1. DEFINITIONS
In these terms & conditions the following expressions have the following meanings:-
A. ‘Software’ means the computer software hereunder;
B. ‘Installation Site’ means the installation site specified overleaf;
C. ‘Commencement Date’ means the commencement date specified overleaf;
D. ‘Annual Licence Fee’ means the total annual licence fee specified overleaf;
E. ‘Annual Support Fee’ means the total annual support fee specified overleaf;
F. ‘Package Software’ typically means 3rd Party software products eg Opera, Sage
G. “Service” means support delivery and / or consultancy services work
2. SERVICE PROVIDED
2.1 The support provided by CSG Computer Services Group hereunder shall comprise of the following:-
A. A guaranteed Response time of within 2 hours for support calls and 8 hours for enquiries.
B. Attention during normal working hours to errors in the software notified to Computer Services
Group during such hours. Computer Services Group will assess the seriousness of the error and determine the appropriate response with a view to the correction of the error or if that is not possible the provision of an alternative solution pending such correction;
C. Provision by CSG Computer Services Group of all legislative changes relating to package software;
D. Provision by CSG Computer Services Group of all updates and enhancements relating to package software determined by Computer Services Group to be appropriate to the customer;
E. Provision by Computer Services Group of such advice and guidance relating to the software as CSG Computer Services Group may consider reasonable;
2.2 Any support outside of that provided under Clause2 hereof shall be the subject of an additional support charge levied in accordance with Computer Services Group standard rates in force from time to time. This could include for example;
i) Parameters to be set up for new forms
ii) Extra Bespoke reports to be produced
iii) Alterations to existing parameters etc
2.3 For the purpose of this clause normal working hours shall mean the hours between 08:00 and 18:00 Monday to Friday excluding bank holidays and other public holidays
3 CONDITIONS
In the event that the software:-
A. Is or has been used in connection with computer equipment not supplied or approved in writing by Computer Services Group;
B. Has at any time been maintained, modified, altered or adjusted by persons other than Computer Services Group or its employees or agents or has suffered attachment of other software not supplied or approved in writing by Computer Services Group;
C. Is or has been used in breach of any of the provisions of the Agreement under which the software was supplied;
Then CSG Computer Services Group shall have the rights (at its option) either to terminate support forthwith or levy such additional charge as may be reasonable in the circumstances.
4 DUTIES OF CUSTOMER
The Customer shall:-
A. Use the software in a proper manner in accordance with the relevant operating instructions from
Computer Services Group and permit only trained & competent employees to use the software;
B. Notify CSG Computer Services Group immediately in the event that the software does not operate
Correctly;
C. Permit full and free access to the software to CSG Computer Services Group, its employees and agents and provide them with adequate working space & facilities at the Installation Site;
D. Not maintain, alter, modify or adjust the software nor attach thereto other software without prior
Written approval of CSG Computer Services Group.
5 CHARGES AND PAYMENT
5.1 Customer agrees to pay CSG Computer Services Group when due the applicable amounts in accordance with the quotation and documentation
5.2 All service and consultancy costs agreed are subject to fair travel time and expenses
6 PAYMENT
6.1 The customer shall pay within 30 days of invoice unless otherwise stated
6.2 Should payment not be made CSG Computer Services Group have the right to revoke services and licensing usage
6.3 CSG Computer Services Group reserves the right to amend the software Annual Licence Fee at the annual renewal date.
7 FORCE MAJEURE
CSG Computer Services Group shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of Computer Services Group being delayed, prevented or hindered in the performance of any of its obligations under this Agreement by reason of any circumstances beyond its control including (but not limited to) act of God, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire or flood.
8 TERMS AND TERMINATION
8.1 Term and Auto-Renewal. Under the Perpetual model, the Agreement and the rights granted herein shall remain effective in perpetuity unless terminated as set forth in the Agreement. Under the Subscription Model, the initial term shall be as set forth in the Documentation. Upon the expiration of the initial term, the Subscription will automatically renew for successive renewal terms equal in duration to the initial term at CSGs then current fees. This Agreement shall take effect on the Commencement date and continue in force for successive periods of 12 months unless terminated by one party or the other giving not less than 3 months notice of termination to the other to expire on the first or any subsequent anniversary of the Commencement Date.
8.2 CSG Computer Services Group shall have the right to terminate this Agreement forthwith by giving notice in writing to the Customer in the event that the Customer shall:-
i) Fail to meet the terms of payment of any Annual Licence Fee or any sum payable hereunder or
ii) Permit or suffer any execution or distress to be levied against the Customer or
iii) Permit or suffer the software or any computer equipment in conjunction with which the software is used to be seized under or be affected by any distress execution or other legal process.
9 RESTRICTION ON ASSIGNMENT
The Customer shall not assign transfer charge or dispose of or purport to assign transfer charge or dispose of this Agreement or any of its rights or obligation hereunder without the prior consent in writing of Computer Services Group.
10 GOVERNING LAW
The construction validity and performance of this Agreement shall be governed in all aspects by English Law and the parties hereto hereby submit to the jurisdiction of the English Courts.