📃Licence agreement

End user licence agreement

PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM UMA:

This end user licence agreement (“Licence”) is a legal agreement between you (“you” or the “Customer”) and Ammi Systems Limited. “UMA” is a trading name of Ammi Systems Limited, a company incorporated in Northern Ireland with company number NI637141 and having its registered address at 10 Cromac Place, The Gas Works, Belfast, BT7 2JB (“UMA”) for:

• Any version of UMA computer software, the data supplied with the software, and the associated media (the “Software”); and

• printed materials and online or electronic documents (“Documents”).

UMA licences use of the Software and Documents to you on the basis of this Licence. UMA does not sell the Software or Documents to you. UMA always remains the owner of the Software and Documents.

IMPORTANT NOTICE TO ALL USERS:

BY SIGNING THIS DOCUMENT OR YOUR SALES QUOTATION OR ISSUING A PURCHASE ORDER, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU, YOUR EMPLOYEES, OR “AUTHORISED USERS”, IN YOUR USUAL COURSE OF BUSINESS. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 6. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOTIFY UMA IN WRITING IMMEDIATELY AND YOU MAY NOT ACCESS ANY UMA SOFTWARE OR DOCUMENTS.

1. Definitions and Interpretation

1.1. The following definitions and rules of interpretation apply in this Licence:

“Agreement”	means this End-User Licence Agreement that forms the entire agreement between You and UMA regarding the use of the Licence;
“Authorised Users”	those persons authorised to the Software in accordance with the terms of this Agreement;
“Authorised Resources”	the agreed resources, resource types and quantities, purchased at the time of order;
“Bank Holiday”	any public or statutory holiday;
“Business Day”	Monday to Friday in each week excluding Bank Holidays and Christmas Day;
“Commercially Reasonable Efforts”	the same degree of priority and diligence with which UMA meets the support needs of its other similar customers;
“Contact List”	a current list of UMA contacts and telephone numbers to enable the Customer to escalate its Support Requests;
“Customer”	The company purchasing goods and/or services from UMA;
“Customer Cause”	any of the following causes: (a) any improper use, misuse or unauthorised alteration of the Software by the Customer; (b) any use of the Software by the Customer in a manner inconsistent with the then current documents; (c) the use by the Customer of any hardware or software not provided by UMA or approved by UMA in writing for use by the Customer in connection with the Software; or (d) the use of a non current version or release of the Software;
“Documents”	any paper-based printed materials and online or electronic documentation pertaining to UMA’s goods or services;
“Help Desk Support”	any support escalated from UMA’s support provider to the help desk technicians of UMA who are sufficiently qualified and experienced to identify and resolve escalated support issues relating to the Software;
“Licence Fee”	the fee paid by you for the use of the Software whether payable to UMA or otherwise;
“Licence Renewal Fees”	the fee paid by you for a renewed use of the Software whether payable to UMA or otherwise;
“Maintenance”	the activities to investigate and resolve SaaS Application and Services issues and correct product bugs arising from the use of the SaaS Application and Services in a manner consistent with the published specifications and functional requirements of the Software. “Scheduled Maintenance” refers to planned Maintenance, where the Customer is given notice as specified below, and “Unscheduled Maintenance” refers to Maintenance conducted without notice due to an immediate need to correct issues with the product or services;
“Operational Fault”	failure of the Software to operate in all material respects in accordance with the scope, including any operational failure or error referred to in the Service Level Table;
“Out of Scope Services”	any services provided by UMA in connection with any apparent problem regarding the Software determined by UMA not to have been caused by an Operational Fault, but rather by a Customer Cause or a cause outside UMA's reasonable control (including any investigational work resulting in such a determination);
“Payment Terms”	the period that payment is due after receipt of an accurate invoice;
“Sales Quotation”	the documentation issued to, and agreed upon by the Customer specifying the types of licences, quantities and terms which the customer has purchased;
“Service Credits”	the service credits specified in the table set out in clause 5.1 of Schedule 1;
“Service Levels”	the service level responses and response times referred to in the Service Level Table;
“Service Level Table”	the table set out in clause 4.1 of Schedule 1;
“Solution”	either of the following outcomes: (a) correction of an Operational Fault; or (b) a workaround in relation to an Operational Fault (including a reversal of any changes to the Software if deemed appropriate by UMA);
“Support Fees”	the sums paid to UMA as part of the Licence Fee paid by the Customer;
“Support Hours”	9.00am – 5.00pm (UK time) on Business Days UNLESS you have opted for a bespoke Support package and have signed an overriding Support Services Agreement;
“Support Period”	the term of the Licence;
“Support Request”	request made by or on behalf of the Customer in accordance with this schedule for support in relation to the Software, including correction of an Operational Fault;
“Support Services”	maintenance of the then current version or release of the Software, including Help Desk Support but excluding any Out of scope Services;
“Term”	The agreed period of time which Licences are valid as per the Sales Quotation;
“Usage Data”	Refers to any data about how UMA’s Software and Services are used.

2. Software and Licence Fees

2.1. All Software and Licence Fees must be paid up-front and in full on receipt of the order unless explicitly agreed otherwise. 2.2. Where Licences have exceeded their term, Licence Renewal Fees must be paid in full within seven days of the Licences’ expiration date. 2.3. Where Licence terms are due to expire, you will be automatically invoiced 30-days before the licence expiry date. UMA may contact you before your renewal to discuss licence quantities as in 3.2.2. 2.4. Failure to pay for Licence Fees and Licence Renewal Fees within the time limit specified in 2.1 and 2.5. will result in the immediate Termination of the Licences, as per Clause 7.1.2.

Adjustment of Subscription Fees Based on Inflation:

2.6. Annual Adjustment: The annual subscription fee for the Services provided under this Agreement shall be subject to adjustment on an annual basis, effective each anniversary of the Effective Date of this Agreement, in accordance with the increase, if any, in the Retail Price Index (RPI) as published by [relevant national statistical authority, e.g., the Office for National Statistics in the UK].

2.7. Calculation of Adjustment: The percentage increase in the RPI will be calculated by comparing the RPI published for the month immediately preceding the Effective Date with the RPI published for the same month in the subsequent year. Should the RPI increase, the subscription fee for the upcoming year will be adjusted upwards by the same percentage increase.

2.8 Notification and Implementation: The Subscriber will be notified of any adjustments to the subscription fee at least 30 days prior to the anniversary of the Effective Date. The adjusted subscription fee shall apply from the next billing cycle following this anniversary and will be reflected in subsequent invoices.

2.9 No Reduction: If the RPI decreases, the subscription fee will not be adjusted downward.

2.10 Cap on Increase: Notwithstanding the above, any increase in the subscription fee resulting from this clause shall not exceed 7% per annum.

2.11 Disputes: In the event of a dispute concerning the calculation of the RPI or the adjusted subscription fee, the parties agree to negotiate in good faith to resolve the matter. If the parties are unable to reach a resolution, the matter may be referred to an independent arbitrator agreed upon by both parties.

3. Grant and Scope of Licence

3.1. In consideration of payment by you of the Licence Fee and you agreeing to abide by the terms of this Licence, UMA grants to you a non-exclusive, non transferable licence to use the Software and the Documents during and within the term of the Licence. 3.2. You may: 3.2.1. install and use the Software for your usual business purposes and only using up to the number of Authorised Resources agreed on the Sales Quotation for which a PO has been raised; 3.2.2. receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by UMA from time to time; and 3.2.3. use any Documents in support of the use permitted under clause 3.2 and make copies of the Documents as are reasonably necessary for its lawful use.

4. Restrictions

4.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake: 4.1.1. not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back up or operational security; 4.1.2. not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Software or Documents; 4.1.3. not to translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software to be combined with, or become incorporated in, any other programs, except as necessary to use the Software in accordance with this Licence; 4.1.4. except as may be allowed by any applicable law which is incapable of exclusion: 4.1.4.1. except to the extent expressly permitted under this Licence, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or 4.1.4.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; 4.1.5. not to access all or any part of the Software in order to build a product or service which competes with the Software or create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it; 4.1.6. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence; 4.1.7. not to provide or otherwise make available the Software in whole or in part in any form to any person outside of your usual business; 4.1.8. not to use the Software for any purpose other than specified in clause 3.2; 4.1.9. not to licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; 4.1.10. not to attempt to obtain, or assist third parties in obtaining, access to the Software other than as provided under this Licence; 4.1.11. to comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software; 4.1.12. not use the Software in a way that could damage, disable, overburden, impair or compromise UMA’s systems or security or interfere with other users; and 4.1.13. not to collect, store or harvest any information or data from UMA’s systems or attempt to decipher any transmissions to or from the servers running any Software.

4.2. You shall take all reasonable steps to ensure that your Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software that: 4.2.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 4.2.2. facilitates illegal activity; 4.2.3. depicts sexually explicit images; 4.2.4. promotes unlawful violence; 4.2.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 4.2.6. is otherwise illegal or causes damage or injury to any person or property. 4.2.7. Based on the restrictions specified above, UMA may suspend or disable your access to the Software if you breach, or UMA has reasonable grounds to suspect that you may have breached this clause.

4.2.8. For the purposes of this Licence a Virus shall mean: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, telecommunication service, equipment or network or any other service or device; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 4.3. In relation to Licences purchased as per the Sales Quotation, the Customer shall ensure that: 4.3.1. the number of Licences purchased for specified Resources on the Software shall not exceed the number of Licences purchased; 4.3.2. each Authorised User shall keep a secure password for use of the Software and that password shall be kept confidential; and 4.3.3. UMA reserves the right to charge retrospectively for Licences over and above the authorised amount. UMA will reconcile the user Licences quarterly.

5. Intellectual Property Rights

5.1. You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to UMA, that rights in the Software are licenced (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.

5.2. UMA agrees to indemnify the Customer against all claims, losses, damages, expenses, and liabilities arising out of any actual or alleged infringement of copyright laws relating to services provided by UMA. Where the Customer is made aware of any infringement prior to working with UMA, the Customer shall notify UMA as soon as reasonably possible, in writing, of any such claim and give the UMA sole control of the defence and settlement of the claim. The Customer shall provide UMA with all reasonable assistance, information, and co-operation in the defence of any such claim. This indemnity shall survive termination of the agreement between the Company and the Customer. 5.3. You acknowledge that you have no right to have access to the Software in source code form.

6. Limitation of Liability

6.1. You acknowledge that the Software has not been developed to meet your individual requirements, including any cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements. 6.2. UMA supplies the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes. 6.3. UMA shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: 6.3.1. loss of profits, sales, business, or revenue; 6.3.2. business interruption; 6.3.3. loss of anticipated savings; 6.3.4. loss or corruption of data or information; 6.3.5. loss of business opportunity, goodwill or reputation; or 6.3.6. any special, indirect or consequential loss, damage, charges or expenses. 6.4. Other than the losses set out in clause 6.3 (for which UMA is not liable), UMA’s maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee paid to UMA. This maximum cap does not apply to Clause 6.5. 6.5. Nothing in this Licence shall limit or exclude UMA’s liability for: 6.5.1. death or personal injury resulting from UMA’s negligence; 6.5.2. fraud or fraudulent misrepresentation; or 6.5.3. any other liability that cannot be excluded or limited by English law. 6.6. This Licence sets out the full extent of UMA’s obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on UMA. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7. Termination

7.1. UMA may terminate this Licence immediately by written notice to you: 7.1.1. if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 10 Business Days after the service of written notice requiring you to do so; 7.1.2. if you fail to pay any sums due in respect of the Software, Licence or Renewal Fees to UMA or any third party on or before the due date for payment. 7.2. On termination for any reason: 7.2.1. all rights granted to you under this Licence shall cease; 7.2.2. you must immediately cease all activities authorised by this Licence; and 7.2.3. where applicable you must immediately and permanently delete or remove UMA’s Software from all computer equipment and devices in the Company’s and Authorised Users' possession, custody, or control and, in the case of removal, certify to UMA that you have done so.

8. Audit and Reconciliation

8.1. UMA shall, during the Term and for a period of six years thereafter, keep true, complete, separate and detailed records containing all data reasonably required for the computation and verification of (i) all amounts payable for the Software and (ii) the number of Licences granted (the “Usage Data”). 8.2. The Software shall, from time to time, send UMA the Usage Data and other statistical data. You grant UMA the right to collect any such data and use it to calculate any sums due in relation to the Software and otherwise audit your compliance with this Licence. You acknowledge that taking any measure to prevent UMA from collecting the Usage Data or any other statistical data shall constitute a material breach of this Licence. 8.3. As in 8.2, UMA will conduct quarterly reviews on licence usage and true-up where additional licences have been consumed without payment or written notification to UMA. Where additional licences have been used, UMA will invoice you for the additional licences, above what has been paid for as per the Sales Quotation for the remaining term of your licence agreement.

9. Communications Between UMA

9.1. UMA may update the terms of this Licence at any time on notice to you in accordance with this clause 9. Your continued use of the Software and Documents following the deemed receipt and service of the notice under clause 9.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice. 9.2. If UMA has to contact you, UMA will do so by email or by pre-paid post to the address you provided in accordance with your order for or registration of the Software. 9.3. Note that any notice: 9.3.1. given by UMA to you will be deemed received and properly served 24 hours after it is first posted on UMA’s website, 24 hours after an email is sent, or 3 days after the date of posting of any letter; and 9.3.2. given by you to UMA will be deemed received and properly served 24 hours after an email is sent, or 3 days after the date of posting of any letter. 9.4. In proving the service of any notice, it will be sufficient to prove, in the case of posting on UMA’s website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

10. Confidentiality

10.1. Both parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by UMA, its employees, agents or subcontractors, and any other confidential information concerning UMA, its business, its products and services which the you may obtain or which is disclosed to you by UMA pursuant to or in connection with the Licence (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). You shall only disclose such confidential information to those of your employees, agents and subcontractors who need to know it for the purpose of discharging your obligations under the Licence, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Licence. You may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Licence.

11. Events Outside Our Control

11.1. UMA will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that are caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 11.2. 11.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. 11.3. If an Event Outside Our Control takes place that affects the performance of UMA’s obligations under this Licence: 11.3.1. UMA’s obligations under this Licence will be suspended and the time for performance of UMA’s obligations will be extended for the duration of the Event Outside Our Control; and 11.3.2. UMA will use its reasonable endeavours to find a solution by which its obligations under this Licence may be performed despite the Event Outside Our Control.

12. How UMA May Use Your Personal Information

12.1. Under data protection legislation, UMA is required to provide you with certain information about who UMA is, how UMA processes the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in UMA’s GDPR document and it is important that you read that information.

In accordance with our commitment to protect your privacy and manage your data responsibly, we will retain the personal and operational data collected through our services only for as long as necessary to fulfil the purposes outlined in this agreement, or as required by applicable law. All data will be securely deleted from our systems every three years, unless a shorter retention period is applicable. Additionally, upon the termination of your contract with us, we will delete all your data in full, ensuring that no residual copies remain in our backups or storage systems beyond a period necessary for the deletion process. This policy is designed to ensure compliance with data protection regulations and to safeguard your information against unauthorized access or use.

13 . Trace Reports

13.1. UMA will provide you with a trace report (the “Trace Report”) that comprises a log of bookings of desks and rooms. You acknowledge and accept that any decisions made using the information provided in the Trace Report have been made entirely at your own discretion and that UMA shall have no liability for any losses you may suffer as a result of utilising the Trace Report in any way.

14 . Amazon Web Services (“AWS”)

14.1. UMA’s services are hosted by AWS and our services are therefore strictly subject to the terms, conditions and limitations stipulated by AWS. AWS’s services, terms and conditions can be found below:

AWS Customer Agreement: https://aws.amazon.com/agreement/

AWS Service Terms: https://aws.amazon.com/service-terms/

15. Service Level Agreement

15.1. UMA will provide support and maintenance for the Software in accordance with the Service Level Agreement set out in Schedule 1.

16. Payment Terms

16.1. All amounts payable for UMA Software and Licences under this Agreement shall be paid upfront and in full unless otherwise stated on your quotation.

17. Other Important Terms

17.1. UMA may transfer its rights and obligations under this Licence to another organisation, but this will not affect your rights under this Licence. If the Customer objects to this transfer, they must notify UMA within writing within 48 hours of the notification being made. 17.2. You may only transfer your rights or your obligations under this Licence to another third-party if UMA is consulted and agrees with the transfer in writing.

17.3. In the event that either party is unable to perform any of its obligations under this Agreement (except for payment obligations) because of causes beyond its reasonable control, including scheduled or unscheduled maintenance or repair, accident to equipment or machinery; any fire, flood, hurricane, tornado, storm or other weather condition; any war, act of war, act of public enemy, terrorist act, sabotage, riot, civil disorder, act or decree of any governmental body; any failure of communications lines, transportation, light, electricity or power; any earthquake, civil disturbance, commotion, lockout, strike or other labour or industrial disturbance; or any illness, epidemic, pandemic, quarantine, death or any other natural or artificial disaster, the party who has been so affected shall promptly give written notice to the other party and shall use commercially reasonable efforts to resume performance. Upon receipt of such written notice, all obligations under this Agreement that cannot be performed because of such event or circumstance shall be immediately suspended and performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. 17.4. This Licence and any document expressly referred to in it constitutes the entire agreement between UMA and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings with UMA, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it. 17.5. If UMA fails to insist that you perform any of your obligations under this Licence, or if UMA does not enforce its rights against you, or if UMA delays in doing so, that will not mean that UMA has waived its rights against you and will not mean that you do not have to comply with those obligations. If UMA does waive a default by you, UMA will only do so in writing signed by UMA, and that will not mean that UMA will automatically waive any later default by you. 17.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 17.7. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 Service Level Agreement (“SLA”)

1. Support Services

1.1. During the Support Period UMA shall perform the Support Services during the Support Hours in accordance with the Service Levels or overriding Support Services Agreement or Master Service Agreement, if applicable. 1.2. As part of the Support Services, UMA shall: 1.2.1. provide Help Desk Support by means of the email address [e-mail]; 1.2.2. use Commercially Reasonable Efforts to correct all Operational Faults notified under clause 4; and 1.2.3. provide technical support for the Software in accordance with the Service Levels. 1.3. UMA may reasonably determine that any services are Out of Scope Services. If UMA makes any such determination, it shall promptly notify the Customer of that determination, , and the Customer has the right to object to that determination. 1.4. The Customer acknowledges that UMA is not obliged to provide Out of scope Services, unless these Services are agreed upon in writing and an additional PO received for the works.

2. Fees

2.1. The provision of the Support Services on a remote, off site basis (such by email) within the Support Period shall be included as part of the Sales Quotation.

3. Submitting Support Requests and access

3.1. The Customer may request Support Services by way of a Support Request submitted to [e-mail]. 3.2. Each Support Request shall include a description of the Operational Fault and, where relevant, the start time of the incident. 3.3. The Customer shall provide UMA with: 3.3.1. notice of any Operational Faults as soon as reasonably practical; and 3.3.2. such output and other data, documents, information, assistance and remote access to the Customer System, as are reasonably necessary to assist UMA to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request. 3.4. All Support Services shall be provided on an off site basis (such as by email or video call).

4. Service Levels

4.1. UMA shall: 4.1.1. prioritise all Support Requests based on its reasonable assessment of the severity level of the Operational Fault reported; 4.1.2. respond to all Support Requests, in accordance with the responses and response times specified in the table set out below:

Severity level of Operational Fault	Definition	Service Level response and response time for Operational Faults
Business Critical Failures	An error in, or failure of, the Software that: (a) materially impacts the operations or security of the Customer's business or marketability or security of its service or product; (b) prevents necessary work from being done; or (c) disables major functions of the Software from being performed.	Level 1 Response: Acknowledgment of receipt of a Support Request within 4 hours during Support Hours. Level 2 Response: UMA shall: (a) restore the Software to a state that allows the Customer to continue to use all functions of the Software in all material respects within 1 Business Day after the Level 1 Response time has elapsed; and (b) exercise Commercially Reasonable Efforts until full restoration of function is provided. Level 3 Response: UMA shall work on the problem continuously and implement a Solution within 3 Business Days of receipt of the Support Request. If UMA delivers a Solution by way of a workaround reasonably acceptable to the Customer, the severity level assessment shall reduce to a severity level 2 or lower.
System Defect with Workaround	(a) a Business Critical Failure in the Software for which a work around exists; or (b) an error or failure in the Software (other than a Business Critical Failure) that affects the operations or security of the Customer's business or marketability or security of its service or product.	Level 1 Response: Acknowledgment of receipt of a Support Request within 4 hours within Support Hours. Level 2 Response: UMA shall, within 1 Business Day after the Level 1 Response time has elapsed, provide: (a) an emergency software fix or workaround, or; and (b) temporary release or update release, which allows the Customer to continue to use all functions of the Software in all material respects. Level 3 Response: UMA shall provide a permanent Operational Fault correction as soon as practicable and no later than 3 Business Days after UMA’s receipt of the Support Request.
Minor Error	An isolated or minor error in the Software that: (a) does not significantly affect Software functionality [or security]; (b) may disable only certain non essential functions; or (c) does not materially impact the Customer's business performance.	Level 1 Response: Acknowledgment of receipt of the Support Request within 4 hours during Support Hours. Level 2 Response: UMA shall provide a permanent Operational Fault correction within 5 Business Days after the Level 1 Response time has elapsed. No Service Credits apply.

4.2. The parties may, on a case by case basis, agree in writing to a reasonable extension of the Service Level response times. 4.3. UMA shall give the Customer regular updates of the nature and status of its efforts to correct any Operational Fault.

5. Service Credits

5.1. If UMA fails to provide a Solution within the relevant Service Level response time, the Customer may claim the Service Credit specified in the table set out below corresponding to the relevant severity level of Operational Fault. The claim must be submitted in writing for such Service Credit, provided that the relevant Operational Fault or other problem relating to the Software: 5.1.1. did not result from a Customer Cause or a cause outside UMA's reasonable control; and 5.1.2. was promptly notified to UMA under clause 3.3.1.

Severity Level of Operational Fault	Service Credit
Business Critical Failures	An amount equal to 5% of the then current annual Licence fee paid by the Customer for each additional day or part of a day (not to exceed 20 days) that UMA fails to provide a Solution.
System Defect with Workaround	An amount equal to 1% of the then current annual Licence fee paid by the Customer for each additional day or part of a day (not to exceed 20 days) that UMA fails to provide a Solution.
Minor Error	An amount equal to 0% of the then current annual Licence fee paid by the Customer for each additional day or part of a day (not to exceed 20 days) that UMA fails to provide a Solution.

5.2. The parties acknowledge that each Service Credit is proportionate when considering the Customer's legitimate interest to address and resolve all Operational Faults as quickly as possible. 5.3. The provision of a Service Credit shall be an exclusive remedy for a particular Service Level failure. 5.4. Service Credits shall be shown as a deduction from the amount due to UMA in the next invoice then due to be issued. UMA shall not in any circumstances be obliged to pay any money or make any refund to the Customer.

6. Maintenance

6.1. The Customer acknowledges that UMA may carry out Scheduled or Unscheduled maintenance of the Software as deemed necessary (“Maintenance”). The Maintenance shall be carried out at UMA’s discretion outside of the Support Hours. UMA shall notify the Customer in advance of the Scheduled Maintenance taking place, submitting the notice in writing, with a minimum of 1 hour's notice. The Software may not be available during the Scheduled Maintenance period. In the unlikely event that UMA is required to perform unscheduled Maintenance, the Customer shall be informed as soon as practically possible.

7. Communications

7.1. The parties may communicate in respect of any matter referred to in this by email (unless specified otherwise).