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Standard terms and conditions of Service and Support Agreements

 

By requesting and/or using the services offered or supplied, you are accepting and agreeing to the terms of this support service agreement (“Agreement”)

 

This Agreement constitutes a legal contract between you and SalesAgility Ltd and spells out the terms and conditions to which you must adhere. If you do not agree to any of these terms, then do not use the services. Any ordering of services or payments will be deemed as you accepting all the terms included and implied in this contract.

 

Defined Terms

 

SuiteCRM - SuiteCRM.com / Suiteondemand.com or any associated website (hereinafter “Website”) is owned by, and the hosting and support services referenced on the Website are provided by, SalesAgility Ltd including salesagility.com

 

SalesAgility Ltd - means a company incorporated in Scotland under the Companies Acts (Company Number SC364788) and having its registered office at The Steeple, King Street, Stirling, FK8 1DT; and hereinafter the "Company"

 

Charges - Any monies which have been invoiced and paid by the customer.

 

Customer - any person or business who have paid a monetary value for a service provided by Salesagility within a 12 month period.

 

Agreement - all terms outlined in this document and the terms and conditions as detailed on the salesagility.com / suitecrm.com

 

Dedicated Support Defined Terms

 

Business Day - A day (not being a Saturday or a Sunday) when clearing banks are open for business in the City of London.

 

Reportable Incidents - Any verifiable and reproducible failure of the Products to materially conform to the Specifications unless such failure (a) results from Customer misuse or improper use of the Products; (b) does not materially affect the operation and use of the Products; (c) results from the modification by Customer or any third party of the Software or Hardware in a fashion not contemplated by the Agreement; or (d) results from Customer failure to implement in a timely manner any relevant improvements or modifications to the Products provided to Customer by SalesAgility.

 

Error Correction - Either a modification or addition to, or deletion from, the Products that materially conforms to SalesAgility's published Specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates that material adverse effect on Customer of such Error.

 

Severity 1 Error - Means Customer’s production server or other mission critical system(s) are down and no workaround is immediately available and (i) all or a substantial portion of Customer’s mission critical data is at a significant risk of loss or corruption; (ii) Customer has had a substantial loss of service; or (iii) there has been a breach in security of access to personal data. No issues with client Software or third-party software will be treated as a Severity 1 Error.

Laboratory, demonstration systems or any system that has not completed UAT are excluded from Severity 1 Errors. SalesAgility reserves the right to downgrade Severity 1 Errors if Customer does not provide appropriate resource to assist in the resolution of the problem.

 

Severity 2 Error - Means that major functionality is severely impaired such that (i) operations can continue in a restricted fashion, although long-term data integrity might be adversely affected; or (ii) only a temporary workaround is available. No issues with client Software or third-party software will be treated as a Severity 2 Error.

 

Severity 3 Error - Means a partial, non-critical loss of functionality of the software such that the operation of some component(s) is impaired but allows the user to continue using the Software. No issues with client Software or third-party software will be treated as a Severity 3 Error.

 

Severity 4 Error - Means general usage questions and cosmetic issues, including errors in the Documentation. No issues with client Software or third-party software will be treated as a Severity 4 Error.

 

Response Time - The time taken by SalesAgility to allocate a case reference number to the fault, confirm the Error level, and acknowledge receipt of the fault to the customer.

 

Max hours of support - SalesAgility are under no obligation to correct errors once the maximum support hours have been consumed.

 

Payment

 

The Customer shall pay the Charges and any other sums payable to the Company under this Agreement in accordance with these Terms.

 

The Charges are exclusive of Value Added Tax and governmental or other charges, which shall be added to such payments if applicable and shall be included and itemised separately on invoices, where appropriate.

 

All Charges or any part thereof and any other sum payable to the Company in terms of this Agreement shall be made free from any deduction, withholding or set-off.

 

Payment of all Charges shall be made in advance by either electronic transfer or by credit or debit card only.

 

Time of payment shall be a material condition of the Agreement and unless otherwise agreed in writing between the Company and the Customer, interest at the rate of four per cent per annum above the base rate for the time being of the Bank of Scotland will be payable by the Customer on all sums remaining unpaid after the due date for payment as provided for in this Agreement.

 If your account is in arrears, SalesAgility reserves the right to restrict or withhold access to the system and the ability to copy the data and application until the arrears are cleared. 

All payments shall be made in UK Pounds (Sterling)

 

Limitation of Liability

 

Nothing in this Agreement shall exclude or in any way limit the Company’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Agreement:

 

The Company’s maximum aggregate liability under or in connection with this Agreement, whether in contractor delict (including negligence) or otherwise, will in, no circumstances, exceed the Charges; and

 

The Company will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by delict or tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

 

These Terms state the full extent of the Company’s obligations and liabilities in respect of the performance under the Agreement. The parties agree that any condition, warranty representation or other term concerning the performance under the Agreement which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

 

The Company shall not be liable in contract or otherwise for any economic, indirect or consequential loss or damage sustained by the Customer or others directly or indirectly making use of the SuiteCRM software, purchased dedicated support or use of the website included under the including but not limited to any economic, indirect or consequential loss or damage resulting as a consequence of any defects or inaccuracies or errors with the software, support services or website.

 

Termination

 

Either party may terminate this Agreement forthwith by notice in writing to the other if the other party:

- is in material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or

- passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or

- being a partnership or other unincorporated association is dissolved or being a natural person dies; or

- becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with or grants a trust deed in favour of its creditors or is sequestrated; or

 

- has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or

- ceases, or threatens to cease, to carry on business.

- The termination of this Agreement howsoever arising will be without prejudice to the rights and obligations of either party accrued prior to termination and the Customer shall forthwith upon termination pay to the Company any Charges or other sums payable under this Agreement whether or not already invoiced on the date of termination.

 

No refund whether partial or in full will be due for any support or other services not supplied or used once a cancellation request has been requested unless agreed in writing by a board member of the company prior to any notice of termination being provided by the customer.

 

The company is under no obligation to provide any refund or alternative services for any support hours not used within the contracted period. All support hours will be null and void after each support contract renewal date with no roll-over provided.

 

Customer Obligations

 

Reproducing Errors – the company must be able to reproduce customer errors in order to have the opportunity to resolve such issues. Customers agree to fully co-operate and to allocate necessary time in order to work closely with the company to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. Subject to customer approval it may be necessary for the company to require limited remote access the the users work station or device of to have limited access to the server or where the CRM system is hosted. The customer accepts that any limited placed on the company regarding these can impact on the response and fix times.

 

Submitting a new case – the customer shall be responsible for using the appropriate method of raising issues with the company. The customer is also obligated to provide accurate and reliable information as well as providing as much detail as possible to assistant with the diagnosing of the issues raised.

 

Intellectual Property - All rights are governed by the Affero General Purpose License 3 (AGPL3) an open source license. This software is provided “as is” and without warranties of any kind, Either express or implied, including without limitation the implied Warranties of merchantability, fitness for a particular purpose, Title, and non-infringement.

 

Force Majeure

The Company shall not be liable for any delay or failure to fulfil its obligations under any agreement which is due wholly or partially to any strike, lock-out or other industrial action, electrical failure, server failure, third party acts or omissions or any other event or act beyond the reasonable control of the Company including without limitation, acts of God, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm. 

General

 

The company shall provide a dedicated telephone number of all Platinum customers. The company aim to provide an uninterrupted service, but the customer understands and agree that from time to time faults, including faults which may recur and have no identifiable cause (intermittent faults) may occur and the company cannot be held responsible for this.

 

All support issues will be dealt with in accordance with the Dedicated Support Defined Terms, any issues raised which are deemed by the company as a change request, development or enhancement work will not be completed and the customer will be informed of this. The company reserve the right to use it’s knowledge and experience in order to define what is deemed to be a support request and what is covered under the dedicated support contract terms.

 

Any request deemed by the company to be a change, development or enhancement work, the company will provide the customer with a response and costings. No work will be undertaken unless the customer agrees to the additional costs in writing to the Salesagility team.

 

The company are obligated to provide a break-fix for any paid for support services undertaken and where they have an active support contract. This is a service for users of SuiteCRM where SuiteCRM has undergone a catastrophic failure and is unavailable as a working application.

 

Due to the varied nature and complexity of problems associated with software, the company cannot guarantee a particular fix time for problems. The contracted response times are for diagnosing problems only. Problems will be resolved in line with severity, access, diagnosing and resourcing and any other terms as outlined within the contract.

 

The company will use its best endeavours to notify its customers of any planned or necessary downtime of the service or support with at least twenty four hours notice prior, but some downtime may be unscheduled and beyond our control. We will updated customers periodically throughout the downtime or loss of service should it be required

 

The formation, existence, construction, performance, validity and all aspects of this Agreement shall be governed by Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts.

 

Any notices or other communications under this Agreement to SalesAgility shall be in writing and shall be delivered by first class mail or email to:

 

SalesAgility Ltd

The Spire, King Street

Stirling FK8 1DT

Scotland 

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