. Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer 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 Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

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

6. The Customer shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

7. The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Contract 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 Customer of the intended changes.

8. The Customer shall take responsibility to ensure they are compliant with the appropriate Data Protection Laws

13. Warranties

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

2. The Provider warrants to the Customer that:

1. the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

2. 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

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

3. The Customer warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

4. All of the parties’ warranties and representations in respect of the subject matter of the Contract 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 Contract will be implied into the Contract or any related contract.

14. Indemnities

1. The Provider shall not indemnify or hold the Customer liable against any liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions.
2. The Customer shall not indemnify or hold the Provider liable against any liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions.

15. Limitations and exclusions of liability

1. Nothing in these Terms and Conditions will:

1. limit or exclude any liability for death or personal injury resulting from negligence;

2. limit or exclude any liability for fraud or fraudulent misrepresentation;

3. limit any liabilities in any way that is not permitted under applicable law; or

4. exclude any liabilities that may not be excluded under applicable law.

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

1. are subject to Clause 15.1; and

2. 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.

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

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

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

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

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

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

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

10. The liability of each party to the other party under the Contract in respect of any event or series of related events shall not exceed £500

11. The aggregate liability of each party to the other party under the Contract shall not exceed £1,000

16. Force Majeure Event

1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to

make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

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 Contract, must:

1. promptly notify the other; and

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

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

17. Termination

1. The Provider may terminate the Contract by giving to the Customer not less than 3 months’ written notice of termination, expiring at the end of any calendar month. The Customer may terminate the Contract by giving to the Provider not less than 3 months’ written notice of termination, expiring at the end of any calendar month.

2. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

1. the other party commits any breach of the Contract, and the breach is not remediable;

2. the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

1. the other party:

1. is dissolved;

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

3. is or becomes unable to pay its debts as they fall due;

4. is or becomes insolvent or is declared insolvent; or

5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

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

3. 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 Contract).
4. The Provider may terminate the Contract immediately by giving written notice to the Customer if:

1. any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

2. the Provider has given to the Customer at least 7 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 17.4.

18. Effects of termination

1. Upon the termination of the Contract, 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, 8.1, 8.2, 9, 10.2, 10.4, 11, 12.1, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 14, 15, 18, 21,

22, 23, 24, 25, 26, 27 and 28.

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

3. Within 30 days following the termination of the Contract for any reason:

1. the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Contract; and

2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Contract,

without prejudice to the parties’ other legal rights.

19. Notices

1. Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

2. 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 5 of the Statement of Work):

1. delivered personally, electronically or sent by courier, in which case the notice shall be deemed to be received upon delivery,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

3. The addressee and contact details set out in Section 5 of the Statement of Work 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 19.

20. Subcontracting

1. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract.
2. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

21. Assignment

1. The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under these Terms and Conditions.

2. The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

22. No waivers

1. No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.

2. No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.

23. Severability

1. If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

2. If any unlawful and/or unenforceable provision of these Terms and Conditions 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.

24. Third party rights

1. The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

2. The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.

25. Variation

1. The Contract may not be varied except by means of a written document signed by or on behalf of each party.

26. Entire agreement

1. The main body of these Terms and Conditions, the Schedules and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.

3. The provisions of this Clause 26 are subject to Clause 15.1.

27. Law and jurisdiction
    1. These Terms and Conditions shall be governed by and construed in accordance with English law.

2. Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.

28. Interpretation

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

1. that statute or statutory provision as modified, consolidated and/or re- enacted from time to time; and

2. any subordinate legislation made under that statute or statutory provision.

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

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.

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.

SCHEDULE 1 (MAINTENANCE SLA)

1. Introduction

1. This Schedule 1 sets out the service levels applicable to the Maintenance Services.

2. Updates

1. The Provider shall give to the Customer at least 1 day prior notice of the Release of an Update by the Provider.

2. The Provider shall apply each Update to the Maintained Software within the period of 20 Business Days following Release unless the Customer gives to the Provider prior written notice that the Provider should not apply the Update to the Maintained Software.

3. Upgrades

1. The Provider shall keep the Customer reasonably informed during the Term of the plans for the release of Upgrades by the Provider; however, except to the extent that the parties agree otherwise in writing, the Provider shall have no obligation to release Upgrades with features requested by the Customer or to take into account the opinions of the Customer in relation to its plans for the release of Upgrades.

2. The Provider shall give to the Customer at least 1 Business Days prior written notice of the Release of an Upgrade by the Provider.

3. The Provider shall apply each Upgrade to the Maintained Software within the period of 20 Business Days following Release unless the Customer gives to the Provider prior written notice that the Provider should not apply the Upgrade to the Maintained Software.

SCHEDULE 2 (SUPPORT SLA)

1. Introduction

1. This Schedule 2 sets out the service levels applicable to the Support Services.

2. Helpdesk

1. The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule 2.

2. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

3. The Provider shall ensure that the helpdesk is accessible by email and using the Provider’s web-based ticketing system.

4. The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, the Provider shall also provide the same outside of Business Hours where the Provider has agreed to do so in the Statement Of Work.

5. The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

3. Response and resolution

1. Issues raised through the Support Services shall be categorised as follows:

1. Urgent: the Supported Website is completely inoperable or a core checkout function of the Supported Website is unavailable;

2. High: a core function of the Supported Website is significantly impaired;

3. Medium: a core function of the Supported Website is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Supported Website is significantly impaired; and

4. Low: any impairment of the Supported Website not falling into the above categories; and any cosmetic issue affecting the Supported Website; the addition of content to the Supported Website; and any minor layout or design changes to the Supported Website.

2. The Provider shall determine, acting reasonably, into which severity category an issue falls.

3. The Provider shall use reasonable endeavors to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

1. critical: 1 Business Hour;

2. serious: 4 Business Hours;

3. moderate: 1 Business Day; and

4. minor: 5 Business Days.

4. The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is

relevant to the request): an acknowledgement of receipt of the request and where practicable an initial diagnosis in relation to any reported error.

5. The Provider shall use reasonable endeavors to provide an initial resolution to issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

1. Urgent: 1 Business Day;

2. High: 3 Business Days;

3. Medium: 10 Business Days; and

4. Low: 14 Business Days.

4. Provision of Support Services

1. The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

5. Limitations on Support Services

1. If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed the Approved Support Hours then:

1. the Provider will not cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and

2. the Provider will provide Support Services to the Customer during the remainder of that period and the provision of those Support Services will be subject to additional Charges.

2. The Provider shall have no obligation to provide Support Services in respect of any issue caused by:

1. the improper use of the Supported Website by the Customer; or

2. any alteration to the Supported Website made without the prior consent of the Provider.

6. Restrictions on GDPR

6.1    If The provider shall not transfer any customer data to any third party without the customers written permission.

STATEMENT OF WORK

1. Customer details

The Customer is identified on the accompanying Order Form

2. Minimum Term

Minimum Term – 3 Months

3. Identification of Supported Website

The Supported Website relates to the Magento website and all its related storefronts and websites.

4. Financial provisions

Monthly rates, Hourly Charges & Approved Support Hours are detailed in the accompanying Order Form

5. Contractual notices

5M Solutions Ltd. Unit 2, Newton Court, Pendeford Business Park, Wolverhampton, WV9 5HB

– [email protected]

Customer contact details as identified in the accompanying Order Form

The parties have indicated their acceptance of this Statement of Work and the other provisions of the Terms and Conditions by signing the Order Form.