The Terms and Conditions below set out the basis on which we will provide service to you for: * Any SupportFlow service If you pay your invoice that contains a link to this page, you agree to be bound to the terms herein, unless you have explicitly signed a separate SupportFlow agreement. The following sets forth the terms of the agreement (the “Agreement”) by on which On Tap Networks Limited with its principal place of business at 9 Devonshire Square, London, EC2M 4YF (“On Tap”) will provide Support Services (as defined below) for Magento Commerce installations (the “Product”) which is owned or licensed by you (the “Customer”) with its principal place of business as per the invoice address. Terms and Conditions of licenses held with Magento Inc. or other software running on your installation of the Product are not affected by these terms. 1.Definitions “Issue” means a technical aspect or functionality of the Product that the Customer requires assistance with. A Support Incident is recognised as an Issue only after it has been reproduced in steps provided by the Customer and has been confirmed by a On Tap Support Engineer. Furthermore, the Issue or Support Incident must be within the Support Scope in order for assistance to be provided by On Tap to the Customer. “Bug Fix Release” means an embodiment of the Product that is released by Magento in order to correct Errors. “Designated Support Contact” means Customer’s employee who is authorised to contact On Tap’s Support Services. “Error” means a defect which causes the Product not to perform substantially in accordance with the specifications set forth in Magento's Documentation. “Minor Enhancement Release” means an embodiment of the Product that delivers minor performance improvements or enhancements of existing features and/or functionality to the Product “Previous Sequential Product” means the embodiment of the Product which has been replaced by a subsequent release, which may include a Bug Fix Release, Minor Enhancement Release, Product Update or Product Upgrade. “Product Update” means Magento's reasonable efforts to provide Bug Fix Releases and Minor Enhancement Releases to the then current version of the Product. Bug Fix Releases and Minor Enhancement Releases may also include one copy of revisions to the documentation applicable to these releases. Product Updates do not include Product Upgrades. “Product Upgrade” means an embodiment of the Product that delivers substantial performance improvements, architectural changes or new features and/or functionality to the Product, for which Magento may charge a separate license fee. “Support Services” means the Product support services that are purchased by the Customer and provided by this Agreement. “Support Incident” means an issue requiring Support Services that focuses on one aspect of the Product - e.g. use of a specific feature of the Product or assistance with a specific problem or error message. While this single issue may involve other aspects of the Product, addressing other aspects constitutes a separate issue and a separate Support Incident. A single Support Incident may involve multiple phone calls, emails and off-line research. On Tap Support Engineers are responsible for determining what characterises a single Support Incident and communicating same to the Customer. “Priority Level” means the decision by the Customer and/or On Tap that has taken place on an Issue to indicate the order in which the Issue is dealt with in relation to other Issues that the Customer currently has. “First Response” means the act by which On Tap makes the first non-automated response to an Issue using the Support Portal. “Customer Response” means the act by which the Customer makes a non-automated response to an existing Issue using the Support Portal. “Issue Update” means the act by which On Tap makes a non-automated update to an Issue, either after the First Response or by replying to a Customer Response. “Escalation Time” means the amount of time, in business hours, that the Customer must wait after creating a new Issue or updating an Issue in the Support Portal, before requesting an Issue Escalation. “Support Portal” means an online service provided by On Tap to enable the Customer to create a new Issue and to track existing Issues. The nature of the Support Portal may change from time to time at On Tap's discretion. “Issue Escalation” means the act of the Customer requesting that a senior On Tap manager reviews and comments on an existing Issue. This will result in an Issue Update within two business hours. “Business hours” means Monday to Friday 09:00 – 17:30 (UK time zone) inclusive, excluding recognised UK bank holidays. “Set up Fee” means a one-off fee issued by On Tap in respect of account set-up, code repository and staging environment. “Support Scope” means the nature of Issues included in the Support Services. “Total Support Hours” means the number of hours purchased by the Customer in the current Agreement Term. “Used Support Hours” means the amount of time, rounded up to the nearest whole hour, that On Tap have used to work on Issues raised by the Customer in the current Agreement Term. “Unused Support Hours” means the result of the Total Support Hours minus the Used Support Hours in the current Agreement. For the avoidance of doubt, Unused Support Hours cannot be carried forward to any subsequent renewal of this Agreement. Furthermore, there are no refunds under any circumstances for any “Unused Support Hours” at any time. “Additional Support Hours” means extra hours purchased by the Customer in order to increase the Total Support Hours within the current Agreement Term. 2. Support Services On Tap will provide the Support Services listed herein upon payment of the applicable fees by Customer and pursuant to the terms and conditions of this Agreement. 2.1 Support Portal The On Tap Support Portal is available to Customer and will be staffed by On Tap Support Engineers during Business Hours with response times as set out in 2.5 Response Times. The Support Portal can be contacted by opening an online support ticket (at www.ontapgroup.com). 2.2 Support Protocols Issues are routed to an On Tap Support Engineer who will triage the incident or schedule return communication, according to priority of the issue which is prescribed by the customer. The customer must indicate the priority of the issue when raising the ticket. Examples of the categories of issues we might expect to see in order of priority as follows: However, On Tap are not prescriptive and will work on reported issues in order prescribed by the customer according to priority. For the avoidance of doubt, it is the customer whose decision it is which priority level a reported issue is categorised as. If a cosmetic issue is the No.1 priority over other outstanding issues, we will channel the next available resource to that issue. Unless otherwise stated in section 6, support tickets can only be created using the On Tap Support Portal. On occasion, On Tap may create a support ticket on behalf of the Customer, if the issue is reported via telephone or live chat. 2.3 Customer Obligations In order for Customer to receive the Support Services, the Customer must: a. Register client(s) and web server(s) with On Tap’s account representative. b. Appoint Designated Support Contact(s) who will maintain the integrity of the Product and who will act as Customer’s liaison for all technical communications with On Tap. Name(s) of Designated Support Contact(s) must be provided to On Tap prior to initial contact with the On Tap Support Portal. All support communications (whether by telephone, email, instant message or online support ticket) by Customer to On Tap shall only be made by the Designated Support Contact(s). All information and materials provided to Customer by On Tap pursuant to this Agreement will be routed to the Designated Support Contact(s). Customer may change the Designated Support Contact(s) upon written notice to On Tap. c. Subject to Customer’s applicable security requirements, provide On Tap with access to and use of all information and system facilities determined necessary by On Tap to provide timely Support Services pursuant to this Agreement. d. Follow procedures and recommendations provided by the On Tap Support Portal in an effort to correct problems, including sending files and data requested by On Tap Support. e. Provide full screenshots and/or screen recordings when requested by On Tap in order to demonstrate an Issue. f. Ensure that all reasonable attempts to replicate a potential Issue have been taken prior to informing On Tap. g. To the best of its abilities, read, comprehend and follow operating instructions and procedures as specified in, but not limited to, the Documentation and other correspondence related to the Product. h. Notify On Tap of a potential "Bug", “Error”, malfunction or other problems in accordance with On Tap's then current problem reporting procedure. If On Tap believes that a problem reported by Customer may not be due to a Bug or Error, On Tap will so notify Customer. 2.4 Exclusions On Tap shall have no obligation to support: a. Altered, damaged or Customer-modified Product, or any portion of the Product incorporated with or into any other software; or b. Any version of the Product other than the current version of the Product or immediately previous sequential version of the Product; or c. Product incidents caused by Customer's negligence, abuse, misapplication or use of the Product other than as specified in the Documentation, or other problems beyond the reasonable control of On Tap; or d. Configuration of other applications required by the Customer to use the Product including, but not limited to operating systems, web browsers, email applications and file editors; or e. Customers needing on-site training. Training services may be purchased separately from On Tap; or f. Issues where, at On Tap's sole discretion, the Customer has not supplied enough information to further investigate the issue; or g. Situations where the Customer has modified source code themselves that is either contrary to On Tap's advice or is not within the version control system in place on the web site. h. Where the progression of an Issue involves using real credit/debit/payment information for testing purposes, it will be the Customer's own responsibility to do this. On Tap do not use their own credit/debit/payment information for such tests. 2.5 Response Times Upon receipt of a new issue or an update of an existing issue by the Customer, On Tap will aim to provide a response to the customer within a certain timescale, as follows: New issue - 2 hours Existing issue - 4 hours For the avoidance of doubt, On Tap does not guarantee times for the actual resolution of issues, or that issues can actually be resolved. There are no refunds, credits, or otherwise if the above timescales are not achieved. Time worked on Issues: On Tap will keep a reasonably accurate account of the number of whole minutes spent working on each individual Issue. This will be totalled for all Issues worked upon during the current Agreement and represents the Used Support Hours. On Tap will continue to provide Support Services whilst the Used Support Hours is less than the Total Support Hours. At the point when the Total Support Hours is reached, On Tap have no obligation to continue to provide Support Services in the current Agreement Term. Where the Used Support Hours equals the Total Support Hours, and the Customer requires On Tap to continue to provide Support Services, the Customer is required to purchase Additional Support Hours. 3. Agreement Term and Termination 3.1 Term The initial term of this Agreement is 6 months from the date of purchase, unless terminated earlier in accordance with the terms of this Agreement. 3.2 Renewal This Agreement will automatically renew every 6 months. If the customer requires to move up or down a plan, 1 month's notice is required in order to allocate resources effectively. 3.3 Termination On Tap may suspend or terminate Support Services to Customer if Customer fails to pay Support Service fees as provided in this Agreement in full and by the due date listed on Customer’s invoice, or breaches any provision of this Agreement or the License Agreement, and such failure or breach is not remedied within thirty (30) days after Customer receives written notice thereof, or by providing one (1) calendar month written notice to the Customer address on this Agreement. The Customer may terminate the Agreement only by providing 1 month's written notice to the On Tap address on this Agreement. 3.4 Re-instatement If Support Services are terminated by On Tap for any reason, Customer may reinstate or renew Support Services (at On Tap's sole discretion) by paying On Tap all applicable intermediate and reinstatement Support Services fees. 4. Limited Warranty On Tap warrants that Support Services will be performed with the same degree of skill and professionalism as is demonstrated by like professionals performing services of a similar nature. On Tap use commercially reasonable efforts to resolve each Support Incident but On Tap does not warrant that every Support Incident will be resolved. Fees will not be refunded if the Support Incident is not resolved, or upon any other circumstances once payment has been received. EXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, THE SUPPORT SERVICES ARE PROVIDED “AS IS”, AND ON TAP MAKES NO OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SUPPORT SERVICES. ON TAP SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. On Tap disclaims any and all implied warranties except where those exclusions are prohibited by law. On Tap customers should consult the laws of their jurisdiction for clarification. 5. Limitation of Liability 5.1 Direct Damages ON TAP'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE SUPPORT SERVICES UNDER THIS AGREEMENT IN THE AGREEMENT TERM. 5.2 Consequential Damages UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL ON TAP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY PUNITIVE OR MULTIPLE DAMAGES OR FOR DAMAGES FOR LOST PROFITS OR LOSS OF DATA, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE SERIVCES PROVIDED. 6. Points specific to this Agreement * Type of support plan purchased: As invoiced * Total Support Hours included: As invoiced * Costs: As invoiced. For the avoidance of doubt, the work specified cannot be started until payment has been received in full. * Full 24 hour support is included on all plans. * On Tap will provide the Customer a hosted development environment for the Customer's web site. This will use a URL designated by On Tap. This will be on a shared server on On Tap's network. On Tap makes no guarantee of the speed, security, availability or suitability of the development environment. * Customer will provide On Tap a hosted staging environment for the Customer's web site. The deployment process flow of new work/fixes will be Development => Staging => Live. * On Tap will install the necessary software on the Development, Staging and Live servers in order to support the deployment process. * On Tap will provide the Customer with a Git-based version control system which stores the code repository of the Customer's web site and any updates to it. On Tap makes no guarantee of the speed, security, availability or suitability of the code repository. * On Tap will undertake remote monitoring of the Customer's live web site and will provide notifications of any detected problems. * On Tap will provide a named Account Manager to your account. This may change from time to time. On Tap will provide a named point of escalation within management. This may change from time to time. * All pricing in this document excludes VAT. * There is no Setup fee for this Agreement. * On Tap will issue the invoice when this Agreement is executed. The Customer hereby commits to pay for the invoice in full within 60 days of receipt of the invoice (which will be sent by email to Scott PC Lin). 7. Support Scope Only Issues of the following nature are included in the Support Services: * Full or partial site outages. * Bug fixes. * Magento is showing an error message. * “How do I?” type questions about using the features of Magento. * Assistance with imports, exports and data migration. * General troubleshooting of Magento functionality. * General troubleshooting of third-party extensions. * General troubleshooting of integrations with third party software. * Phone/web-delivered training and best practice advice. * Enhancements, development of new functionality. * Customisation of existing functionality. * Administrative support within the Magento admin panel. * Extension installation. * Magento upgrades. * Security Upgrades. * Hosting environment setup and optimisation. 8. Designated Support Contacts For the Client: To be agreed. Agreement The agreement is executed by you paying for the invoice that contains a link to this page.