Service Schedule – Re-sold Software

Software

1.1     It is the customers responsibility to ensure that:
1.1.1     They have the necessary operating systems and requirements for the Software to be compatible
1.1.2     They have a working internet connection so able to download software, updates or other internet access requirements the software may require.
1.1.3     If they use any other 3rd party software to integrate or link with software we supply to ensure compatibility as we can not be held responsible or guarantee will work as expected.
1.2     To use the software you must pay all of our appropriate fees at the times we agreed when you bought your licence to use the software. If we quote you a price (on our website or by telephone) for any of our products or services, that price will be confirmed when we issue our invoice.
1.3     You must only use the software for your own legitimate internal business purposes and with your own information or the demonstration/practice data supplied with the software, unless we have told you otherwise.
1.4     When you purchase a licence from us how long you can use it for depends on the licence type ordered.
Perpetual – an unlimited period as long as compatible with system installed on.
Subscription – a specified period of time (example one year, subject to you paying our applicable annual fees).
1.5     The number of users that can use the software will depend on the type of software licence you have bought. A user is a person who logs in and puts information into the software, or uses it to get information. You can reduce the number of users who can use the software at any one time, but if you do this we will not give you a refund if already in a new contract term. We licence our software for use by a ‘named user’. Only the specific named users whose names you input into the software are allowed to use the software.
1.6     Activating the software
To use the software you must activate it (and depending on the software, re-activate it at the end of the initial licence period if you want to continue using it) by using the activation method we told you about when you bought your licence. You agree to give us, when asked, the information we need in order to activate the software. Without this information we or your supplier will not be able to activate or re-activate your software and you will not be able to use it.

2. We do not guarantee:

• that the software will meet your needs;
• that there will be no interruptions in your use of the software, or that it will operate error free;
• that you will be able to use the software in any particular way;
• that you will get particular outputs from the software; and
• the standard of the results you get from using the software.

The fact that you have told our representatives about how you intend to use the software will not affect this paragraph as the software has been developed for many different types of users, and you are responsible for setting up the software so that you can use it in the way you need, and as best suits your circumstances

2.2     You are better placed to understand the risks to your business that may occur as a result of your use of the software, particularly given the nature of how we licence our software to our customers. Accordingly, we will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem:

• financial or similar loss of any kind, including, for example, loss of profits, business, estimated savings or goodwill, however the loss is caused;
• any interruption to your business or loss of or damage to information, however that interruption, loss or damage is caused;
• loss or damage which we could not have reasonably known about at the time you entered into this agreement; and
• losses you suffer as a result of using the software other than as described in the relevant documents.

We recommend that you consider obtaining insurance cover if you believe that you could experience anything that we have told you that we will not be responsible for

Software & Maintenance Releases

3.1     The Customer acknowledges that the Supplier is reselling the Software on the subscription basis set out in this Schedule, with the Software being provided by the Author.
3.2     As such, the Customer acknowledges and irrevocably agrees that:
3.2.1     the Supplier is not responsible for the availability or functionality (or lack thereof) of the Software, or any perceived defect or deficiency therein;
3.2.2     the Customer’s sole right of recourse in respect of any lack of availability or functionality thereof, or perceived defect or deficiency therein, shall be against the Author; and
3.3     Different pieces of Software re-sold by the Supplier will have different protocols in respect of the installation of Maintenance Releases. For certain pieces of Software, Maintenance Releases may be installed automatically by the Author outside the control of the Supplier, or may be mandatory for the Supplier to install to meet its obligations to the Author. In other cases, their installation may be optional, and the Supplier does not accept any obligation to notify the Customer of such optional Maintenance Releases. If the Customer wishes to clarify its position in respect of Maintenance Releases for any particular piece of Software, it must contact the Supplier.

Supplier’s Warranties & Exclusions

4.1     The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Schedule.
4.2     The Supplier:
4.2.1     does not warrant that:
4.2.1.1     the Customer’s use of the Software will be uninterrupted or error-free; or
4.2.1.2     that the Software, Documentation and/or the information obtained by the Customer through the Software will meet the Customer’s requirements; or
4.2.1.3     the Software will be free from Vulnerabilities or Viruses; or
4.2.1.4     the Documentation or Software will comply with any Heightened Cybersecurity Requirements.
4.2.2     is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.3     This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation,

Subscriptions Term and Termination

5.1     The Subscription under this Schedule shall commence on the Effective Date (or such other date as the parties agree in writing) and shall continue for the Initial Subscription Term indicated in the applicable order confirmation and, thereafter, it shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
5.1.1     either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription under this Schedule shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
5.1.2     otherwise terminated in accordance with the provisions of this Agreement or our general terms and conditions.

Charges and Payment 

6.1     The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this paragraph 9 and the Order (and references to Charges in the main body of the Agreement shall, in respect of Services provided under this Schedule, be a reference to the Subscription Fees).
6.2     The Customer shall provide to the Supplier approved invoicing information acceptable to the Supplier. The Supplier shall invoice the Customer:
6.2.1     on or after the date on which the Agreement takes effect, for the Subscription Fees payable in respect of the Initial Subscription Term; and
6.2.2     subject to paragraph 5.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within the terms specified on Invoice after the date of such invoice (and the Initial Subscription Term will not commence until payment has been made in cleared funds for the sum invoiced under paragraph 6.2.1).
6.3     If the Supplier has not received a payment on or before the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may also immediately and indefinitely suspend your access to the Software or Services provided, including, without limitation, all of Your Content, with or without notice to You, upon any actual or suspected breach of this Agreement, including failure to pay fees due, or applicable law or upon any other conduct deemed by Softext to be inappropriate or detrimental to the Site, Services, Softext, or any other Softext ltd customer or user. Softext may at any time following any suspension, suspend access to or delete any of Your Content held by Softext or our vendors Site or Services.

Support Services

7.1     In respect of the Support Services:
7.1.1     they shall be provided during the Business Hours and shall comprise:
7.1.1.1     a telephone, email and/or portal help desk to provide first-line technical support to users of the Supported Software; and
7.1.1.2     remote diagnosis and, where possible, correction of faults using remote access software; 3.1.2 the Supplier shall respond within the Business SLA set out below.
7.1.3     if additional on-site support is required in any month it may be provided by the Supplier at its option at its standard rates (as varied from time to time);
7.1.4     where a Non-Critical Fault is to be corrected in a forthcoming Maintenance Release, then for a reasonable period before the issue of such Maintenance Release the Supplier may decline to provide assistance in respect of that Non-Critical Fault; and
7.1.5     the Supplier shall supply to the Customer all revisions to the Documentation which are necessary in order to reflect any Modification acquired by the Customer upon their release by the Author
7.2     The Supplier may, on prior notice to the Customer, make changes to the Support Services, provided such changes do not have a material adverse effect on the Customer’s business operations. 3.3 The Supplier shall have no obligation to provide the Support Services where faults arise from: 3.3.1 misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by the Supplier), including failure or fluctuation of electrical power;
7.3.2     failure to maintain the necessary environmental conditions for use of the Software;
7.3.3     use of the Software in combination with any equipment or software not provided by the Supplier or not designated by the Supplier for use with any Modification forming part of the Supported Software, or any fault in any such equipment or software;
7.3.4     relocation or installation of the Software by any person other than the Supplier or a person acting under the Supplier’s instructions;
7.3.5     any breach of the Customer’s obligations under this Agreement howsoever arising or having the Software maintained by a third party;
7.3.6     any Modification not authorised by the Supplier;
7.3.7     any act or omission of the Author; or
7.3.8     operator error.
7.4     The Customer acknowledges that the Supplier cannot compel any action to be taken (or not taken) by the Author, and that nothing in this Schedule shall be construed as introducing such a compulsion

Service Level Agreement (SLA)

We will best endeavour to respond to all incident requests within 2 business hours on standard working days throughout the working week. For incidents deemed a high or critical urgency we will endeavour to fix at first response within Softext’s SLA for Incident Resolution.

• Softext Working Days: Monday to Friday
  – Not Including National, Bank, or other Holidays that result in business closure.
• Softext Business Hours: 09:00am to 17:00pm

SLA Resolution Time adhered to by Softext Technical Staff for an incident from time of incident report by either phone or email:

• Tier 1 Incident (No Impact / Minor)                      Within 8 business hours.
• Tier 2 Incident (Major)                                             Within 4 business hours.
• Tier 3 Incident (Site Down / Server Issue)           Within 2 business hours.
• Tier 4 Incident (Crisis)                                              Within 1 business hours.

Incident resolution time may extend beyond the above times dependant on factors that are beyond Softext’s control such as client availability, system slowness, 3rd party involvement, external system update time, etc. If a reported incident breaks any of these SLA timers for any reason, then Softext Management are notified automatically.

A Technician who first picks up a reported incident will use the following factors when determining incident priority on a case-by-case basis:

• Can the business operate at their normal operational level?
• How many staff are affected & what role do they hold in the company?

The Client acknowledges that Softext will have no obligation to provide support in respect of any Incident caused by

• the improper use of the Services by the Client;

any alteration to the Services made without the prior consent of Softext and that any support or other assistance provided in relation to an Incident which falls within this clause will be chargeable by Softext at its then-current professional services rates