0.01.004

Terms of Use

Updated: April 23, 2018

Welcome to Kradle. Please read these Terms of Use carefully. All contracts that we may offer from time to time for the provision of the Hosted Services shall be governed by these Terms of Use. By registering to use Kradle and becoming a Customer, you acknowledge that you have read, understood and you agree to the Terms of Use.

By registering to use Kradle and becoming a Customer, you acknowledge that you have read, understood and you agree to the Terms of Use.


1  Definitions

1.1  Except to the extent expressly provided otherwise, in these Terms of Use:

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 20.

3  Hosted Services

3.1  The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.

3.2  The Provider hereby grants to the Customer a non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3  The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:

3.4  Except to the extent expressly permitted in these Terms of Use or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:

3.5  The Customer 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.

3.6  The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.

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

3.8  The Customer 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.

3.9  The Customer must not use the Hosted Services:

3.10  For the avoidance of doubt, the Customer 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.

4  Maintenance Services

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

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

4.3  The Provider shall provide the Maintenance Services in accordance with Schedule 3 (Maintenance SLA).

4.4  The Provider may suspend the provision of the Maintenance Services if any amount due by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer 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 Customer during the Term.

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

5.3  The Provider shall provide the Support Services in accordance with Schedule 4 (Support SLA).

5.4  The Provider may suspend the provision of the Support Services if any amount due by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6  Customer Obligations

6.1  Unless the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

6.2  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 Agreement.

7  Customer Data

7.1  The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer 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 Customer 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 restrictions elsewhere in the Agreement.

7.2  The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement 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.

7.3  The Provider shall create a back-up copy of the Customer Data at least daily, 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 thirty (30) days.

7.4  Within the period of one (1) Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

8  No assignment of Intellectual Property Rights

8.1  Nothing in these Terms of Use shall assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

9  Representatives

9.1  The Provider shall ensure that all instructions given by the Provider in relation to the matters contemplated in the Agreement will be given to a Customer Representative, and the Customer:

9.2  The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in the Agreement will be given by a Customer Representative to the Provider, and the Provider:

10  Charges

10.1  The Customer shall pay the Charges to the Provider in accordance with these Terms of Use.

10.2  All amounts stated in or in relation to these Terms of Use are, unless otherwise stated, inclusive of any applicable value added taxes and payable by the Customer to the Provider.

10.3  The Provider may elect to vary any element of the Charges by giving to the Customer not less than thirty (30) days' written notice of the variation after the expiry of the Minimum Term.

11  Payments

11.1  The Customer must pay the Charges by credit card or by using such payment details as are notified by the Provider to the Customer from time to time.

11.2  If the Customer does not pay any amount properly due to the Provider under these Terms of Use, the Provider may:

12  Confidentiality Obligations

12.1  The Provider must:

12.2  The Customer must:

12.3  Notwithstanding Clauses 12.1 and 12.2, 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 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 Confidential Information.

12.4  No obligations are imposed by this Clause 12 with respect to a party's Confidential Information if that Confidential Information:

12.5  The restrictions in this Clause 12 do not apply if any Confidential Information is requested 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.

12.6  Upon termination of the Agreement, each party must immediately cease to access the other party's Confidential Information.

12.7  Following termination of the Agreement, and within 5 Business Days following the date of termination of the Agreement, 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.

12.8  The provisions of this Clause 12 shall remain in force indefinitely following the termination of the Agreement.

13  Publicity

13.1  Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

13.2  Nothing in this Clause 13 shall be construed as limiting the obligations of the parties under Clause 12.

14  Data Protection

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

14.2  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 the Agreement.

14.3  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 14.

14.4  The Provider shall only process the Customer Personal Data on the documented instructions of the Customer.

14.5  Notwithstanding any other provision of these Terms of Use, 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 grounds of public interest.

14.6  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.

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

14.8  The Provider must not engage any third party to process the Customer Personal Data without authorization from the Customer.

14.9  The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data.

14.10  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 of Use, then the parties shall use their best endeavours promptly to agree such variations to these Terms of Use as may be necessary to remedy such non-compliance.

15  Warranties

15.1  The Provider warrants to the Customer that:

15.2  The Provider warrants to the Customer that:

15.3  The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms of Use, will not breach any laws, statutes or regulations applicable under any applicable international law.

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

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

15.6  The Customer 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 of Use.

15.7  All warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms of Use. 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.

16  Acknowledgements and warranty limitations

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

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

16.3  The Customer acknowledges that the Hosted Services are designed to be compatible only with the software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

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

17  Indemnities

17.1  The Provider shall indemnify and shall keep indemnified the Customer against any liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) arising directly or indirectly from any breach by the Provider of these Terms of Use.

17.2  The Customer must:

17.3  The Customer shall indemnify and shall keep indemnified the Provider against liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) arising directly or indirectly from any breach by the Customer of these Terms of Use.

17.4  The Provider must:

17.5  The indemnity protection set out in this Clause 17 shall be subject to the limitations and exclusions of liability set out in the Agreement.

18  Limitations and exclusions of liability

18.1  Nothing in these Terms of Use will:

18.2  The limitations and exclusions of liability set out in this Clause 18 and elsewhere in these Terms of Use:

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

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

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

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

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

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

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

19  Force Majeure Event

19.1  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.

19.2  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:

19.3  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.

20  Termination

20.1  Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination after the end of the Minimum Term.

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

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

20.4  The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

21  Effects of termination

21.1  Upon the termination of the Agreement, all of the provisions of these Terms of Use shall cease to have effect, save that the following provisions of these Terms of Use shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 11.2, 12, 13, 14.1, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 17, 18, 21, 22, 25, 26, 27, 28, 29, 30, 31 and 32.

21.2  Except to the extent that these Terms of Use expressly provides otherwise, the termination of the Agreement shall not affect the rights of either party.

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

22  Non-solicitation of personnel

22.1  The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider.

22.2  The Provider must not, without the prior written consent of the Customer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer.

23  Notices

23.1  Any notice given under these Terms of Use must be in writing, whether or not described as "written notice" in these Terms of Use.

23.2  Any notice given by the Customer to the Provider under these Terms of Use must be:

23.3  Any notice given by the Provider to the Customer under these Terms of Use must be:

23.4  The addressee and contact details set out in the Services Order 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 23.

23.5  A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

23.6  A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

24  Subcontracting

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

25  Assignment

25.1  The Customer must not assign, transfer or otherwise deal with the Customer's contractual rights and/or obligations under these Terms of Use without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed, providing that the Customer may assign the entirety of its rights and obligations under these Terms of Use to any Affiliate of the Customer or to any successor to all or a substantial part of the business of the Customer from time to time.

26  No waivers

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

26.2  No waiver of any breach of any provision of the Agreement 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 Agreement.

27  Severability

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

27.2  If any unlawful and/or unenforceable provision of these Terms of Use 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.

28  Third party rights

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

28.2  The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

29  Variation

29.1  The Agreement may not be varied except by means of a written document agreed by both parties.

30  Entire agreement

30.1  The Services Order, the main body of these Terms of Use and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

30.2  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 Agreement.

30.3  The provisions of this Clause 30 are subject to Clause 18.1.

31  Law and jurisdiction

31.1  These Terms of Use shall be governed by and construed in accordance with Australian law.

31.2  Any disputes relating to the Agreement shall be subject to the courts of Australia.

32  Interpretation

32.1  In these Terms of Use, a reference to a statute or statutory provision includes a reference to:

32.2  The clause headings do not affect the interpretation of these Terms of Use.

32.3  References in these Terms of Use to "calendar months" are to the twelve (12) named periods (January, February and so on) into which a year is divided.

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

SCHEDULE 1 - ACCEPTABLE USE POLICY

1  Introduction

1.1  This acceptable use policy (the "Policy") sets out the rules governing:

1.2  References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Kradle Software Pty Ltd (and "we" and "our" should be construed accordingly).

1.3  By using the Services, you agree to the rules set out in this Policy.

1.4  We ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5  You must be at least eighteen (18) years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least eighteen (18) years of age.

2  General usage rules

2.1  You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2  You must not use the Services:

2.3  You must ensure that all content complies with the provisions of this Policy.

3  Unlawful Content

3.1  Content must not be illegal or unlawful, must not infringe any person's legal rights, and must be incapable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2  Content, and the use of Content by us in any manner licensed or otherwise authorized by you, must not:

3.3  You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4  Graphic material

4.1  Content must be appropriate for all persons who have access to or are likely to access the Content.

4.2  Content must not depict violence.

4.3  Content must not be pornographic.

5  Factual accuracy

5.1  Content must not be untrue, false, inaccurate or misleading.

5.2  Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6  Negligent advice

6.1  You must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2  Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7  Etiquette

7.1  Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2  Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3  Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4  You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a person or group of people.

7.5  You must not use the Services for deliberately upsetting or offending others.

7.6  You must be courteous and polite to other users of the Services.

8  Marketing and spam

8.1  You must not use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2  Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3  You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you have access to using the Services.

8.4  You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.

9  Gambling

9.1  You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

10  Monitoring

10.1  You acknowledge that we do not actively monitor the Content or the use of the Services.

11  Data mining

11.1  You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12  Hyperlinks

12.1  You must not link to any material by means of the Services that would breach the provisions of this Policy.

13  Harmful software

13.1  The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2  The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

SCHEDULE 2 - AVAILABILITY SLA

1  Introduction to Availability SLA

1.1  This Schedule sets out the Provider's availability commitments relating to the Hosted Services.

1.2  In this Schedule, "uptime" means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.

2  Availability

2.1  The Provider shall use reasonable endeavors to ensure that the uptime for the Hosted Services is at least 99.9% during each calendar month.

2.2  The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.

2.3  The Provider shall report uptime measurements to the Customer in writing, within 10 Business Days following the end of the relevant calendar month.

3 Service credits

3.1  In respect of each calendar month during which the Hosted Services uptime is less than the commitment specified in Paragraph 2.1, the Customer shall earn service credits in accordance with the provisions of this Part 3.

3.2  The service credits earned by the Customer shall be as follows: double the downtime, calculated for each calendar month.

3.3  The Provider shall refund an amount equal to the service credits due to the Customer under this Part 3.

3.4  Service credits shall be the sole remedy of the Customer in relation to any failure by the Provider to meet the uptime guarantee in Paragraph 2.1.

3.5  Upon the termination of the Agreement, the Customer's entitlement to service credits shall immediately cease, except for the service credits already earned by the Customer.

4  Exceptions

4.1  Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Paragraph 2.1:

SCHEDULE 3 - MAINTENANCE SLA

1  Introduction

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

2  Scheduled Maintenance Services

2.1  The Provider shall where practicable give to the Customer at least ten (10) Business 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 negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this Schedule 3.

2.2  The Provider shall provide all scheduled Maintenance Services outside Business Hours.

3  Updates

3.1  The Provider shall give to the Customer at least ten (10) Business Days prior written notice of the application of any Update to the Platform.

3.2  The Provider shall apply Updates to the Platform as follows:

4  Upgrades

4.1  The Provider shall produce Upgrades at least once in each calendar year during the Term.

4.2  The Provider shall give to the Customer at least ten (10) Business Days prior written notice of the application of an Upgrade to the Platform.

4.3  The Provider shall apply each Upgrade to the Platform within the timetable notified by the Provider to the Customer or agreed by the parties in writing.

SCHEDULE 4 - SUPPORT SLA

1  Introduction

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

2  Helpdesk

2.1  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. The Customer must not use the helpdesk for any other purpose.

2.3  The Provider shall ensure that the helpdesk is accessible by telephone, email and or using the Provider's online contact form.

2.4  The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term.

2.5  The Customer shall ensure that all requests for Support Services shall be made through the helpdesk.

3  Response and resolution

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

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

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

3.4  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, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.

3.5  The Provider shall use all reasonable endeavors to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

4  Provision of Support Services

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

5  Limitations on Support Services

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