Support & Maintenance Agreement
1. Nature and scope of the maintenance
The parties have also entered into a dealer agreement (“the Dealer Agreement”) regarding certain software solutions developed, owned and licensed by SourceTech (“the Product”), which the reseller has agreed to buy and sell to end-users.
Through this agreement, the support and maintenance (hereinafter referred to as the “Maintenance”) under the Dealer Agreement regarding the Product is regulated.
The Maintenance comprises the services described in the Specification in Appendix #1, to the extent and in accordance with the terms and conditions set forth in this agreement.
2. General Terminology
Unless otherwise stated, the terminology in the Reseller Agreement shall apply to the present SMA.
In the event of any discrepancy between the documents included in the SMA, the terms and conditions of this agreement shall take precedence over appendices attached thereto.
In the event of any discrepancy between the SMA and the Reseller Agreement, the latter shall take precedence over the former.
3. Software-specific terminology
3.1. Program major release
See the Software Applications first number/numbers (e.g. 1.X.X.X)
3.2. Program minor release
See the Software Applications second number/numbers (e.g. X.1.X.X)
3.3. Program build
See the Software Applications third number/numbers (e.g. X.X.1.X)
3.4. Program revision
See the Software Applications fourth number/numbers (e.g. X.X.X.1)
3.5. Program updates
Amendments or alterations of functionality can be made within the frame of current major release, minor release and build.
4 Support object and changes in the Support object
4.1. General
The Support object as defined in this SMA may be adjusted from time to time in a specific list (“Masterlist”). Updates of the list will be done on a quarterly basis and invoicing will be based on this list.
4.2. Masterlist
Masterlist is a register of the Resellers customer and their Support & Maintenance object. The Masterlist is located on https://sourcetech.se/spectra. Masterlist shall contain at least the following;
- End customers name
- A list of all products and program products which have been installed by the supplier (Support & Maintenance object)
- The capital value of respective end customers Support & Maintenance object
- The quarterly fee for respective end customers Support & Maintenance object
- Total capital value of all end customers Support & Maintenance object
- Quarterly fee based on all of the end customers Support & Maintenance objects
- Annual support fee based on all of the Support & Maintenance objects
4.3. Handling and upgrades of Masterlist
Handling of and upgrades of Masterlist will be made by SourceTech. End customer name and other customer specific information.
5. Performance of the Maintenance
Both parties shall conduct Maintenance under this agreement to the extent set forth in the Service Levels Agreement (“the SLA”) in Appendix 1.
The party responsible for the specific Maintenance-action is hereinafter referred to as “the Providing Party”.
The Providing Party shall perform all parts of the Maintenance in accordance with the provisions of this agreement and with the skill and care which the end-user has reason to expect from a company in the industry.
6. Fault Reporting
6.1. Ways to get into contact with SourceTech
Fault reports shall at first hand be made via SourceTech’s support web (https://sourcetech.se/Portal/Issue).
Telephone
+46 (0)8 4080 4110
E-mail
support@sourcetech.se
6.2. Ways to get into contact with the Reseller
Telephone
Defined in dealer details in SourceTech Portal
E-mail
Defined in dealer details in SourceTech Portal
6.3. Process of fault registration
A fault registration will be made via SourceTech support web with a customer reference. SourceTech will respond to the technician/engineer who made the fault registration.
6.4. Escalation Process
- The fault is registered at SourceTech issue tracker by a Reseller technician.
- The appropriate support technician at SourceTech will open the issue and start investigation of the fault.
- If more information about the fault is needed the Reseller technician will be notified by the Issue tracker or directly by our Support team.
- When a solution has been found the Issue will be updated with appropriate information.
- In some cases updating the software is required.
- When the Reseller technician reports that the solution works SourceTech will close the issue.
Whenever an update on the issue is made the issue tracker sends email notifications to both SourceTech and the Reseller.
7. Costs, fees and payment
7.1. Support & Maintenance Agreement
The support price is based on recommended list prices (capital value) of all delivered systems by the Reseller to end-users.
The annual fee for Maintenance and support on Software and Hardware that the Reseller shall pay to SourceTech is based on 8 % of the list price (capital value) for the respective system at the time of the respective purchase.
The support fee is shown in the Masterlist and payment shall be done quarterly in arrears. Payments are against invoice 30 days net.
8. Contact Person
A contact person shall be appointed for each party as regards main responsibility for communication between the parties during performance of the Maintenance. The parties shall notify each other regarding the choice of contact person and any temporary or permanent changes of contact person. If the contact person is to possess special authority, this must be clearly stated in the agreement.
Each party shall notify the other party without unreasonable delay regarding circumstances which may result in a change in the conditions for performance of the Maintenance.
9. Dealer undertakings
The Dealer shall facilitate SourceTech’s performance of the Maintenance by ensuring that:
- in conjunction with defect reports the Reseller provides an exhaustive explanation and, as required, demonstrates the way in which the defect manifests itself in the end-user’s environment;
- SourceTech has access to all documentation regarding products in the maintenance environment;
- agreements concerning third-party products cover SourceTech’s access to software;
- SourceTech has access to premises, when SourceTech deems such access necessary for the Maintenance;
- SourceTech has access to the maintenance environment by remote control.
- The Reseller is responsible for the updating of software, unless otherwise agreed.
10. Maintenance Start Date
Unless otherwise agreed, Maintenance under this agreement shall be provided as long as the Reseller Agreement is in force.
11. Service Levels (SLA)
An agreement regarding service levels (SLA) applies to performance of the Maintenance under this agreement and is attached as Appendix #1.
Service levels, measurement, measurement methods and sanctions with respect to non-attained service levels are set forth in the above-mentioned appendix.
The Reseller shall notify SourceTech without delay in the event actual service fails in any respect to reach, or probably will not reach, the agreed service level.
12. Data security
Customer registers, telephone numbers, passwords and comparable information of importance for end-user’s data security shall be handled by the Reseller in a satisfactory manner and in accordance with the Reseller Agreement. The Reseller is responsible for obtaining necessary permits from end-users in order to make sure that the Maintenance carried out by SourceTech is lawful when it comes to data security.
13. Processing of personal data
The Reseller shall ensure that the processing of personal data within the scope of performance of the Maintenance is in conformity with current law and that necessary permits from end users is obtained.
14. Subcontractors
The Reseller shall not be entitled to retain subcontractors for any part of performance of the Maintenance without SourceTech’s written approval.
The Reseller is responsible for work performed by subcontractors.
15. SourceTech’s breach of contract
If SourceTech materially fails to carry out its undertakings under this SMA, and fails to remedy the breach within 90 days from having received a request to do so, SourceTech shall compensate the Dealer for its direct damages up to a maximum amount of 50 000 SEK. However, damages shall not be paid if SourceTech can prove that the breach of contract was not due to SourceTech’s negligence.
Damages shall not be payable for loss of profits or other indirect losses.
16. The Dealer’s breach of contract
If the Dealer violates a provision of the agreement and not remedy such breach within 30 days from receipt of notice thereof, SourceTech shall be entitled to terminate the agreement with immediate effect and request compensation for its damages.
Irrespective of what is stated in the first paragraph the Dealer shall, for each separate breach pay a fee to SourceTech of 50 000 SEK.
17. Insolvency
Either party shall be entitled to terminate the agreement with immediate effect in the event the other party is placed into bankruptcy, commences composition negotiations, enters into liquidation, or might otherwise be deemed to have become insolvent.
Irrespective of whether or not the agreement is terminated, a party shall be compensated for loss or damage incurred as a consequence of the other party’s insolvency.
18. Claims and time limitations thereon
A party shall complain to the other party of the other party’s breach of contract without unreasonable delay.
A party’s right to apply sanctions due to the breach of contract of the other party terminates two (2) years after the Assignment has been terminated. This limitation does not however apply if the breach of contract is based on gross negligence or an act or omission contrary to good faith and fair dealing.
19. Limitation of liability
In addition to that which is stated in the provision on Reliefs, SourceTech’s liability is limited as follows:
- SourceTech is not liable for indirect losses, such as lost profits, diminished production, costs of retaining another provider, costs of equipment and similar costs or losses.
- SourceTech’s obligation to pay damages in the case of breach of contract is, in the absence of intent or gross negligence by SourceTech, limited to 50 000 SEK.
- SourceTech is not liable for the Resellers loss of data.
- SourceTech is not liable to damages relating to the Resellers commitments in relation to end-users.
20. Force Majeure
A party is relieved from liability for a failure to perform an obligation pursuant to this agreement if the failure is based on a circumstance (Relieving Circumstance) beyond its control and which prevents the performance thereof. As soon as the obstacle has terminated, the obligation shall be performed in the contracted manner.
A Relieving Circumstance shall be deemed to include war, an act of war, an act of public authority, new or amended legislation, a labor market conflict, breakdown of telecommunications, and other similar circumstances.
To qualify for relief under the first paragraph, above, a party shall without delay notify the other party of the Relieving Circumstance.
Notwithstanding the above (with regard to relief from liability), a party may under the stated circumstances rescind the agreement if the other party’s performance of a certain obligation has been delayed by more than four weeks.
21. Term
This Agreement enters into force on the Effective Date of the Dealer registration.
22. Winding up of the Dealer Agreement
Upon termination of the Dealer Agreement, the Dealer commitments regarding the Maintenance as described in this SMA shall remain unchanged.
23. Assignment of the SMA
Neither party may not in wholly or partly assign or pledge its rights and/or obligations under this Agreement to any third party without the prior written approval of the other party.
24. Notices and language
Any notice and other communication concerning application of the agreement to be given by a party under this Agreement (hereinafter called a Notice) shall be in the English language and deemed to be valid and effective if personally served on the other party or sent by mail or e-mail to the following addresses:
Postal address: E-mail:
SourceTech AB info@sourcetech.se
Markörgatan 6A
SE-136 44 Handen
SWEDEN
25. Headings
The division of this contract into separate articles and the insertion of headings shall not affect the interpretation of this Agreement.
26. Amendments
Only those amendments and additions to this contract that are made in writing and signed by the parties are valid.
27. Governing law
This Agreement shall be construed in accordance with and be governed by the laws of Sweden.
28. Disputes
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce for expedited arbitration procedure.
The arbitration proceeding shall be conducted in the [Swedish/English] language and take place in Stockholm.
SLA appendix #1 to Support & Maintenance Agreement
1. Entry into force
This SLA appendix enters into force on the Effective Date of the Dealer registration.
2. Maintenance object
The Maintenance object under this SLA shall correspond to what is stated in the SMA.
3. Service time
SourceTech’s working hours are between 09.00 am to 17.00 pm CET during normal working days, with the exception of Bank Holidays when business is closed.
4. Service lines
4.1. First line support
Scope
- Handle fault reports
- Fault registration
- Allot assignments
- Fault definition
SourceTech undertakings
- None
The Dealer’s undertakings
- According to above-mentioned
4.2. Second line support
Scope
- Handling of known faults – SourceTech has informed the Reseller of these faults
- Fault corrections in accordance with SourceTech’s instructions
SourceTech undertakings
· Inform about known faults
- Responsible for fault correction when known faults
Dealer undertakings
- According to above-mentioned
4.3. Third line support
Scope
- Handling of unknown faults
- Fault correction
SourceTech undertakings
- According to above-mentioned
The Resellers undertakings
- Report unknown faults to the SourceTech