Between

1. Prism 339 Limited ("PL") a company incorporated in England and Wales (10339481) having its registered office at 67 Chorley Old Road, Bolton, England, BL1 3AJ (the "Supplier"); and
2. THE CUSTOMER (the "Customer").

each of "Supplier" and "Customer" being a "Party" and collectively the "Parties".

Background

1. The Customer holds bank statements and has authority to allow them to be processed and analysed into a spreadsheet document.
2. The Supplier is a software company and a skilled and experienced provider of data processing services who have developed certain proprietary bank statement analysis software (Software) designed for insolvency practitioners.
3. The Customer, having conducted appropriate due diligence and being satisfied that it is appropriate to do so, has selected the Supplier to provide the Services subject to the terms and conditions set out in this Agreement.

Now it is agreed as follow

1. Interpretation
   1. In this Agreement, unless the context otherwise required, the following words and expressions shall have the following meanings:

      "Agreement" or "EULA"

      means this agreement including any Schedules, and any amendments to this Agreement from time to time.

      "Charges"

      means the "Per Bank Account Analysis fee"

      "Confidential Information"

      means the Supplier Confidential Information and the Customer Confidential Information.

      "Data Protection Laws"

      means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the UK Information Commissioner or other relevant regulatory authority and which are applicable to a party.

      "Documentation"

      means the knowledge base and how-to guides stored within the Prism339 portal.

      "Effective Date"

      means the date of execution of this Agreement.

      "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, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

      "Customer Confidential Information"

      means any information disclosed by the Customer to the Supplier during the Term (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 Supplier (acting reasonably) to be confidential.

      "Customer Personal Data"

      means any Personal Data that is processed by the Supplier on behalf of the Customer in relation to this Agreement.

      "Supplier Confidential Information"

      means any information disclosed by the Supplier to the Customer during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been reasonably understood by the Customer to be confidential.

      "Personal Data"

      has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time.

      "Schedule"

      means any schedule attached to the main body of this Agreement.

      "Services"

      means any services that the Supplier provides to the Customer, or has an obligation to provide to the Customer, under this Agreement.

      "Software Defect"

      means the specification for the Software set out in Schedule 1 and in the Documentation, as it may be varied by the written agreement of the Parties from time to time.

      "Software"

      means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software.

   2. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
2. Licence
   1. The Supplier hereby grants access to the Data Protection Laws compliant portal to the Customer from the date of supply of the Software to the Customer until the end of the Agreement.
   2. The rights granted to the Customer must not be exercised for any purpose except the Customer's internal business purposes.
   3. The Customer may not sub-license and must not purport to sub-license any rights granted without the prior written consent of the Supplier.
   4. The Software may only be used by the officers, agents and employees of the Customer and their clients unless the Supplier gives its consent in writing, such consent not to be unreasonably withheld.
   5. The Customer must comply with the end user licence agreement (EULA) and must ensure that all persons who use the Software with the authority of the Customer comply with the EULA.
3. Supplier obligations
   1. Provide training to the Customer staff during the implementation stage and will maintain a dedicated point a contact for all support and system related queries.
   2. Provide new templates for any statement (including credit cards) provided by a UK bank in a standard tabular structure, within a mutually agreeable timescale.
   3. Maintain and support the portal including bug fixes or regulated updates, if any.
   4. Provide a solution able to handle both soft copies of the bank statements (preferably PDF or tiff format) and scanned copies of the statements.
   5. Supplier agrees to only use the data for the purpose of producing the output report, keep all information confidential, and not pass to any third party except as required by law.
   6. Supplier undertakes to not transfer data outside of the EU without the prior written consent of the Customer.
   7. Supplier will maintain a record of all categories of processing activities carried out on behalf of the Customer in accordance with GDPR Article 30(2) (or UK equivalent).
4. Customer obligations
   1. Customer confirms that all information submitted has been obtained lawfully, and has the right to share it with Supplier.
   2. Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of the input file.
   3. Customer consents to terms inside data being searched remotely on search engines and other databases.
   4. No consequential loss can be due as the Customer warrants to check any filtered information against their own data prior to acting in reliance upon the output report.
   5. Customer consents to images of single digits, unreadable by OCR, being viewed by human eye.
   6. Customer will provide users of the Service with sufficient technical resources (including any required 3rd party licenses) to utilise both the portal and analysis output.
   7. Customer will use reasonable endeavours to support the Supplier in providing maintenance, so full enjoyment of the Service can be sustained.
   8. The Customer will provide documents in a reasonable quality for automated extraction via OCR (original documents scanned at 300DPI, without any markings work best). All statements (including credit cards) provided by a UK bank in a standard tabular structure are suitable for extraction. The service currently supports bank statements in English language only.
   9. Allow the Supplier access to its staff to liaise with them to configure any bespoke business logic for the analysis.
5. Fees and Payments
   1. The Customer must pay the Charges in accordance with the payment terms specified in Schedule 2.
   2. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Supplier.
   3. The Customer must pay the Charges by bank transfer using such payment details as are notified by the Supplier to the Customer.
   4. If the Customer does not pay any amount properly due to the Supplier under this Agreement, the Supplier may:
      1. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate; or
      2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
6. Confidentiality obligations
   1. The supplier 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 Supplier uses to protect the Supplier's own confidential information of a similar nature, being at least a reasonable degree of care.
   2. The customer must:
      1. keep the Supplier Confidential Information strictly confidential;
      2. not disclose the Supplier Confidential Information to any person without the Supplier's prior written consent, and then only under conditions of confidentiality approved in writing by the Supplier;
      3. use the same degree of care to protect the confidentiality of the Supplier 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.
   3. No obligations are imposed with respect to a Party's Confidential Information if that Confidential Information:
      1. is known to the other Party before disclosure under this Agreement 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.
   4. The restrictions in this Clause 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.
   5. The provisions of this Clause shall continue in force following the termination of this Agreement.
7. Data protection
   1. Supplier shall allow for audits of its Data Processing activity by the Customer or the Customer's designated auditor.
   2. Customer is designated a data owner (the Data Controller) and is responsible for ensuring that it complies with all applicable laws relating to privacy and data protection in its use of the Services.
   3. Supplier is not liable to the Customer for breaches of Personal Data stemming from the Customer's failure to protect such data. Including, but not limited to, inappropriate distribution of reports and emails, disclosure of login credentials.
   4. Each Party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
   5. The Customer warrants to the Supplier that it has the legal right to disclose all Personal Data that it does in fact disclose to the Supplier under or in connection with this Agreement.
   6. The Supplier shall promptly inform the Customer if, in the opinion of the Supplier, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
   7. Notwithstanding any other provision of this Agreement, the Supplier may process the Customer Personal Data if and to the extent that the Supplier is required to do so by any law or regulation, or by any judicial or governmental order or request. In such a case, the Supplier shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
   8. The Supplier 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.
   9. The Supplier and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
   10. The Supplier 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 Supplier 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 Supplier must not implement the changes.
   11. The Supplier shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
   12. The Supplier shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
   13. The Supplier must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after the Supplier becomes aware of the breach.
   14. The Supplier shall, at the request of the Customer, return all data ("Data") to the Customer. This includes but is not limited to;
       1. All data stored about the Customer;
       2. all Customer Confidential Information;
       3. all personal data.
   15. The Supplier shall, at the request of the Customer immediately delete all data and copies of the data, regardless of the format of the data, including but not limited to;
       1. All data stored about the Customer;
       2. all Customer Confidential Information;
       3. all personal data.
   16. 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 this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
   17. The Supplier shall not transfer or otherwise process any Customer Personal Data outside the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
       1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
       2. the data subject has enforceable rights and effective legal remedies;
       3. the Supplier complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Customer Personal Data that is transferred; and
       4. the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data
8. Warranties
   1. The Supplier warrants to the Customer that:
      1. the Supplier has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
      2. the Supplier will comply with all applicable legal and regulatory requirements applying to the exercise of the Supplier's rights and the fulfilment of the Supplier's obligations under this Agreement; and
      3. the Supplier has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
   2. The Supplier warrants to the Customer that:
      1. the Software as provided will conform in all respects with the Software;
      2. the Software shall incorporate security features reflecting the requirements of good industry practice.
   3. The Supplier warrants to the Customer that the Software, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.
   4. The Supplier warrants to the Customer that the Software, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
   5. If the Supplier reasonably determines, or any third party alleges, that the use of the Software by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Supplier may, acting reasonably at its own cost and expense:
      1. modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software or;
      2. procure for the Customer the right to use the Software in accordance with this Agreement.
   6. The Customer warrants to the Supplier that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
   7. All of the Parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
   8. Supplier does not warrant that the Service, the Documentation, or any content, document or feature of the Service will be error-free or uninterrupted, or that any defects or errors or omissions will be corrected.
   9. The Service is reliant upon the integrity, quality, accuracy and completeness of the Transaction Data, Consumer Data and other Data Sources provided by Clients. The Supplier does not and cannot verify or confirm the accuracy, integrity or completeness of any Transaction Data, Consumer Data or other Data Sources, and does not provide any warranty in this regard. In particular, The Supplier does not warrant that the Data Sources available to The Supplier provide a complete picture of the financial or other relevant data in respect of any report.
   10. The Documentation and other materials provided by the supplier could include typographical errors or technical inaccuracies; and output is delivered on an as-is and as-available basis.
   11. Supplier will not be liable for any loss or damage caused by a distributed denial-of-service attack, Viruses or other technologically harmful material that may infect the Customer's computer equipment, computer programs, data or other proprietary material due to the Customer's use of the service or the Customer's downloading of any material or on any website linked.
9. Acknowledgements and warranty limitations
   1. The Customer acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software; and the Supplier does not warrant or represent that the Software will be compatible with any other software.
   2. The Customer acknowledges that the Supplier will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software and, except to the extent expressly provided otherwise in this Agreement, the Supplier does not warrant or represent that the Software or the use of the Software by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
10. Indemnities
    1. The Supplier shall indemnify and shall keep indemnified the Customer against any and all 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 Supplier of this Agreement (a "Supplier Indemnity Event").
    2. The Customer must:
       1. upon becoming aware of an actual or potential Supplier Indemnity Event, notify the Supplier;
       2. provide to the Supplier all such assistance as may be reasonably requested by the Supplier in relation to the Supplier Indemnity Event; and
       3. not admit liability to any third party in connection with the Supplier Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Supplier Indemnity Event without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).
    3. The indemnity protection set out in this Clause shall be subject to the limitations and exclusions of liability set out in Clause 4.4 of this Agreement.
11. Limitations and exclusions of liability
    1. Nothing in this Agreement 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 and elsewhere in this Agreement:
       1. are subject to Clause4.4; and
       2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
    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 aggregate liability of each Party to the other Party under this Agreement shall not exceed the total amount paid and payable by the Customer to the Supplier under this Agreement.
12. Force Majeure event
    1. If a Force Majeure Event gives rise to a failure or delay in either Party performing any obligation under this Agreement (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 this Agreement, 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 this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
13. Termination
    1. Either Party may terminate this Agreement immediately by giving written notice of termination to the other Party if:
       1. the other Party commits any material breach of this Agreement, and the breach is not remediable;
       2. the other Party commits a material breach of this Agreement, 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 this Agreement irrespective of whether such breaches collectively constitute a material breach.
    2. Either Party may terminate this Agreement 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;
       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 this Agreement); or
       4. if that other Party is an individual:
          1. that other Party dies;
          2. as a result of illness or incapacity, that other Party becomes incapable of managing his or her own affairs; or
          3. that other Party is the subject of a bankruptcy petition or order.
    3. The Supplier may terminate this Agreement immediately by giving written notice to the Customer if:
       1. any amount due to be paid by the Customer to the Supplier under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
       2. the Supplier has given to the Customer at least 30 days written notice, following the failure to pay, of its intention to terminate this Agreement.
14. Effects of termination
    1. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either Party.
    2. Within 30 days following the termination of this Agreement for any reason:
       1. the Customer must pay to the Supplier any Charges in respect of Services provided to the Customer before the termination of this Agreement and in respect of licences in effect before the termination of this Agreement.
    3. For the avoidance of doubt, access to the Prism Portal shall terminate upon the termination of this Agreement; and, accordingly, the Customer must immediately cease to use the Software upon the termination of this Agreement.
    4. If the Supplier so requests the Customer shall procure that a director/authorised person of the Customer certifies to the Supplier, in a written document signed by that person and provided to the Supplier within 5 Business Days following the receipt of the Supplier's request, that the Customer has fully complied with the requirements of this Clause.
15. Notices
    1. Any notice given under this Agreement must be in writing, whether or not described as "written notice" in this Agreement.
    2. Any notice given by the Customer to the Supplier under this Agreement must be sent by recorded signed-for post.
    3. Any notice given by the Supplier to the Customer under this Agreement must be sent by recorded signed-for post.
16. No waivers
    1. No breach of any provision of this Agreement 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 this 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 this Agreement.
17. Severability
    1. If a provision of this Agreement 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 this Agreement 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.
18. Third party rights
    1. This Agreement 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 this Agreement is not subject to the consent of any third party.
19. Variation
    1. This Agreement may not be varied except by means of a written document signed by or on behalf of each Party.
20. Entire agreement
    1. The main body of this Agreement and the Schedules shall constitute the entire agreement between the Parties in relation to the subject matter of this Agreement, 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 this Agreement.
21. Law and jurisdiction
    1. This Agreement shall be governed by and construed in accordance with English law.
    2. Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England.
22. Interpretation
    1. In this Agreement, 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 this Agreement.
    3. In this Agreement, 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

Basic steps

1. Register on https://app.prism339.com and, once accepted, upload the scan of your choice to us (note that illegible or outsize scans will be rejected under our fair use policy).
2. Complete tick boxes confirming; 1) authority to upload and 2) agreement to commercial terms.
3. Notice of your report available in download portal for a period of 14 days
4. NOTE: Once the extracted file has been made available, we will store it for 14 days. If you lose your copy, we do not have a backup file stored on our servers after this time.

Schedule 2

Per Bank Account Analysis Fee

• The Customer will pay the Supplier for the Services performed pursuant to this Agreement a sum of £200.00 plus VAT where due ("Per Bank Account Analysis fee").
• This charge is applied to each bank account and not each case uploaded to the Prism portal.

Charges Payment Terms

• The Supplier will invoice the Customer on or shortly after the analysis file has been made available to the Customer.
• Every bank account uploaded will receive a separate invoice relating to said account.
• It is expected that the Customer will recover these charges as a Category One Disbursement and the invoice will clearly state the name of the bank account uploaded.

Schedule 3

Service Levels

1. Interpretation
   1. "Office Hours" means weekdays, excluding bank holidays, between the hours of 9:00am and 5:00pm.
2. Upgrades
   1. Supplier shall keep the Customer reasonably informed during the Term of its plans for the release of Upgrades; however, except to the extent that the parties agree otherwise in writing, the Supplier shall have no obligation to release Upgrades with features requested by the Customer. However, the Supplier will take into account the opinions of the Customer in relation to plans for the release of Upgrades.
3. Help Desk
   1. Supplier shall make available to Customer a helpdesk in accordance with the provisions of the Agreement.
   2. Customer may use this helpdesk for the purposes of requesting and, where applicable, receiving technical support.
   3. Supplier will ensure the helpdesk is available by telephone, email and by using the Supplier web-based ticketing system.
   4. Supplier will ensure that the helpdesk is operational and adequately staffed during business hours and during the Term.
   5. Customer shall ensure that all requests for technical support that it may make from time to time shall be made via the helpdesk.
4. Response and Resolution
   1. Support requests made by Customer will be prioritised and responded to within a timeframe based on severity.
      1. CRITICAL – Representing a complete loss of service or a significant feature that is completely unavailable, and no workaround exists. Response within 2 business hours.
      2. STANDARD – Representing intermittent issues and a reduced quality of service where a workaround may be available. Response within 4 business hours.
      3. GENERAL – Representing product queries, feature requests and general usability questions. Response within 8 business hours.
   2. Customer accepts that support outside of "Office Hours" may not always be provided.
5. Limitations and Exclusions
   1. Supplier is not responsible for supporting any modification or extensions to the Software performed by any party other than Supplier, other than work undertaken under the instruction or guidance of Supplier. However, if required, Supplier will assist in such matters on a chargeable consultancy basis.