Ways of Working Dec 2015

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1 KPMG Hands-On Management Pty. Limited 147 Collins Street Melbourne Vic, 3000 GPO Box 2291U Melbourne Vic 3001 Australia ABN: Ways of Working Dec Annual Software Maintenance Plan Maintenance Plan renewal for these licenses will be on an annual Opt-Out basis. If you have not notified KPMG of Opt-Out within Renewal Deadline then KPMG will renew the licenses and invoice immediately. This is in line with 3 rd party supplier arrangements and cannot be varied. Cost of renewal will be calculated on the value of the licenses held. Any additional license modules or user licenses purchased before the renewal date will be included in the calculation. KPMG will endeavour to remind you before the Opt-Out deadline, but in all circumstances will hold you liable for renewal costs unless a written Opt-Out is received before the deadline. An Opt-Out can be registered through the KPMG Helpdesk. The renewal will occur every year in for the life of this Work Order unless you elect to opt-out. License renewal is required in order for KPMG to fully support your Business Systems. Failure to renew license will restrict the services provided by the 3 rd party supplier and therefore services that KPMG can offer. Should you choose to Opt-Out of renewal, the vendor may impose penalties at a later date if you wish to re-establish the Maintenance Plan. From time to time 3 rd party suppliers may vary the conditions and cost of Maintenance Plan license renewal. In this event you will be notified of the changes and will be subject to the changes unless they explicitly Opt-Out of future renewals. 2 Additional licenses KPMG will provide additional licenses as requested from time to time by you and as agreed to by KPMG. These licenses will also be provided under Addendum B of the Terms (Software Licensing). The client may request additional licenses through the KPMG Helpdesk. Additional licenses will be invoiced immediately and cannot be refunded. Additional licenses will be automatically included in any annual renewal and therefore will incur ongoing costs to you. 1

2 3 Help Desk Services KPMG will provide support as requested by you to ensure continuing operation of the Business Systems. Support will be provided in response to an incident reported via using KPMG Helpdesk (Helpdesk). Incidents include: o o o o An unplanned interruption to your Business System(s). Analysis of system behaviour that is not in line with your need or expectation. Detection of a failure that has not yet interrupted service (such as a failed component in a redundant system). Specific 1-on-1 tutoring on system functionality. 3.1 Logging of incidents Incidents may be logged with the Helpdesk by phone, , customer web portal or other mechanisms that may be made available in the future. Once logged, incidents will be subject to fees on a time & materials basis and to Service Level Agreements as defined below. By logging an incident you are authorising KPMG to expend effort in resolving up to the agreed Initial Response Effort. If the incident is not resolved in this time, a summary report will be provided to you on progress to date and will include a requestion for the authorisation of additional effort. No further effort will be expended until you have provided written authorisation ( is acceptable). You may decline to pursue the issue further and the incident will be closed without further cost. At no point can KPMG provide estimates to the time required to resolve a support incident Escalation to 3 rd parties From time to time, KPMG may escalate issues to 3 rd party vendors for assistance. KPMG will charge the client for all time expended in doing so. If a code change is provided by a third party vendor, for instance via a patch or hotfix, then KPMG will provide an estimate for the cost of merging, testing and deploying the supplied changes. Help Desk Availability Incident Support will be provided to you through either on-site or remote means during the times defined above as Help Desk Availability. It is your responsibility to ensure remote access is available to Helpdesk staff. 3.4 Service Level Agreement - Response Times KPMG will provide agreed response times to logged incidents depending on the assessed severity level. The agreed response times are outlined below and KPMG will use reasonable endeavours to meet those response times. Response time refers to the time it takes for KPMG to begin working on a problem, not to resolve the problem. Depending on the severity level, the following are the maximum response times for network, server, business software or services problems: Level 1 Critical / System Down Description Production stop due to product or major feature failure, or data corruption; Unable to log into system; Unable to complete essential business processes. E.g. Can t access/open the AX system 2

3 2 - High Urgency and High Impact (HUHI) 3 High Urgency with Low Impact (HULI) 4 Low Urgency with High Impact (LUHI) 5 Low Urgency with Low Impact (LULI) Major feature/product failure; Inconvenient workaround to complete essential business processes; Issue is impacting the entire business. E.g. Journal will not post or journal cannot be imported Convenient workaround exists but system not fully functional as required; Requires resolution urgently; Impacting a small number of users. E.g. Reports not working Minor feature/product failure; Convenient workaround exists; Does not require immediate resolution but impacting a large number of users. E.g. AR allocations issue Business As Usual work performed as Change Requests. Not time critical but require resource management. E.g. Training or a new report 3.5 Escalation of critical issues Upon receiving notification of a Level 1 issue, the issue will be immediately escalated to senior staff. KPMG will use our reasonable discretion to determine what level of severity a particular issue is given. You will be made aware of this determination and will be kept advised either by phone or via the KPMG web site, of progress being made on finding a resolution. On a Level 1 issue an update will be available each hour. 3.6 Access to Environments Provision of support, and response within the agreed response times, is dependent on access by KPMG support staff to suitable non-production and production environments hosted either by you or KPMG. It is your responsibility to maintain access for Help desk staff and to notify KPMG of any changes in the access processes. Any costs involved in establishing, maintaining, refreshing or accessing suitable environments will be charged on a time & materials basis. 3

4 4 Training The client may request delivery of one-on-one or group training. Training will be provided under the Helpdesk Support services. 4.1 Training requests The client may request training by raising a request through the Helpdesk (Training Request). Where possible a Training Request should describe the training required and describe the circumstances of the person or people receiving the training. If necessary KPMG will contact the person raising the request to provide more detail or to resolve any unclear aspects of the requirement. 4.2 Training quotation and approval Once a Training Request has been received KPMG will provide a quotation. If sufficient information is available then the quotation will be provided without charge to the client. The training cannot be conducted until written approval is received by you ( approval is acceptable). The quotation will include an estimate of the effort required, including both preparation and delivery. Unless otherwise agreed training will be delivered onsite using suitable facilities and equipment to be provided by you. Unless otherwise requested fees will be charged on a time and materials basis and deducted from your Support Balance as consumed, or charged as casual rates as per the agreed rate card. Clients may request fixed price. 4

5 5 Specialist Advice KPMG will provide a system specialist on request to provide advice to you on the use of your Business System(s) (Specialist Advice Request). These services may be delivered remotely or onsite as required by you. 5.1 Limitations Specialist Advice is restricted to the effective use, and possible extension, of the features of your Business System(s). Under no circumstances will it include advice on financial, taxation or management practices. 5.2 Specialist Advice Requests You may request ad-hoc consulting by raising a Case through the Helpdesk. Where possible a Specialist Advice Request should be as specific as possible about the urgency and details of the advice required, in order to assist KPMG in allocating a suitable resource. If necessary KPMG will contact the person raising the request to provide more detail or to resolve any unclear aspects of the requirement. 5.3 Quotation and approval Once a Specialist Advice Request has been received, KPMG will provide a quotation. If sufficient information is available then the quotation will be provided without charge to you. The advice cannot be delivered to you until written approval of the quotation is received you, ( approval is acceptable). Unless otherwise requested fees will be charged on a time and materials basis and deducted from your Support Balance as consumed, or charged as casual rates 5

6 6 Specifications Definition of specification Such specification will define the functional change necessary, the technical steps to be executed to produce that change, the testing required to verify that the change has been implemented and the risks associated with the change. Specification requests You may request the creation of a specification through the Helpdesk. Where possible a Specification Request should describe the business context of the required change and a detailed description of the requirements. If necessary KPMG will contact the person raising the specification to provide more detail or to resolve any unclear aspects of the requirement. 6.3 Specification quotation and approval Once a Specification Request has been received KPMG will provide a quotation for the creation of the specification. If sufficient information is available then the quotation will be provided without charge to you. No work on the specification will start until written approval is received by you ( approval is acceptable). The quotation will include an estimate of the effort required to produce the specification and the terms under which fees will be applied. Unless otherwise requested, fees will be charged on a time and materials basis and deducted from your Support Balance or charged as casual rates. Clients may request fixed price. If the Specification Request does not contain sufficient information to allow KPMG to provide a reasonable estimate then KPMG reserves the right to recommend and quote additional ad-hoc consulting services necessary to clarify requirements and discuss possible solutions before a quote for the specification is provided. If possible the quote for the specification will include an estimate of the range of effort likely to be required to fully develop and deliver the solution. This range does not form part of the quotation and is provided to help the client evaluate whether the envisaged business benefits justify approval of the specification, given the likely total cost. The range will be created on best effort using the available information. The final specification will provide an updated confirmation of the effort required to deliver the solution. If the request involves significant changes to process, system or infrastructure then KPMG reserves the right to recommend that the change is delivered using Implementation Services. In particular this will be done if the change involves analysis, change management, risk or training. Once the specification quote is approved it will be assigned to a consultant for creation. The consultant may contact you to clarify requirements or to discuss possible approaches. Alternatively, if the requirement is clear a specification may be produced based on the information provided. 6.4 Creation of specification The consultant may involve other KPMG resources as required to complete the specification. You will be charged for all effort by KPMG staff directly involved in the production of the specification. This may include, but is not limited to: Functional or industry specialists. Project management Quality assurance activities including specification reviews. 6

7 All such efforts will be included in the estimate provided in the quote for the specification. Unless specifically authorised the client will not be charged for any effort required by KPMG staff to train themselves in specific application functionality or industry practices. 6.5 When is a specification required Specifications may include, but are not limited to: Changes to business rules enforced by the system. Changes to user interface to improve the efficient operation of the system. Addition of an automated interface to an external system. Changes to existing reporting facilities or the addition of new reporting functionality. Changes to infrastructure, services or hosting of the system in order to improve performance, stability or robustness. Specifications are not required for: Application of vendor supplied hotfixes or patches. Advice on use of existing functionality. Group or 1-on-1 training. Routine maintenance. Ad-hoc support tasks to resolve faults Specifications for Configuration only changes You are free to undertake configuration changes to your Business System at any time, and KPMG may recommend such changes as part of ad-hoc support. However, if significant configuration changes are intended, KPMG recommends that a specification be produced, even if no code or infrastructure changes are required. Creation of a specification better ensures that there has been due consideration of functional, operational and support considerations and that risks have been identified and managed. Delivery of Specification When complete, the specification will be delivered to you electronically for review and approval. The responsible consultant will be available by phone or to discuss the specification and any issues raised by you. If required by you the responsible consultant may produce and release a final version of the specification to you. 6.8 Change to requirements If at any point changes to the requirements by you require significant additional effort the consultant may elect to issue a Change Request to you to authorise additional fees. No work will be done on the additional requirements until the Change Request is approved in writing by you ( is acceptable). In the event that the Change Request is not approved by you the consultant will complete the specification based on the original specifications. 6.9 Abandonment At any time you may request that work on the specification be halted, should you decide that the business benefit no longer justifies additional effort. In this instance you will be charged for all effort expended to date, up to any agreed fixed price. 7

8 6.10 Approval for Delivery of specified changes Written approval of the delivered specification will constitute a Solution Delivery Request, as defined below. 8

9 7 SOLUTION DELIVERY You may request delivery of solution defined in a previously supplied specification (Solution Delivery Request). Solution delivery will be provided under Terms Addendum D (Software Development and Enhancement Services) as appropriate. The specification will include all actions required to deliver and confirm the change as well as the fees to be applied and the process under which they will be billed. In lodging the Solution Delivery Request you are authorising the delivery of services as outlined in the specification and the application of the associated fees. Unless otherwise requested delivery will be on a time & materials basis, deducted from your Support Balance. 7.1 Request for Solution delivery of previously specified solution The client must request Solution delivery via the Helpdesk. 7.2 Revision of fees KPMG reserves the right to revise the quoted fees if any external changes have materially changed the costs required to deliver the changes as specified. These circumstances may include, but are not limited to: Changes in costs or fees for 3rd party product, license or services. Change to client Business System, processes or infrastructure. Any such changes will be discussed with and approved by the client before any work starts. 7.3 Delivery Processes Development and delivery of the specified changes will be undertaken in line with any agreed specific development or deployment processes you may have, where appropriate. If you do not have specific arrangements in place then development and delivery will be in line with established KPMG development and deployment methods. KPMG reserve the right to change these processes without notice to improve quality or efficiency. 7.4 Environments The fees included in the specification assume that suitable development and testing environments are available for your system(s) hosted either by you or KPMG. Any costs involved in establishing, maintaining, refreshing or accessing suitable environments will be charged on a time & materials basis. Development of the changes will proceed on the basis of the information provided in the approved specification. The responsible consultant, or other KPMG resources, may contact you if any issues are identified that require resolution. If you are aware of any changes in requirements then they should be communicated to the consultant for consideration. Any material changes in the requirements, solution or technical design will be incorporated in an updated version of the specification for delivery to User Acceptance Testing (UAT). 7.5 Changes to requirements If at any point the requirement changes by the client change the scope of the solution or the effort required to deliver then the consultant will issue a Change Request for approval before any effort is 9

10 expended on the changed requirements. Should the Change Request not be approved then the solution will be delivered as per the approved specification. 7.6 Delivery to UAT environment When complete the solution will be deployed into an agreed UAT environment for testing and approval for production deployment. Delivery to UAT will include any specification update and other required documentation. Deployment will include draft Change Control instructions to be used in later deployment to production. It is your responsibility to subject the solution to suitable verification and to approve it for deployment to production. KPMG will provide any required support during this User Acceptance testing process. Any defects detected during testing by you must be communicated in writing to KPMG. 7.7 Delivery to Production On approval for production release KPMG will make the changes available as per any agreed production deployment processes Deployment of the change into production, whether by the client or KPMG, will be taken as complete acceptance of delivery. 10

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