Software Maintenance and Support Terms & Conditions
- Terms and conditions
The terms and conditions herein governs the maintenance of and support for the software products listed in the maintenance agreement, which has been provided to the CUSTOMER.
- Acceptance of contract, start
The global maintenance agreement is concluded by written acceptance of the order by CUSTOMER . The maintenance obligation commences and is conditional upon (1) acceptance of the Software Maintenance and Support Terms and Conditions (this “SMSTC“) by CUSTOMER and (2) the acceptance of the CUSTOMER of the separate Software Maintenance Contract, (3) satisfaction of all the obligations under paragraph 5 herein and (4) receipt of the first payment.
- Contact person
The CUSTOMER appoints a contact person for the software that is to be maintained as part of the software packages specified in the maintenance agreement. RGU requires that the contact person has the necessary professional expertise through training or instruction. If this is not the case, the CUSTOMER offers to have the contact person participate in a corresponding training course, if RGU so requires. If a so qualified contact person is not or no longer available at the CUSTOMER’s, RGU is entitled to terminate the customer service agreement regarding the software without notice.
FOR APAC SUPPORT:
Foundry Resource Planning and Consulting Pvt. Ltd.
Old Chhani Road, Vadodara-390024
Workhours: 09am – 06pm IST (India Standard Time)
Support can be given on-site, via phone, email or remote access, whatever is appropriate.
- Scope of performance
The purpose of the software support is to keep the software programs made available to the CUSTOMER updated to the most recent version released by RGU. The maintenance service relates in principle to the unity of the contractually defined software modules (ease-of-use).
The software support services relate in each case to the most recent program version provided to the CUSTOMER by RGU.
Applicable to the STANDARD System of FRP(R)only. Not for special and any ustomized functionalities whatsoever.
4.1 Software application support
RGU will provide support for the effective application of the installed STANDARD software by giving the user oral or written application information and instructions if so requested by phone or in writing. RGU will regularly inform users about application fields and ranges developed by them.
4.2 Software development
RGU will provide users with information about software updates and supplements for the software modules listed in the contract. Furthermore, the user will receive the updates and supplements to the software released and tested by RGU with installation instructions and supplementary software descriptions. The CUSTOMER shall be responsible for installing the software updates (including installation on test system and testing).
4.3 Supplements to the software description
To the extent that manuals or software descriptions are provided as part of the supply agreement or a supplemental order, RGU will provide the manuals or software descriptions thus edited or amended as part of this software support agreement.
CUSTOMER specific supplements and their documentation are not part of the standard manuals and descriptions. CUSTOMER has to ensure these are documented by their own action.
4.4 Reporting software errors
Per defintion any software fault or problem must be reproducable by RGU and accordingly verified. If software problems that have not been detected by RGU occur after expiry of the warranty period stipulated in the supply agreement, RGU will provide support by phone for the removal of such software problems.
To the extent that a software error which has remained undetected prior to the error report cannot be removed by oral or written assistance, the CUSTOMER is entitled to on-site support by RGU in the event of an acute disruption of business operations. If the software problems cannot be resolved immediately by on-site support, RGU will assist the CUSTOMER in developing an interim solution.
For on-site support, the CUSTOMER will make the following available to RGU:
a) a written description of the issue
b) identification of the error area (package, short code, program name)
c) reproducibility of the error
d) a screen shot of the error
e) input and output data
f) in the case of faulty calculation results, intermediate results where applicable
g) log files.
Categories for error reporting
Category 1: No harmful impact on the function of the system, e.g. defective appearance
Category 2: System functionality is impaired, but not in a way that the system cannot be used. The error can be circumvented with organisational or otherwise economically appropriate resources, e.g. manual recording of data.
Category 3: Severe impact on system functions, system is not usable, the error cannot be circumvented. E.g. severe deviations from functional specifications, data cannot be saved or processed data is saved or processes defectively.
Response time for acute malfunctions (category 3):No later than on the workday following the error report (start of error removal) or on mutual accord.
If necessary, the CUSTOMER shall provide access for remote maintenance (remote connection). By means of this connection, RGU can access one of the CUSTOMER’s computers. This connection also serves to transmit program versions, supplements etc. to the system environment of the CUSTOMER. RGU is entitled to remove errors by means of providing a new version. A newly introduced release is also serviced by RGU for a maximum period of two years, even if more recent release versions are already available.
RGU is not liable if
a) changes are made to the contract software by the CUSTOMER or third parties which RGU has not approved in advance and in writing, unless the CUSTOMER proves that the unauthorised changes are not in any way related to the errors that have occurred or lead to an increase in maintenance work, hence that it does not entail any increased effort in locating, limiting and removing the error.
b) the CUSTOMER uses the software under conditions that do not comply with the maintenance specifications or with the conditions for use in the manuals.
4.5 General user support
In addition to the above mentioned services, the CUSTOMER is entitled to written support or support by phone for any occurring software errors that have been caused by operational errors, power failure, force majeure, hardware errors or other causes that are not due to faulty software.
If the program carriers are damaged by hardware or operating errors, RGU will provide assistance in restoring the programs or supplies, if restoration is not possible, a program substitute in the respective most recent version of the software product will be provided. The program carrier shall be provided by the CUSTOMER.
- Commencement of services, special conditions
Upon expiry of 6 months after installation of the software, a software support contract must be concluded for the first time. Upon conclusion of a support contract, the installed software must be updated to the most recent version before the contract becomes effective. These costs shall be borne by the CUSTOMER. The obligations of
RGU to perform only become effective after the update. If the update is not performed within three months after conclusion of the contract, the contract lapses. Any support fees already paid at this stage will not be refunded.
- Support exclusions
The performance does not include updates of the operating system and of the database software or ANY third party software. If an update of the application software (RGU software) requires a corresponding update of the operating system and of the database software, the CUSTOMER is responsible for ensuring such updates. If application software that is not subject to a support contract must be updated as part of general system adaptations, such packages will be charged at 18 times the monthly maintenance rate. Company-specific special programs are not included in the general software support service. The additional time and material required adapting company-specific programs to a new program update will be charged separately. The adaptation of such programs also requires that they were generated on the basis of RGU system programs. Such programs are identified in the installation by a special company mark. The same applies if RGU adapts standard software specifically for the company by special programming.
- Obligations for the CUSTOMER
The CUSTOMER ensures that RGU has unrestricted access to the devices as well as unrestricted access to the programs, data and documentation, and that sufficient test time is available. Before requesting on-site support, the CUSTOMER shall make absolutely sure by consultation by phone or in writing that the problem which has occurred falls within the scope of this maintenance agreement. If it is determined in the course of the on-site support that the problem was not caused by an error in the RGU software, the support services will be charged separately to the CUSTOMER. RGU software that has been modified by the CUSTOMER is excluded from support.
7.1 Set-up of test environment
The development of a test environment is necessary to implement configuration changes, updates and patches for the software products in an isolated environment without affecting the production system.
The CUSTOMER is required to make an environment that is suitable for testing available. Two general requirements apply:
separation of the test environment from the production environment test environment must be technically and materially identical to the production environment Depending on the corporate structure, the CUSTOMER’s IT Security Officer or Head of the IT Department is responsible for setting up the test environment.
7.2 Hardware requirements
In addition to the program version and configuration, the test environment should also be as similar as possible to the hardware deployed in the production environment to obtain relevant test results.
7.3 Set-up of a change management system
To be able to track configuration changes and updates, a change management system must be developed. Change management is an organisational system in which all changes in the test and production system are logged. In doing so, all changed software components, such as configuration files and program objects, are recorded in two states: before and after the update.
As in the case of setting up the test environment, the IT Security Officer or the Head of the IT Department is responsible for making the change management available.
- Confidentiality and data protection
RGU undertakes to treat as confidential all documentation that is made available by the CUSTOMER to RGU for the performance of the contract and to comply with the Personal Data Protection Act and which has been identified as confidential to RGU or personal data (as defined under the Personal Data Protection Act) which is provided to RGU, for an unlimited period of time. Both parties are obliged to treat all knowledge of business secrets of which they become aware as part of the contractual relation as confidential and as a breach of the same will allow RGU or the CUSTOMER to claim damages and/or apply for an injunction from the court. The above obligation does not apply to unprotected ideas, concepts, experiences and other techniques that result from the performance of the contract and that relate exclusively to the data processing.
- Prices and payment terms
The monthly support fee is stipulated in the order. It is due for payment net within 14 days after receipt of the invoice and without deductions. If payment is not made within the payment term, the right to the contracted services lapses. The fee is charged in each case anually in advance. Any deviation from these payment terms must be stipulated in writing in the maintenance agreement.
The maintenance fee covers all services listed in paragraph 4, except for travel time and travel expenses in the case of on-site support, which will be charged separately on the basis of our rates for travel expenses applicable at the time when the service is provided.
A general increase of the maintenance fee is not permitted in the first six months after conclusion of the contract. The increase must be notified at least three months in advance. The CUSTOMER is entitled to terminate the contract subject to a notice period of one month for the date on which the price increase becomes effective if the price increase exceeds previous prices by 10 % or more based on Singapore price index, for which purpose the aggregate amount of multiple increases in one year will be taken into account.
Any services requested by the CUSTOMER which are not covered by the flat-rate fee will be charged according to time and material including the incurred travel times and expenses. The amount will be charged after the services have been provided. This provision also applies if the services of RGU have been rendered based on an error reported by mistake. Prices are exclusive of any applicable Goods and Services Tax. An off-set against claims of the CUSTOMER is only permitted if such claims are uncontested or have been established with final and binding effect. Off-sets on an intra-group level are not permitted.
- Warranty, contract amendments
The aim of the software maintenance services is to allow trouble-free use of the installed software products.
For the term of the contract, RGU warrants that the maintenance services are devoid of errors that may jeopardise the aim of the contract. In the event of reported defects, RGU must be given an adequate period for resolving the defects. If RGU fails to comply with its obligation to remove the defect, the CUSTOMER is entitled to terminate the maintenance contract after unsuccessful expiry of a grace period. In the event of termination, the CUSTOMER will be refunded for maintenance fees paid by the CUSTOMER in advance for the period after termination.
Force majeure events that substantially impair RGU’s ability to perform or make performance impossible entitle RGU to postpone performance of its obligations for the time of the impairment and an appropriate lead time.
In all other respects, performance under the agreement shall be governed by RGU’s General Terms and Conditions.The terms herein is agreed is agreed for an indefinite period. It can be terminated subject to a notice period of 6 months for the first time with effect as of the minimum term stipulated in the contract; thereafter, subject to the same notice period, for the end of the calendar year.
- Terms and conditions
Contract amendments, part validity
Amendments to the contract must be done in writing; supplements to the agreement become part of this contract. The invalidity of a provision of the contract does not affect the validity of the remaining provisions. The invalid provision will be replaced with the corresponding statutory provision, if any, and if there are none, the invalidity shall be severed and the contract shall have force and effect within the commerical interpretation of the contract
without the severed term.
Place of performance is [in the country of the CUSTOMER]
Place of jurisdiction for resolution of disputes is Singapore and subject to the exclusive jurisidiction of the Singapore Court.
Governing law of the contract: Singapore law.
Last updated: 2020-09-08