These current consolidated Terms were published on September 18th 2024.

Parties:

1. WP FEEDBACK (TRADING AS ‘ATARIM’), a company registered in England and Wales with company number 12010526, VAT number GB330031471, whose registered office is at 28 Kipling Way, Borehamwood, Hertfordshire WD6 2FS (the Supplier);

2. and you, the customer entering into these Terms (the Customer).

1. Interpretation and Definitions
   1. For the purposes of these Terms, the following words and phrases shall have the following meanings:
      
      1. Agreement: our agreement with you which is made up of these Terms and, where applicable, the signed Order Form.
      2. Authorized Users: the named users authorised by the Customer to use the Services in accordance with the terms of our Agreement;
      3. Atarim website: www.atarim.io (or such other website through which Customer signs up to the Services).
      4. Confidential Information: all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature. In connection with the Supplier, this shall include all information relating to the Supplier’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers, together with all information relating to the technical or operational specifications or data relating to the Services and the Support Services.
      5. Data Protection Laws: any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including but not limited to: (i) EU Regulation 2016/679 (EU GDPR) and (ii) (ii) the Data Protection Act 2018 (DPA); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms Data Subject, Personal Data, processing, processor and controller shall have the meanings set out in the DPA.
      6. Fees: the fees payable in respect of the Services as set out in clause 5 less any Service Credits, if applicable.
      7. Force Majeure: an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
      8. Initial Term: the initial sign up period specified by us when the Customer signs up to our Agreement, either by accepting these terms via the Atarim website or by signing an Order Form.
      9. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      10. Order Form: the electric or physical form ordering the Services entered into by or on behalf of the Customer and the Supplier incorporating these Terms (as varied by the parties by agreement from time to time).
      11. Permitted Purpose: for the Customer’s business operations, in all cases in accordance with the terms of our Agreement.
      12. Professional Services: for those Customers who have signed up to receive them via an Order Form, the services set out in Schedule 1 of the Order Form.
      13. Service Credits: as defined in Schedule 1 of these Terms.
      14. Services: the services to which the Customer has subscribed, whether by signing up via the Atarim website or filling out an Order Form (including, where applicable, the Professional Services and/or the Support Services).
      15. SLA: for customers who sign-up to the Services by filling an Order Form, the service level agreement as set out in Schedule 1 of these Terms.
      16. Software: the software which comprises the Services and the Support Services, and all updates, upgrades, releases, and versions thereof, including: (a) the source code and object code; and (b) all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface.
      17. Software Documentation: all and any documentation (whether in human or machine readable form) relating to the Software, including all: (a) operating manuals, user instruction manuals, and training materials; and (b) documents associated with the creation, design, development, or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, testing or configuration documentation, and technical data.
      18. Support Services: the support services provided to Customers who sign up to the Services through an Order Form.
   2. Clause, Schedule, and paragraph headings shall not affect the interpretation of these Terms.
   3. The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.
   4. References to clauses and Schedules are to the clauses and Schedules of these Terms. 
   5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   6. A reference to writing or written includes email.
   7. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
   8. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality).

2. SERVICES AND SUPPORT
   1. On and subject to the terms of these Terms (and where relevant any Order Form) (our Agreement), the Supplier grants the Customer the right to use the Services for the Permitted Purpose, together with (if applicable) all Support Services in accordance with the SLA.
   2. The Customer acknowledges that the Services (and the Support Services) do not include:
      1. any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
      2. dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or
      3. legal, accounting or other professional or regulated services and that, except as expressly stated in our Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
   3. The Supplier will accept instructions from persons who appear to the Supplier to have ostensible authority to instruct the Supplier on the Customer’s behalf, and the Supplier shall be under no obligation to verify the identity of such persons or to carry out any further investigations or make further enquiries.
3. CUSTOMER’S OBLIGATIONS
   1. The Customer will ensure that only Authorized Users use the Services and that such use it at all times in accordance with our Agreement. The Customer shall:
      1. be liable for the acts and omissions of all Authorised Users as if they were its own;
      2. only provide Authorised Users with access to the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and
      3. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
   2. Customer will comply with: 
      1. all applicable laws and regulations with respect to its activities under our Agreement.
      2. provide the Supplier with all necessary cooperation in connection with our Agreement, including but not limited to the Services; and
      3. provide the Supplier with all necessary access to such of its information and facilities as may be required by the Supplier to provide the Services (including, but not limited to any End User Data, security access information and software interfaces)).
   3. Customer will be responsible for the security and maintenance of any infrastructure or hardware of the Customer (or its Authorized Users) through which the Services are provided by the Supplier, including the password(s) to any account(s) and all information contained in such account(s).
   4. Customer will not (and will procure that all Authorized Users shall not), directly or indirectly:
      1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services or any part of the Software;
      2. modify, translate, or create derivative works based on the Services or any part of the Software;
      3. use any device, software, means or routine that interferes with the proper working of the Services, including but not limited to viruses, trojan horses, worms, logic bombs or other such materials;
      4. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server(s) on which it is stored, or any server, computer or database connected to the Service;
      5. attempt to attack or attack the Service via a denial-of-service attack or a distributed denial-of-service attack;
      6. make illegal or unlawful use of the Services or the Software or access all or any part of the Services or the Software in order to build a product or service which competes with the Atarim Solution;
      7. use the Services or any part of the Software for the benefit of a third party, except for the Clients; or
      8. breach the terms of this Agreement or any applicable laws or regulations.
   5. Customer acknowledges and agrees that the Supplier may, although has no obligation to do so, monitor Customer’s use of the Services and may prohibit any use of the Services where the Supplier believes that such use is or may be in breach of our Agreement.
   6. Customer will indemnify the Supplier against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action that arises from the Customer’s or any Authorized Users’:
      1. use of the Services in breach of or otherwise than in accordance with the terms of this Agreement;
      2. modification of the whole or part of the Software, Software Documentation and/or Services if the claim would have been avoided by the use of the whole or part of the Software, Software Documentation and/or Services not so modified;
      3. infringement of any Intellectual Property Rights in the Software, Software Documentation and/or Services; or
      4. any third-party claims regarding use by the Supplier of Intellectual Property Rights owned by the Customer, subject to condition that such use is in accordance with this Agreement.
   7. This clause 3 shall survive termination of our Agreement.
4. SUPPLIER’S OBLIGATIONS
   1. The Supplier shall provide Services with reasonable skill and care, in accordance with best market practice, and, where applicable, in compliance with the SLA. Where the Supplier enters into an SLA with the Customer, if the Supplier fails to meet the SLA other than in circumstances caused by Customer’s breach of this Agreement, the Supplier shall be liable for any Service Credits specified in Schedule 1 to these Terms. Otherwise, the Supplier provides no warranty, express or implied (including any implied warranty of merchantability, satisfactory quality or fitness for a particular use) whether arising by law, course of dealing, course of performance, usage, trade or otherwise.
   2. The Supplier shall provide Software Documentation to Customer. 
   3. The Services shall be provided to Clients on a white glove management basis, meaning that the website through which the Services are made available to Clients shall have no trademark, logo or other markings belonging to the Supplier.
5. FEES
   1. In consideration for the provision of the Services, Customer will pay the Supplier the Fees on the terms provided to the Customer via the Atarim website or, where a Customer signs up to our Services via an Order Form, in the Order Form (Pricing Terms). 
   2. Subject only to any Service Credits due under the SLA (where applicable) which shall be taken to adjust the level of Fees payable in accordance with its terms, all Fees will be payable without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
   3. The Supplier’s Services are provided under a subscription model, meaning that the payment method provided on sign-up will be charged the relevant Fees on a regular basis in accordance with the Pricing Terms and until such time as the subscription is cancelled by the Customer or by us.
   4. If the Customer fails to pay us any Fees within 15 days of the due date in accordance with the Pricing Terms, then the Supplier shall be entitled to immediately terminate the Customer’s account.
   5. To the extent our Agreement terminates or expires, the Customer shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.
6. DATA PROTECTION
   1. Each of the parties agreed to act at all times in accordance with the Data Protection Laws.
   2. The Supplier will hold and process the Customer’s personal data for the purposes of complying with this agreement, our obligations under the Data Protection Laws and in our legitimate interests and in accordance with our Privacy Policy available here at www.atarim.io/privacy-policy.
   3. The Customer shall, in addition to meeting its obligations under clause 6.1, comply with any data protection policy communicated to them by the Supplier when processing personal data in the course of the Term, including personal data relating to any employee, customer, client, supplier or agent of the Supplier.
7. CONFIDENTIAL INFORMATION 
   1. The Parties acknowledge that, to enable the provision of the Services:
      1. Customer has disclosed or may disclose Confidential Information or data (including information regarding the business, management, or structure of Customer) to the Supplier which is not public knowledge (“Customer Data”); and
      2. the Supplier has provided the Software Documentation to Customer and has disclosed or may disclose other Confidential Information (including any information regarding existing or planned features, functionality, and performance of the Software) to the Customer which is not public knowledge (“Supplier Data”).
   2. Customer Data shall belong to Customer. Customer owns all rights (including all Intellectual Property Rights), title, and interest in and to Customer Data.
   3. Supplier Data shall belong to the Supplier. The Supplier owns all rights (including all Intellectual Property Rights), title, and interest in and to the Supplier Data, as well as all or any improvements, enhancements, or modifications to the Software, and any applications, inventions, or other technology developed in connection with the Software.
   4. Each Party agrees to take reasonable precautions to protect and keep confidential the Confidential Information of the other Party and not to use (except in performance of the Services or otherwise consented to by the other Party) or disclose the Confidential Information to any third party.
   5. The obligations under this clause will not apply in respect of any Confidential Information that:
      1. is or becomes generally available to the public;
      2. was disclosed to the party concerned by a third party without restriction; or
      3. is required to be disclosed by law.
   6. For the avoidance of doubt, the Supplier has the right to collect and analyse any data and information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies, including any data or information of or derived from the Customer’s use of the Services (“Derived Information”). The Supplier is free to, without any licence or permission from Customer and without paying any fees or payment to Customer:
      1. use any Derived Information to improve and enhance the Services and for other development, diagnostic, and remedial purposes in connection with the Services and other offerings by the Supplier; and
      2. disclose such data solely in aggregate or in unidentifiable form.
8. INTELLECTUAL PROPERTY
   1. Except as set out under this clause 8, any pre-existing Intellectual Property Rights owned by the Customer, including in any user generated content or content which is otherwise owned by the Customer, shall remain vested in the Customer.
   2. All Intellectual Property Rights in and to the Services (including in all applications, documentation and all Supplier provided materials) belong to and shall remain vested in the Supplier or the relevant third party owner (Supplier IP). 
   3. Without limiting clause 8.1, all developments, additions, enhancements, improvements or derivatives of any of the Supplier IP will be deemed to constitute part of the Supplier IP and will be the sole and exclusive property of the Supplier.  
   4.  To the extent that the Customer, any of its Authorized Users or any person acting on its or their behalf acquires any Intellectual Property Rights in the Supplier IP or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 8.3.
   5. The Supplier has no obligation to deliver any copies of any software to the Customer in connection with our Agreement or the Services.
   6. This clause 8 shall survive the termination or expiry of our Agreement.
9. FORCE MAJEURE
   1. 1. 1. Other than in respect of the Customer’s payment obligations, a party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
            1. promptly notifies the other of the Force Majeure event and its expected duration; and
            2. uses reasonable endeavours to minimise the effects of that event.
         2. If, due to Force Majeure, a party:
            1. is unable to perform a material obligation; or
            2. is delayed in or prevented from performing its obligations for a total in any 3 months of operation of this Agreement of more than 60 days,

         the other party may terminate this Agreement immediately in writing.

10. WARRANTY AND DISCLAIMER
    1. Each Party warrants that it has full power and authority to enter into this Agreement.
    2. Subject to clause 4.1, Supplier does not warrant that the Services and/or the Software will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services, except for the SLA (where applicable). The Services and the Software are provided on an “as is” basis and the Supplier disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for any particular purpose and non-infringement, unless otherwise defined in this Agreement.
    3. The Supplier will use commercially reasonable efforts to respond to any problems about the Services detected by the Supplier and/or reported by the Customer. Unless otherwise stated in the SLA, the Supplier, however, does not guarantee that all problems can be fixed within any specific timeframe.
       
       
11. LIABILITY
    1. To the fullest extent permitted by law, the Supplier and its directors, officers, employees, agents, representatives, Customers, licensors, and suppliers (including all equipment and technology suppliers) will not be liable or responsible for:
       1. any error or interruption of use or for any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;
       2. any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;
       3. any loss of profit, business, or data; or
       4. any matters beyond its reasonable control.
    2. Subject to clause 11.3, the Supplier’s liability in connection with or arising under our Agreement is limited to the Fees (if any) that the Customer has paid to the Supplier for the Services in the twelve (12) months prior to the first act that gave rise to such liabilities.
    3. Nothing in this Agreement excludes or limits the Supplier’s liability for: 
       1. death or personal injury;
       2. fraud or fraudulent mispresentation;
       3. the indemnities granted by each of the Parties under clause 3; 
       4. any breach by either Party of their data processing or confidentiality obligations under this Agreement. 
    4. The Supplier will have no liability for any damage caused by:
       1. errors or omissions in any data, information, instructions or scripts provided to the Supplier by the Customer or its Authorized Users in connection with the Sevices or any actions taken by the Supplier at the Customer’s direction; and 
       2. any failure or error in or of:
          1. the Customer’s systems; or
       3. any hardware or software of the Customer.
    5. This clause 11 shall survive the termination or expiry of our Agreement.
       
       
12. SUSPENSION
    1. The Supplier may suspend access to the Services to all or some of the Authorised Users if:
       1. the Supplier suspects that there has been any misuse of the Services or breach of our Agreement ; or
       2. the Customer fails to pay any sums due to the Supplier by the due date for payment.
    2. Where the reason for the suspension is suspected misuse of the Services or breach of our Agreement, without prejudice to its rights under clause 13 the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
    3. In relation to suspensions under clause 12.1.2, access to the Services will be restored promptly after the Supplier receives payment in full and cleared funds.
    4. Fees shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Authorised Users may not have access to the Services
       
       
13. TERM AND TERMINATION (CANCELLATION RIGHTS)
    1. Without prejudice to the Customer’s  right to cancel as provided under clause 13.2, this Agreement is for the Initial Term and shall automatically renew for additional periods of the same duration, subject to the Customer’s right to terminate on not less than 14 days’ notice prior to the end of the then current term.
    2. Customer has the right to terminate within 30 days of signing up to this Agreement in which case it shall receive a full refund of any Fees paid to the Supplier.
    3. Immediately on termination or expiry of our Agreement (for any reason), the rights granted by the Supplier under our Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):
       1. stop using the Services; and
       2. destroy and delete or, if requested by the Supplier, return any copies of the documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
    4. Termination or expiry of our Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of our Agreement that is expressly or by implication intended to continue beyond termination.
       
       
14. WAIVER
    No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    
    
15. NO CUSTOMERSHIP OR AGENCY
    The parties are independent and are not Customers or principal and agent and our Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
    
    
16. SEVERANCE
    1. If any provision of our Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of our Agreement.
    2. If any provision of our Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
       
       
17. NOTICES
    1. All notices required or permitted by our Agreement shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, or by email at its address notified to the other party, or as otherwise directed by the recipient by notice given in accordance with this clause.
    2. Notices shall be deemed to have been duly given and received:
       1. if delivered by hand or sent by courier, notice will be deemed given on the date of receipt;
       2. if sent by registered post to an address in the same country, on the second (2nd) business day after posting; or if sent to an address not in the same country, on the fifth (5th) business day after posting; or
       3. if sent by email, on the receipt of a delivery receipt from the correct address.
          
          
18. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it 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 Agreement.
       
       
19. VARIATION
    No variation of our Agreement shall be effective unless it is in writing and signed by each the parties.
    
    
20. COUNTERPARTS
    Our Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement, or may be executed in one counterpart signed by electronic signatures.
    
    
21. RIGHT OF THIRD PARTIES
    Our Agreement is personal to the parties. The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to, or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce our Agreement or to enjoy the benefit of any term of our Agreement.
    
    
22. GOVERNING LAW
    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    
    
23. DISPUTE RESOLUTION
    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, our Agreement, its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – SERVICE LEVEL AGREEMENT (also available to Customers by contacting the Supplier here – Book a call | Atarim)

1. SERVICE UPTIME COMMITMENT
   1. 1. For the purpose of measuring the quality of service that the Supplier delivers, the Supplier is committed to the following:
         1. The Supplier will provide access to the Software on a twenty-four hours a day, seven days a week (24 x 7) basis, at a rate of 99% (“Services Uptime Metric”); and
         2. the Services Uptime Metric commences on the “Go Live Date”, which means the date on which the Supplier has concluded end-user testing and has prepared the production environment, and the Customer has become familiar with the Software”.
            
            
2. MEASUREMENT METHOD
   1. 1. 1. The Services Uptime Metric will be measured using uptimerobot.com.
         2. On a quarterly basis, the Services Uptime Metric will be measured using:
            1. the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator; and 
            2. the denominator value minus the time of any outages in the quarter (duration of all outages combined) as the numerator, to give the percentage of available uptime.
         3. An “outage” is defined as two consecutive monitor failures within a five-minute period, lasting until the condition has cleared.
            
            
3. BOUNDARIES AND EXCLUSIONS
   1. 1. 1. The Services Uptime Metric will not apply to performance issues caused by the following:
            1. Overall Internet congestion, slowdown, or unavailability;
            2. Unavailability of generic Internet services due to virus or hacker attacks;
            3. Events or circumstances that are outside the reasonable control of the Parties including acts of God, fire, explosion, typhoon, storm, earthquake or other similar occurrence, orders of acts of military or civil authority, or national emergencies, insurrections, riots, wars, strikes, or other force majeure events;
            4. Actions or inactions of the Customer or third parties beyond the control of the Supplier;
            5. A result of the Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of the Supplier; or
            6. Scheduled SaaS infrastructure maintenance.
               
4. REPORTING
   The Supplier will provide a report on the Services Uptime Metric (“Uptime Metric Report”) to the Customer at any given moment through this link: https://ancillary-proxy-staging.atarimworker.dev?url=https%3A%2F%2Fstats.uptimerobot.com%2FRKLEWfGk0W – Also found at the footer of our main website. If the Customer disagrees with the Uptime Metric Report, written notice of the disagreement must be provided to the Supplier within seven (7) day(s) of receipt of the Uptime Metric Report.

5. SERVICE CREDITS
   
   1. If the Supplier fails to meet the Services Uptime Metric in any quarter, the Customer will be entitled to service credits (“Service Credits”) as follows:

      Quarterly services uptime metric; Rating Service; credits entitlement

      between 99%-100%; satisfactory; no service credits entitlement

      between 95%-98.9%; tolerable; reduction of service fee for the next qtr by 10%

      Under 95%; unsatisfactory; reduction of service fee for the next qtr by 50%

   2. Service Credits are cumulative. The subscription fee for the next billing cycle will be reduced by the percentages set out above. Service Credits can only be applied against future payments otherwise due from the Customer, and will not entitle the Customer to any refund or payment by the Supplier. Service Credits are capped at fifty percent (50%) of the subscription fee payable for the next billing cycle.
   3. Service Credits cannot be transferred or applied to any account other than the Customer’s own account. Service Credits are forfeited upon termination of our Agreement.
      
      
6. SUPPORT TERMS
   1. Technical support hours: weekdays during the hours of 5:00 am through 23:00 pm London time, excluding public holidays in UK” (“Support Hours“)
   2. The Customer may initiate a help request during the Support Hours by Emailing support@atarim.io OR using the live chat feature within the dashboard OR using the designated Slack channel that is set up for Enterprise Level Customers.