Caliach Support Terms and Conditions - OBSOLETE FROM 8th March 2013
This document is for Historical Reference Purposes Only
TELEPHONE SUPPORT AND SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS
The terms and conditions of this agreement apply in whole to Licensees within the United Kingdom. Outside the United Kingdom support may be provided through distributors authorised by Caliach. Authorised distributors may have their own terms and conditions which may add to or supersede the terms of this agreement, but which in any case form part of this agreement for Licensees served by these distributors.
1.1 Caliach or its agents or authorized distributors will provide telephone support from within the United Kingdom for the Software between 0900 and 1300 and between 1400 and 1800 local time, Monday to Friday excluding UK public holidays. When Caliach or its agents or authorized distributors staff are not immediately available the Licensee should make use of such alternative contact facilities provided so that Caliach or its agents or authorized distributors can respond. The Licensee shall bear all communication costs relating to a support encounter.
1.2 Caliach or its agents or authorized distributors undertakes to use its best endeavours to verbally answer questions with the intention of assisting the Licensee in the operation and use of the software.
1.3 Telephone support will be provided only to the named person ("the Contact") listed on the Customer Registration Form and Caliach or its agents or authorized distributors shall not be obliged to provide it to any person other than the Contact without the prior written consent of Caliach or its agents or authorized distributors in advance.
1.4 The Licensee agrees that telephone support is not designed to be used as a substitute for formal training, and Caliach or its agents or authorized distributors reserve the right to deny telephone support should, in their sole discretion, the Licensee be deemed to be abusing the telephone support facility in this manner.
1.5 Caliach will provide from time to time maintenance updates for the Software correcting identified faults within and adding such functional enhancements that Caliach may at its sole discretion incorporate ("Updates").
1.6 Any services required by the Licensee beyond the scope and limitations of Clauses 1.1, 1.2, 1.3, 1.4 and 1.5. may be provided by Caliach or its agents or authorized distributors at the current rates then in force or offered at the time by Caliach.
1.7 If the Licensee so requests, Caliach may supply upgrades of the Software to a different version from that herein listed for an additional license upgrade fee that Caliach at its sole discretion may decide to charge. In the event of the Licensee purchasing such upgrades this Agreement will be deemed to transfer without loss of rights to the new version ("Upgrades").
1.8 Caliach or its agents or authorized distributors service in this Agreement excludes the following:
(A) software installation or other activities that would require the presence of its staff on the Licensees site;
(B) customization to the Software or the operation of any part of the Software that has been modified by the Licensee;
(C) repair of data files that can not be undertaken by standard procedures provided in the Software; and
(D) support for any other software program including operating system that is not listed as part of the Software herein.
1.9 Caliach may perform its obligations under this Agreement through agents.
2 BUGS AND FEATURE ENHANCEMENTS
2.1 Caliach will be the sole judge of whether a problem encountered constitutes a Software error ("Bug"). If accepted as a Bug Caliach undertakes to use its best endeavours to rectify it in the following Update of the Software. In general, although not exclusively, Bugs are events or results of actions using the Software which do not correspond to the behaviour predicted for the Software published in the Software specification, reference book or on-line help.
2.2 If requested by Caliach the Licensee shall provide whatever information, reports and data as is considered reasonable by Caliach to enable the cause of a problem reported by the Licensee to be fully identified and verified by Caliach such information being held and used in strict confidence by Caliach.
2.3 Caliach has the sole discretion over the adoption of program functional changes into Updates or Upgrades. In general, enhancements are considered by Caliach to fall into the following categories:
(A) Minor enhancements of general value to all users: Such may be incorporated into Updates of the Software;
(B) Major enhancements of general value to all users: Such may be incorporated into Upgrades subject to Clause 1.6.
(C) Special Licensee-specific feature enhancements: Such may be incorporated into Updates, Upgrades or as Special User Features as a commissioned programming project which the Licensee shall pay for at the current prevailing rate and falls outside the terms of this Agreement.
2.4 The Licensee agrees to exclusively use the "Caliach Problem and Feature Suggestion Form" from time to time issued for the purpose by Caliach when reporting each Bug or seeking each Software enhancement.
3 FEE AND PAYMENT
3.1 The Licensee agrees to pay the Licence Fee.
3.2 Additional Charges will become payable if the licence details set out in the Licence Order Form are changed during the term of this Agreement.
3.3 In the event the Licensee fails to pay the Licence Fee and/or Additional Charges as determined in Clause 3.2 herein in accordance with the Payment Terms as herein provided within ten (10) days of presentation or fails to observe or perform any term or condition herein and such default shall continue for a period of ten (10) days then Caliach may, at their option, and in addition and without prejudice to any other remedies, declare the entire amount of unpaid Licence Fee and/or Additional Charges immediately due and payable, or terminate this Agreement or both.
4 DATA, LIABILITY AND CARE
4.1 The Licensee shall on its own account back-up all data and program files prior to carrying out actions on the data or program recommended by Caliach and itself subsequently check the consequences and determine any further action.
4.2 The Licensee shall carry out procedures as recommended in the reference book for the Software and any notes on the use of the Software supplied from time to time by Caliach.
4.3 The Licensee agrees to the terms of the software license for the Software and the limited warranties contained therein.
4.4 Caliach shall not be liable for any loss of data, damage to data or consequential losses resulting therefrom as a result of advice to the Licensee or services provided by Caliach in the execution of its obligations under this Agreement.
4.5 The Licensee shall indemnify and hold Caliach harmless from and against all loss, claims, costs, expenses, damages and liabilities, including reasonable legal fees, which Caliach may suffer or be required to pay arising out of injuries to persons (including death) or damage to property resulting from or pertaining to the use or operation of the Software occasioned by the negligence or willful misconduct of the Licensee's agents, employees, licensees or invitees.
5.1 The support terminates on termination of the Licence for whatever reason.
6.1 This Agreement is governed by and shall be interpreted in accordance with English law.
6.2 This Agreement is not transferable without the written consent of Caliach.
6.3 Neither party shall be liable to the other for any delay loss damage or injury caused by acts of God, strikes, civil commotion, war fire, explosion, sabotage, storm, flood, fog, earthquake or breakdown in the public telecommunications network.
6.4 The foregoing terms shall form the entire Telephone Support and Software Maintenance Agreement between the parties.
6.5 In the event of conflict between these terms and the Software Licence Agreement, the provisions of the latter shall take precedence.
QA: RST04 modified 7th May 2003