Innormax, LLC – Support Terms and Conditions
Support Terms and Conditions
In this agreement the following definitions shall apply:
1.1 “Initial Term” – means the initial period for this agreement, unless stated specifically otherwise this will be one full year.
1.2 “Support Year” – means the 12-month period following the anniversary of this agreement.
1.3 “Support Terms” – means this agreement.
1.4 “Support Manager” – means the individual at the Company responsible for managing the Helpdesk facility associated with the Software.
1.5 “Support Service” – means the service being provided by the Company under these terms, specifically a Telephone Helpdesk Service, Error Correction Service and Update Service.
1.6 “Director” – means a Director at the Company that a matter can be escalated to for a decision.
1.7 “Working Hours” – means 09:00 am to 5:00 pm. Monday to Friday except federal holidays.
1.8 “International Support Hours” – means 24 hours Monday to Friday except on USA and Sri Lankan public holidays.
1.9 “Order Form” – means the Company document on which the Customer places an order and is signed by a responsible officer of the Customer.
1.10 “Designated Equipment” – means the computer hardware, operating system, database, communications equipment and other related infrastructure.
1.11 “Effective Date” – means the date on which the services detailed in this agreement commence, for clarity this does not necessarily mean the execution date of this agreement.
1.12 “Software” – means the computer program(s) supplied by the Company to the Customer for which the Support Service is being provided.
1.13 “User Manual(s)” – means the documentation supplied with computer program(s), physical or online, which describes how the software should function under normal operating conditions.
2.1 These Support Terms relate to the provision by the Company to the Customer of Support Services. The Software being supported under this Support Agreement, will be known as the Software and is detailed in the Order Form as amended from time to time by additional Order Forms.
2.2 The Company will provide the following as part of the Support Service:
- a Telephone Helpdesk Service as described in more detail in clause 3 of these terms;
- an Error Correction Service as described in more detail in clause 4 of these terms;
- an Update Service as described in more detail in clause 5 of these terms.
2.3 The Support Service will be provided to the Customer during Working Hours. The Customer may take advantage of the Company’s Support Service which operates during International Support Hours. The Company does not have to provide any Support Service outside Working Hours or International Support Hours unless it agrees otherwise in writing. Support Services supplied outside Working Hours or International Support Hours may be charged for on a time and materials basis.
2.4 The Support Service will only be provided by the Company to authorized Customer Representative(s).
3. Helpdesk Service
3.1 The Helpdesk service shall be provided as follows:
- The service may be accessed during Working Hours or International Support Hours by telephoning the number referred to at https://www.innormax The number may be changed from time to time, in which case the Company will notify the Customer of the new number 30 days in advance of any change. Company prefers the email support by emailing [email protected] . Support team will use MS teams or other remote meeting tools to support the users.
- The Company will make sure that suitably qualified and skilled staff are available on the helpdesk during the hours referred to.
- The Company’s staff will use reasonable efforts to resolve any reasonable query relating to the Software or its use or operation referred to them by the Customer’s Representative(s).
4. Error Correction Service
4.1 An error for these purposes is, any failure by the Software to operate in all material respects in accordance with the User Manuals that apply to it; or any other material defect in the Software which has an adverse effect on its use or operation.
4.2 If an error in the Software occurs, the Customer must notify the Company as soon as it is reasonably possible to do so. Notification may be by phone or e-mail (via the numbers and e-mail address referred to [email protected].
4.3 Once it has received notification of an error, the Company will log the error in its service management system and allocate the error a reference number which will be provided to the Customer Representative.
4.4 The Company will then use its reasonable endeavors to correct the error and provide the Customer with a resolution or corrected version of the Software within the time limits set out below in clause 9, the time limits vary according to the nature and severity of the error. The Company will be responsible for determining how severe the error is (and therefore what time limits apply). If the Customer is unhappy with the severity level assigned to a given error by the Company, the Customer will have the ability to escalate the matter to the appropriate Support Manager within the Company. If agreement cannot still be reached with regards the severity level assigned the matter will be referred to a Director of the Company for a final and binding decision.
4.5 The Company’s obligation is only to use its reasonable efforts to correct the relevant error and supply a corrected version of the Software within the applicable time limits; these time limits are not absolute. Severity categories and applicable time limits are set out in clause 9 below, failure by the Company to meet these time limits will not constitute a material breach for the purposes of these terms or Agreement.
4.6 While investigating an error, the Company may identify a possible method of using the Software which avoids the error or minimizes its effect, and which does not result in substantial extra inconvenience or expense for the Customer (a “Workaround”). If a Workaround is identified and notified to the Customer, then the Customer must implement the Workaround as soon as possible. Once a Workaround has been notified to the Customer, the Company may reallocate the relevant error to another severity category as set out in clause 9.
4.7 Once the Company has corrected the error, it will notify the Customer. Where appropriate, the Company will then supply a corrected version of the Software to the Customer and, if requested by the Customer, will give the Customer instructions on how to install the corrected version of the Software. The Customer will be licensed to use the corrected version of the Software on the relevant terms set out in the relevant license agreement / terms.
4.8 The Company may use any reasonable means to correct error. It does not have to attend on site at the Customer’s premises unless it considers that to be the only reasonable means of correcting the error. If requested by the Company, the Customer will (provided that it is technically possible to do so) make a copy of the Software and data in which the error has been identified and will send that copy to the Company by the quickest reasonable means.
4.9 The Customer and the Company may agree that the Customer will provide the Company with remote access to the Customer’s system in order to enable the Company to try and correct the error. If so, then unless agreed otherwise the Customer will be responsible for setting up the remote access (and providing the facilities necessary to enable it to take place) and for paying all charges associated with that access. The Company must comply with all reasonable requests of the Customer in relation to the remote access and its use. The Customer may stop remote access by the Company but, in that case, the Company will not be liable for any failure or delay in providing Support Service arising as a result of remote access being stopped.
5. The Update Service
5.1 An update for these purposes is a corrected or updated version of the Software other than one:
- which includes substantial new functionality as compared to the version already in use by the Customer; or
- which is intended for use with a different operating system or different Designated Equipment to that with which the Customer is licensed to use the Software under the relevant license agreement.
5.2 If while these Support Terms are in effect, and the Company makes an update generally available to its licensees, it will supply the Customer with the update under these Support Terms and without additional charge.
5.3 The Customer must install and implement updates within 30 days of being supplied with them. This obligation will not apply if: I. the update does not have the same or better functionality to the version it replaces; or II. the update contains known errors of severity category 4 or above (as described in the table below clause 9).
6. Customer’s Obligations
6.1 The customer will:
- comply with any reasonable instructions that the Company gives the Customer relating to the use of the Software or the related User Manuals;
- provide free of charge suitable access to the premises of the Customer or under the control of the Customer, its servants or agents and the Software as installed on the Customer’s Designated Equipment, its terminals and PCs as may be reasonably requested by the Company during Working Hours or as otherwise agreed;
- ensure that only trained employees (or persons under their supervision) are allowed to operate the Software;
- maintain a suitable internet link, as agreed by the Company, to enable the use of on-line fault identification and correction tools by arrangement with the Customer;
- co-ordinate calls to the Company via an internal help desk or Customer Representative or similar arrangement to provide points of contact;
- as soon as it is practical to do so:
- inform the Company of any suspected error of which it becomes aware; and
- use reasonable endeavors to provide such further information relating to the suspected error as is available to the Customer and which the Company may reasonably request in order to perform its obligations under this Agreement;
- commit adequate resources and permit such access to Company staff and provide promptly all information and documents, as may be reasonably requested by the Company to enable the Company to perform its obligations;
- provide suitable media (including tapes or other media as required), working area and storage space as may be reasonably required by the Company at no charge to the Company;
- where reasonably requested provide to the Company, in a form and on media to be agreed on a case-by-case basis, data to enable the Company accurately to emulate the Customer’s IT environment, for the purpose of providing Support Services; and
- notify in writing at least 10 Working Days in advance of changing any, or all, of the Customer Representatives.
7. Payment and Charges
7.1 The Order Form sets out the annual support & maintenance fee and other charges payable by the Customer under these Support Terms. Unless otherwise expressly set out in the Order Form, the annual support & maintenance fee is due annually in advance of the commencement of each Support Year, the first such payment being due and payable on invoice following receipt of a signed Order Form.
7.2 Time spent in respect of any on-site visits pursuant to clause 4 of these Support Terms that is in excess of any pre ordered or contracted days, as specified in the Order Form, shall be charged on a time and materials basis.
7.3 The Company may increase the annual support & maintenance fee by a reasonable percentage to reflect increases passed onto it by the software author(s) and inflationary cost increases in general. Only one increase may be made to the annual support & maintenance fee in relation to each Support Year. The revised annual support & maintenance fee will then apply in the following Support Year.
8. Term and Termination
8.1 These Support Terms will come into effect on the Effective Date for an Initial Term. It will then continue on an annual basis until terminated in accordance with clause 8 of these Support Terms or the other relevant terms of this Agreement.
8.2 For the duration of the Initial Term this Agreement cannot be terminated by either party for any reason other than material breach. After the Initial Term the Customer may extend the agreement for a further term but in any case, for a period not less than 1 full year.
8.3 The Company or the Customer may terminate these Support Terms by giving not less than 90 days written notice, provided that such a notice must expire on the last day of a Support Year. For the avoidance of doubt, no refund, credit or cancellation of all or part of an annual support & maintenance fee that falls due will be given to the Customer if the Customer fails to give such notice, and no pro rata refund, credit or cancellation will be given to the Customer of the annual support & maintenance fee in respect of any current Support Year irrespective of the period of notice given.
8.4 Termination of these terms will not automatically terminate any other Agreement that may be in place between the Customer and the Company at the time of termination. Furthermore, termination of these terms will not automatically terminate any software license agreement that maybe in place.
9. Severity Levels and Target Resolution Times
|Description||Example||Service||Target Fix Time|
|Priority ONE||System down or failure.||Data corruption or major system failure that prohibits users from logging in or using the system.||Support call as soon as possible and certainly within 30 minutes Updates every 2 hours or at agreed time. Monitored by senior consultant Escalated to support manager after 2 hours. Escalated to a director of the company after 4 working hours.||To have a resolution within 4 working hours.|
|Priority TWO||Critical Business Process or System Function Failure.||Payment run failure or inability to produce sales invoices therefore impeding a major business function.||Support call as soon as possible and certainly within 30 minutes Updates every 3 hours or at agreed time. Monitored by senior consultant Escalated to support manager after 4 working hours. Escalated to a director of the company after 8 working hours.||To have a resolution within 6 working hours.|
|Priority THREE||Program Failure||Problem affecting one user or one non-business critical function.||Support call as soon as possible and certainly within 60 minutes. Updates every 4 hours or at agreed time. Monitored by a senior consultant daily Escalated to support manager after 2 working days Escalated to a director of the company after 5 working days.||To have a resolution or workaround within 1 working week.|
|Priority FOUR||Request for information or request for a cosmetic change||General query of the “How do I, How can I” type. Would like something changed within the system that is cosmetic or a nice to have.||Support call as soon as possible and certainly within 4 hours. Updates daily or at the agreed time. Monitored by senior consultant daily. Escalated to support manager after 7 working days.||To have an answer to the question within 1 working day or a workaround within 2 working weeks and a resolution if one is possible within 30 working days.|
Last Updated: April 3, 2023.