THIS AGREEMENT is made the _____ day of ______________ _____
BETWEEN:-
(1) Advensys Limited, Company Number 3484059 of
63a Borough Street
Castle Donington
DERBY
DE74 2LB
and
(2) ______________________________________
______________________________________
______________________________________
______________________________________
The scope of this agreement is the provision of Support for and Software Upgrades to an Advensys System Installation, which the organisation named in (2) above operates in the course of its business activities.
Each Page of the Agreement should be initialled by the representative of each organisation, who will sign the schedule at the end.
IT IS AGREED AS FOLLOWS:
(1.1) The Party named in (2) above shall simply be referred to as "the Customer", for the remainder of this agreement.
(1.2) Advensys Limited may be referred to simply as "The Company" for the remainder of this document.
(1.3) Advensys System or Advensys Software means the Computer Software authored by Advensys Limited and supplied in modular form, which has been written using the Magic Application Development and Deployment System, for the purpose of assisting clients in their Core Business Activities.
(1.4) Magic Application Development and Deployment System shall mean the Software toolset produced by Magic Software Enterprises Ltd (MSE). This is a necessary component of the system, and is entirely separate from Advensys authored software. Hence, its content both now and in the future are entirely outside the control of the Company.
(1.5) Support means the provision of Advice and Assistance regarding the Advensys product, by the Company to a Trained and Competent individual within the Customer's organisation.
(1.5.1) Advice means discussing the implications of actions which may occur or might have occurred on the Customer's Advensys Installation, and shall be limited to a reasonable amount of time.
(1.5.2) Assistance means help to track down and remedy any problems within the Supported Module, or within the data it maintains. Specifically this may entail: - Repair to Damaged Files where possible - Identification of the cause of a problem - Instigation of a software fix if the problem is due to an Advensys software fault - Stipulating any Remedial action which the customer must take to remedy problems caused by operators
(1.5.3) A Trained individual means a person working for the customer, who has partaken of the relevant explanatory procedures for understanding the concepts and operation of the Advensys module concerned, where the explanation or induction has been conducted by personnel who work for Advensys Ltd
(1.5.4) A Competent individual means a person working for the customer who has received training from Advensys personnel, and in respect of whom such personnel have noted that there is no underlying problems with: - His/her ability to operate computer equipment - His/her grasp of day-to-day business operations - His/her spoken and written English
(1.6) Advensys Software Upgrade means a new release of the Advensys software, which may contain New Features, Bug Fixes and other enhancements to the Software and its operating procedures.
(1.7) Emergency is a situation in which all users on a site are unable to use the Advensys system due to:- - File Server Failure - Telecomms failure between ALL site users and the File Server - Data File Corruption - Operating System Failure - Complete Application Software Failure.
(1.8) RFS means a Request For Service, which is a call initiated by the customer or occasionally by Advensys support staff, to notify a problem or request that some action be taken in relation to the system.
(1.9) Operating System means the third party operating software, which provides the platform on which all Application Software runs. Examples are SCO Unix, Windows NT, Novell etc., and any "layered" products from the authors of the Operating System. All trademarks are recognised.
(1.10) Operating System Support means the configuration of the Operating System for the purpose of running the Advensys Software. It in no way implies the fresh or upgrade installation of an Operating System, nor the acquisition of media for that purpose on behalf of the customer
(1.11) Definition of System Modules is as follows:
(1.11.1) System Manager is the module used to set-up who has access to the Advensys Software, what they can do, and how the system will behave according to various flag settings in Parameter files. Additionally, System Manager may include the following Services and Tools.
- Tape Check
Regular remote check via modem that the nightly data backup has taken place
satisfactorily.
Monthly physical check of a backup tape sent to Advensys for verification by
a different machine
- Basic Datacare
Regular remote check via modem that key parameters of the system are in
balance and reconciled, typically but not exclusively or exhaustively:
Aged Debtors and S/L Control
Aged Creditors and P/L Control
Stock Valuation and Stock Nominal(s)
Outstanding GRN and GRN Reserve
- PC Tools
Specialist reports within the Advensys software, which allow for export of
data in a way which imports easily into a spreadsheet such as Lotus 123 or
Microsoft Excel
(1.11.2) Sales Order Processing is the handling of a Sales process not conducted on a face-to-face basis with the customer. For example, handling Telephone Enquiries, raising Quotations, conversion to Firm Orders, Allocation of Stock, Picking and Despatch of Goods. It includes Telesales.
(1.11.3) Point of Sale is the handling of a sales process usually on a face-to-face basis, where customers may pick stock themselves, or the stock is held behind a sales counter. The goods are required immediately, and customers may pay in Cash or on Account (if appropriate).
(1.11.4) Purchase Order Processing is the raising of a Purchase Order with a single, specified supplier principally for buying goods to be used in manufacturing or goods directly for resale. The process may involve raising Quotations, or generating Firm Orders from Contract or Replenishment (Low/High) Purchase Orders. Back-to Back Purchase Orders for Direct shipment of goods from Supplier to Customer or where the goods are specially ordered against a Firm Sales Order are also covered.
(1.11.5) Purchase Requisitioning is the raising of a request to acquire certain items through Purchasing, Manufacturing, or Transfers between Service Centres. A single requisition may contain items where some may need to be bought, whilst others are made etc. The requisitions may be generated by direct entry or system generated as a result of Sales Order Processing, Point of Sale, Sales Forecasting or Low/High Purchase Orders. Template Requisitions allow for the construction of a requisition relating only to specified product groups.
(1.11.6) Stock Control is the maintenance of a file of Products and Services, which the company may buy or sell during the conduct of its business. It includes the maintenance of Stock Levels via Stock Adjustments and Stock Taking procedures. Supersession of one product by a newer product, and secondary product file for importing parts lists of competitors, or items, which might conceivably be sold but not stocked.
(1.11.7) Nominal Ledger Control is the maintenance of Static Data required to run the system, such as Financial Calendars and associated Posting Periods, VAT rates etc. as well as the maintenance of the Chart of Accounts, definition of Profit & Loss and Balance Sheet etc.
(1.11.8) Nominal Ledger Postings is the posting through the Nominal Ledger arising from Journals, Recurring Transactions, Fixed Asset Depreciation etc.
(1.11.9) Sales Ledger is used to manage the Customer Debts owed to the Company for Sales made (usually as a result of Sales Order Processing or Point of Sale). It includes Invoicing, Sales Credits, Customer Payments and Sales Ledger Journals.
(1.11.10) Purchase Ledger is used to manage the debts owed to Suppliers by the Company (Creditors). It includes facilities for Posting Invoices resulting from goods supplied against Purchase Orders, as well as direct "ad hoc" postings, Purchase Credits, Payments and Journals.
(1.11.11) Workshop is used for managing the servicing and repair of machinery, (whether chargeable work or under warranty), and consists of facilities to book parts and Labour to specific jobs. It interfaces with the Point of Sale Module.
(1.11.12) Hire module is used to manage the hiring of equipment to Account and Retail customers. Advanced bookings and plant availability are tracked, along with Plant profitability. The module is integrated with Sales Order Processing and Point of Sale, along with Fixed Assets and Workshop.
(1.11.13) Manufacturing is the production of finished goods from raw materials by combining them in various Operations. The cost of the finished item is the result of the costs of raw materials and the cost of labour and overhead as applied through various standards for the production of the item concerned. The module includes the Bill of Materials maintenance, Work Order Maintenance, Production Receipts, Material Allocation and Backflushing, along with Production Planning Reports. Also included is the Finish To Order Function within Sales Order Processing, so that simple production activities may be conducted directly from within the Sales Order Function.
(1.11.14) Logistics is the delivery of product to customers, primarily with vehicles under the direct control of the customer's staff. In essence it entails the definition of a series of scheduled Journeys to which customer deliveries may be assigned, where such journeys are based upon some kind of rota.
(1.11.15) Sales Prospecting is the promotion and marketing of the customer's goods and services to other organisations or individuals. Sales Prospecting is integrated with the Sales Ledger, so that an existing customer is also a sales prospect, and prospects may be classified by Industry Type, Number of Employees, Turnover, as well as specific areas of interest in relation to the products and services being promoted. Response may be generated from various media such as Direct Mail, Advertising, Faxing, Tele-canvassing etc. Dialogue with prospects reflects steps in the Sales Cycle.
(1.11.16) Management Information System is the production of meaningful information to embellish the information supplied in basic P&L or Balance Sheets. This includes reporting of Sales Performance at the Customer, Product, Sales representative, Country and Region Levels. It also includes set-up and reporting at the product hierarchy level, so that Buying, Selling and Stocking of the Products and Services in which the company deals, may be reported in a meaningful manner.
(1.12) First Point Support is the process of determining the nature of all System Problems and
Enquiries, and then to follow through such issues to a satisfactory resolution, regardless of
whether the problem is one of:
- Operating Software
- Third Party Software connected to the Advensys system
where this was supplied by the Company
- Hardware
- User Understanding/Operator Error
All dealings concerned with this should be logged within and handled via the RFS system.
(2.1) The Customer accepts the definitions in the previous section, and attention is drawn particularly to Support and Upgrade. The Customer will operate the system in accordance with the proper procedures, and using Trained and Competent personnel.
(2.2) Support and Upgrade Services are provided during the following times:-
9.00am to 5.00pm Mondays to Thursdays
9.0am to 1.00pm and 2.00pm to 4.00pm on Fridays
These hours do not apply to Public holidays, where the office will be closed. The office will
also be closed for the period between 11.30am on Christmas Eve to the first working day
after January 1st. However, any customer who is working on non-public holiday days in the
Christmas period will by prior arrangement have access to a member of support staff who
will be available by mobile phone.
For emergencies notified one hour or more prior to close of support on the day concerned,
then a minimum of one extra hour of support will be given in an attempt to remedy the
situation.
(2.3) Support is payable on a Monthly Basis, unless payment terms differ and are explicitly stipulated under "notes" in the schedule to this agreement. Support will be payable no later than the fifth working day of the month to which the support charge relates, and Support may be withheld until the monies owed have been paid. An invoice will be issued by the Company with a Tax Point of the first day of the month, which will cover the period concerned. Support will normally be payable by Standing Order, although customers who wish to settle their account by cheque may do so, but the Company reserves the right to make a ten percent surcharge above the standard tariff.
(2.4) Upgrades to the Advensys Application are supplied on a regular Basis, and the Customer will ensure that the new software is loaded within seven (7) days of receipt of the upgrade media. Media used for the upgrade (cartridge tape) will be returned promptly to the Company.
(2.5) The Company accepts no liability for any loss incurred by the customer, whether this be proven to be or suspected of being as a result of operating the Advensys system, regardless of cause
(2.6) The Company will record all significant contact between its support personnel and the Customer via its Request For Service (RFS) system.
(2.7) The Company will make an initial response to any problem within four working hours of notification, and will make all reasonable endeavour to resolve a problem without delay. After initial response the Company reserves the right to arbitrarily prioritise RFS work in order to deal with the most critical, and to maximise the benefit to its entire customer base.
(2.8) The customer will provide Direct Line Modem Access to the File Server when requested.
(2.9) Support does not cover the fixing of problems caused by inadequately trained or incompetent personnel who operate the customer's computer system.
(2.9.1) Support does not cover fixes required as a result of deliberate and malicious acts by operators.
(2.9.2) Support does not cover fixes required as a result of Customer personnel using the Database Views, and amending data.
(2.9.3) If the training and accreditation of such personnel was conducted by the Company with respect to the item, which needs to be fixed, then the Company will fix it at no cost to the customer
(2.9.4) Where the remedy cannot be executed under the terms of this support agreement, the customer will be advised of the action necessary, and the cost of that action, should Advensys personnel be required. An hourly charge in accordance with the Annual Charges Schedule will be made for Remote or On-site work.
(2.10) Major items of Bespoke work developed for the exclusive use of a customer (eg. an Industry-specific Electronic Data Interchange facility) require a Mandatory Support Charge to be levied on the item, which will be a sum agreed between the Customer and Advensys, and will be identified specifically in the Schedule to this agreement. The charge will enable Advensys to provide support and to ensure that the Bespoke work will be current and operable with all future upgrades, for the duration of the support.
(2.11) With every Advensys upgrade, the customer will be furnished with ALL source code to the Advensys application, which will reside upon his file server.
(2.11.1) Unless specifically stipulated in the schedule to this agreement, the customer has
no rights to utilise this source code, save in the event of Advensys:-
- Ceasing to trade
- Becoming insolvent
- Undergoing a change of control or Reassigning Copyright.
(2.11.2) In the case of the exceptional circumstances of 2.11.1 above, the customer may utilise this source code in conjunction with a suitably qualified third party in order to establish alternative support arrangements.
(2.12) All on-site visits made in connection with Support or Upgrade work are chargeable at the current tariff per mile for such visits, measured as the distance between the Company's offices and the customer site.
(2.13) For customers operating multiple companies on the same file server, an additional element of support is chargeable, which is known as a Trading Entity Supplement
(2.14) Operating System Support does not cover the reloading and configuration of the operating system after a hard disc reformat or replacement, or the installation of an OS upgrade or patch. This is chargeable work, and will be charged at the published rate. The alternative is to have a suitable hardware support contract with a Third Party Supplier, under which reloads are covered.
(2.15) Support of the Operating System does not include the supply of upgrades to the operating system, which will need to be purchased separately. This is because such third party software pricing is outside the control of the Company.
(2.16) Support of other Third Party Software, linked into the Advensys software does not include the supply nor loading of Upgrade releases of that third party software, which will need to be purchased separately.
(2.17) The company retains the right to recharge the time and any mileage charges incurred in providing hardware fixes if the hardware concerned is not under a third party hardware maintenance contract.
(2.18) Charge-out rates shall be from the standard company price list.
(2.19) The Company reserves the right to engage the services of any third party organisation, in the resolution of problems, where that organisation can bring to bear skills or advice, which Advensys support staff deem beneficial to the customer.
(2.20) The Company reserves the right to engage a suitably qualified third party in the running and management of the Help Desk facility.
(3.1) The agreement will continue from year to year, provided that the customer:
-Pays promptly for the support/upgrade service as agreed
-Incurs no arrears on other items or services bought from the Company
-Deploys suitably Trained and Competent personnel to operate the system
(3.2) Support/Upgrades may be suspended if the customer is in arrears regarding payment for support/upgrade, or in arrears regarding other items or services purchased from the Company. In such circumstances, the customer will be informed in writing (usually by fax) that his account is on "Credit Hold", and that the Agreement will be suspended until arrears will have been cleared.
(3.3) Other than in the event of Insolvency or Ceasing to Trade, the Company may only terminate the
agreement in the following circumstances:
-The customer persistently fails to Pay promptly for any invoices outstanding, which have
not been disputed in writing
-The customer consistently deploys inadequately trained or incompetent personnel
-The Advensys Installation becomes unsupportable
(3.4) The Advensys installation may only be deemed unsupportable due to:
-The unavailability of Magic Software on the Customer's Computer Hardware and Operating
Software for whatever reason
-The Advensys product being terminated within the product portfolio of the Company.
(3.4.1) The Company intends that Advensys software will have a minimum System life of three years post implementation
(3.4.2) The company undertakes to provide an upgrade path to other software, should Advensys system life be less than three years, save under the conditions of 2.11.1 above.
(3.5) The Customer may terminate the agreement at any time, giving ninety days notice in writing, during which period payments will continue
(3.6) If the Company terminates the agreement under the terms of 3.3 and 3.4 then the period of notice shall be ninety days, but support will only be given provided that the contract is not being terminated due to customer arrears.
(3.7) Should the Customer fail to pay for invoiced support over an extended period, ie. for more than sixty days after the end of the last support period for which monies were received, then the Company reserves the right to declare the Support Agreement terminated.
(3.8) If the Customer's Support Agreement is terminated, under the conditions of 3.7, and several months elapse before the customer requests a resumption of service, then the Company reserves the right to make a charge for the elapsed months. This shall be determined as follows:
(3.8.1) All arrears will have to be cleared in full by the customer, prior to reinstatement of the Agreement
(3.8.2) The Company will supply a quotation for the work required to upgrade the Customer's system to the latest version of the Advensys product, prior to resumption of support
(3.8.3) The Upgrade will take place, and must be paid for prior to resumption of support
(3.9) Should the Customer terminate this agreement prior to engaging a third party organisation to provide support of any kind, and should the customer subsequently wish to return to a direct support arrangement, then the Company reserves the right to make a chargeable inspection of the installation prior to resumption. After inspection, the Company may refuse to reinstate the agreement at its discretion and without further explanation of that decision.
Customer Name: _____________________________________
Address: _____________________________________
_____________________________________
_____________________________________
_____________________________________
Telephone: ____________________
Fax: ____________________
Modem: ____________________ Available Y/N __
First Contact: ____________________________ Ext.: ______
Second Contact ____________________________ Ext.: ______
Out of Hours: ____________________________ Tel.: ________________
Server: ___________________________________
Operating System: ______________________________
Standard or Specify:_______________________________
Advensys Modules SUPPORTED
(Yes/No)
System Manager __ User Class: _______
Tape Check: __
Basic Datacare __
PC Tools __
Sales Orders ____
Point of Sale ____
Purchase Orders ____
Requisitions ____
Stock Control ____
Nominal Ledger ____
Sales Ledger ____
Purchase Ledger ____
Workshop ____
Hire System ____
Manufacturing ____
Logistics ____
Sales Prospecting ____
Management Info ____
Customer Name: _________________________ (Continued)
Bespoke Module(s) No: ___
Specify: _________________________________
_________________________________
_________________________________
Multi-company Support ---- (Trading Entity Supplement)
Other Items
Mileage Charge: o_______ per mile to ___/___/____
Is first point support required (Y/N): _____
Is Operating System Support required (Y/N): ____
Are rights granted to utilise source code, except under the terms
of 2.11.1 (Y/N): _____
If Yes, stipulate the scope of those rights:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Customer Name: __________________________ (Continued)
SIGNED by _________________________________
(Print Name) _________________________________
on behalf of Advensys Limited
Date of Signature: ______________
SIGNED by _________________________________
(Print Name) _________________________________
on behalf of:
________________________________________ (customer name)
Date of Signature: ______________
Advensys System Support and Upgrade Agreement - 2001.a