1. Definitions
“Failure” means either (i) a failure of the Software to
conform to the specifications set forth in the Documentation,
resulting in the inability to use, or restriction in the use of,
the Software, and/or (ii) a problem requiring new
procedures, clarifications, additional information and/or
requests for product enhancements.
“Maintenance Release” means Upgrades and Updates to
the Software which are made available to licensees pursuant
to these Support T&Cs.
“Service Hours” means the hours between 8.30 a.m. to
5.00 p.m. during Work Days.
“Update” means either a software modification or addition
that, when made or added to the Software, corrects the
Failure, or a procedure or routine that, when observed in the
regular operation of the Software, eliminates the practical
adverse effect of the Failure on Client.
“Upgrade” means a revision of the Software released by
Supplier to its end user customers generally, during the term
of this Agreement, to add new and different functions or to
increase the capacity of the Software. Upgrade does not
include the release of a new product or added features for
which there may be a separate charge.
“Work Days” means Monday through Friday with the
exception of generally recognized holidays in The
Netherlands.
Capitalized terms used in the Support T&Cs shall have the
meanings ascribed to them in the END USER LICENSE TERMS
AND CONDITIONS provided above as Annex 1 (“License
T&Cs”) unless otherwise expressly defined or re-defined
herein.
2. Support
2.1 Client shall specify its requested form and/or type of Support
on the Order.
2.2 Support includes Maintenance Releases and advice regarding
the use and functioning of the Software by telephone, email
and/or Supplier’s Support website. Unless agreed otherwise
in an Order, Support is provided during Support Hours.
2.3 Client can order 24*7 Support (e.g. Support 24 hours per
day, 7 days per week, 365 days per year), for which Supplier
charges an additional annual fee on top of the fee for
standard Support (e.g. Support during Service Hours).
2.4 Supplier’s obligation to provide Support is conditioned upon
the following: (i) Client provides Supplier with sufficient
information and resources to correct the Failure which may
include remote access to Client’s site, as well as access to
the personnel, hardware, and any additional software
involved in discovering the Failure; (ii) Client promptly
installs all Maintenance Releases; and (iii) Client procures,
installs and maintains all equipment, telephone lines,
communication interfaces and other hardware necessary to
operate the Software.
3. Updates
3.1 Supplier will make commercially reasonable efforts to
provide an Update designed to solve or by-pass a reported
Failure. If such Failure has been corrected in a Maintenance
Release, Client must install and implement the applicable
Maintenance Release; otherwise, the Update may be
provided in the form of a temporary fix, procedure or routine,
to be used until a Maintenance Release containing the
permanent Update is available.
3.2 Client shall reasonably determine the priority level of a
Failure pursuant to the following:
Priority 1: A Failure that makes it impossible for any user
of the Software to use the primary function of Software.Priority 2: A Failure for which a workaround exists.
Priority 3: A cosmetic Failure.
3.3 The following Support response times will apply:
(i) On a Failure with priority 1, Supplier shall assign a
specialist(s) to correct the Failure, begins to provide a
temporary workaround or fix and provides ongoing
communication on the status of an Update within 4 hours
on a Work Day upon notification by Client.
(ii) On a Failure with priority 2, Supplier shall assign a
specialist(s) to correct the Failure, begins to provide a
temporary workaround or fix and provides ongoing
communication on the status of an Update within 2 Work
Days upon notification by Client.
(iii) On a Failure with priority 3, Supplier may include an
Update in the next Maintenance Release.
4. Upgrades
4.1 During the term of this Agreement, Supplier shall make
Maintenance Releases available to Client if, as and when
Supplier makes any such Maintenance Release generally
available to its licensees. If a question arises as to whether a
product offering is an Upgrade or a new product or feature,
Supplier’s opinion will prevail, provided that Supplier treats
the product offering as a new product or feature for its end
user customers generally.
5. Limitations
Supplier is not obligated to provide Support in the following
situations:
the Software has been changed, modified or damaged
(except if under the direct supervision of Supplier);the Failure is caused by Client’s negligence, hardware
malfunction or other causes beyond the reasonable
control of Supplier;the Failure is caused by third party software not licensed
through Supplier;Client has not installed and implemented Maintenance
Release(s) so that the Software is a version supported
by Supplier; orClient has not paid the Subscription fee when due.
6. Termination of Support
6.1 During the term of this Agreement, Supplier will support and
maintain (i) the then-current version of the Software; and
(ii) any preceding version of the Software for period of 1 year
after such preceding version is first superseded. Supplier
shall have no obligation to support or maintain any other
version of the Software. The version of the Software is
indicated by the number x.y; Upgrades are indicated by the
“y” and are consecutive numbered.
6.2 Supplier provides information on its website regarding the
expected new version, current version and end-of-life of the
immediately preceding version of then-current Software.
6.3 Supplier reserves the right to suspend performance of
Support if Client fails to pay the applicable Subscription
fee(s).