Contents. Cunninghams SLA V1. 20/11/2014 Page 2

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2 Contents 1.0 Customer Agreement Definitions Term Service Call Procedures Software Services Service Levels and Fault Management. (Software.) Hardware Services Service Levels and Fault Management. (Hardware.) Escalation Procedure Customer Responsibilities Exclusions from Coverage Added Scope Items Pricing, Invoicing and Payment Termination and Extended Term Warranty Disclaimers General Anti-Virus Schedule of Hardware and Software Software Upgrade Agreement SUA Cunninghams SLA V1. 20/11/2014 Page 2

3 1.0 Customer Agreement. THIS AGREEMENT is made between: The Customer printed on the Maintenance Agreement and The Supplier being Cunninghams Epos Solutions of Headley Technology Park, Middle Lane, Wythall, Birmingham, B38 0DS, UK. 1.1 Definitions. In this agreement, unless inconsistent with the context or otherwise specified, the following words shall have the following meanings: Agreement: This agreement as may be varied or amended from time to time in accordance with this agreement including any schedules attached. Business Days: Monday to Friday excluding official public holidays. Customer: The organisation who has entered into this agreement. Supplier: The organisation who is offering this agreement. Hardware: All Hardware which is subject to coverage under this agreement and listed on the Maintenance Schedule. Software: The software listed on the Maintenance Agreement. Help Desk: This is the area dedicated to the Telephone and Internet Support of our Customers with a current Maintenance Agreement. Support: Assistance by the helpdesk in remotely identifying and, if reasonably possible, remotely repairing the problem on site. Call: The communication from the help desk to dispatch an engineer to attend a problem at a site. Callout: The engineer attending site. Call Priority: The priority assigned from help desk to the call. Problem: The reported failure of either the software or hardware. Repair: The return of problem Hardware/Software to good operating condition. Close Call: When the problem at a site has been repaired and the result has been communicated to the helpdesk as required by the agreement. Resolution Time: The total time taken by the supplier to resolve a fault. Such periods shall commence once the supplier has given a response. Response: In relation to a fault, notification from the supplier help desk to the customer. Response Time: The time taken by the supplier s helpdesk to give a response in relation to a fault. (This time shall commence when the customer notifies the supplier of a fault. Service Levels: The levels of performance which the supplier is targeted to meet. System: Hardware/software supplied by the supplier. SUA: Software Upgrade Agreement. Cunninghams SLA V1. 20/11/2014 Page 3

4 2.0 Term This agreement shall commence on the date shown on your Maintenance Schedule and can only be terminated after the expiry period of 12 months. This agreement shall be deemed to have been renewed automatically for additional 12 month periods unless you have notified the supplier at least sixty days prior to the expiry term of this agreement or any extension thereof. Cunninghams SLA V1. 20/11/2014 Page 4

5 3.0 Service Call Procedures Service Calls are logged via , telephone or our website and will be handled by our telephone support team or onsite by our engineers. All service calls are logged in a PC program with call, response time and time onsite being recorded The service line is manned Monday to Friday 08:00 to 17:00. Saturday 09:00 to 16:00. Service call times can be made Monday to Friday 08:00 to 17:00. Saturday 09:00 to 16:00.calls made outside of these times are considered Out of hours calls as below The service and support telephone number is The service and support is : epossupport@cunninghams.co.uk Out of hours calls are for Emergencies only. Monday to Friday 17:00 to 23:00 Saturday 16:00 to 23:00 and Sunday 10:00 to 23:00. Excluding Easter Monday & Christmas Day. Site visits will not be made during out of hours cover under this agreement. Cunninghams SLA V1. 20/11/2014 Page 5

6 4.0 Software Services. The supplier agrees to provide the following services: Consultation. The supplier will make available, appropriately qualified technicians to answer questions about the software and other system related queries. Call Tracking. In relation to any calls which report a fault (as defined in section 5 ) The supplier will monitor response time and resolution time achieved for the fault in question. The supplier shall log faults upon receipt of notification from the customer or, if earlier upon becoming aware of the fault. Patches. On notification of a fault which requires a patch to be applied, the supplier will supply the correct patch to the software with installation instructions which will enable the software to function in accordance with the specification. Cunninghams SLA V1. 20/11/2014 Page 6

7 5.0 Service Levels and Fault Management. (Software.) The customer and the supplier have agreed to define fault priorities based on the business functions which are affected by the fault in question. For the purposes of 5.0 the following definitions shall have the following meanings: Critical Failure: An emergency situation in which the software failure is significantly affecting the business of the customer; Material Failure: A material failure in the software resulting in loss of functionality or degraded performance, but without significantly affecting the business of the customer; Minor Failure: A minor failure of the software, causing minor inconvenience and little or no loss of functionality or performance. In relation to each category of fault, the supplier will endeavour to follow the response and resolution times outlined below: Fault Categorisation Response Time Resolution Time Critical Failure 4 Working Hours 8 Working Hours (Next Day) Material Failure 4 Working Hours 3 Working Days Minor Failure 8 Working Hours 5 Working Days These times are not guaranteed by the supplier and may rely on: The supplier having access to the Hardware and fault; The supplier having access to any passwords as required; Updates being passed swiftly through the testing process. Cunninghams SLA V1. 20/11/2014 Page 7

8 6.0 Hardware Services The supplier agrees to provide the following services: Maintenance of Hardware. The supplier agrees to provide maintenance services in accordance with this schedule at the customer sites and to perform the service at levels to maintain the hardware in good working order as reasonably determined by the supplier. Hardware. The PC, POS Hardware including Touchscreen, EPOS printers, (Receipt printers), Cash drawer and all other peripherals supplied by the supplier to the customer, installed at the customer site. It does not include any problems caused by customer or third party hardware or software including but not limited to: Incorrect operation of touchscreen hardware; Incorrect operation of any back office software which results in a perceived hardware fault; Incorrect setup of data which results in a perceived hardware fault. Consultation. The supplier will make available, appropriately qualified technicians to answer questions about the software and other system related queries. Call Tracking. In relation to any calls which report a fault (as defined previously), the supplier will monitor and report the response time and resolution time achieved for the fault in question. The supplier shall log faults upon receipt of notification from the customer or, if earlier upon becoming aware of the fault. Spare Parts. The supplier shall provide all spare parts required to maintain the hardware in accordance with this agreement. Where new parts are needed, all new parts shall be furnished on an exchange basis and shall be new or suitable used parts. All defective parts removed from the hardware shall become the property of the supplier and the exchanged parts shall become the property of the customer. Any parts are replaced due to negligence or other actions of the Customer or Third Party will not be covered under the agreement and will be Chargeable. Disposal of Defective Parts. The supplier shall be responsible for the disposal of all defective parts removed from hardware in accordance with this schedule, and shall carry out such disposal in accordance with all applicable environmental and other laws. Maintenance Materials, etc. The supplier shall provide maintenance materials, tools, documentation, site management guide, diagnostic and test Hardware necessary for the hardware services, such items at all times to remain the exclusive property of the supplier. Training. Upon request from the customer from time to time, the supplier shall provide suitably qualified and experienced personnel at the suppliers head office for the purpose of training the customer s staff in the operation and use of hardware. This will have a cost attached, a quotation will be provided on request. Unsupported or Legacy Hardware. The supplier reserves the right to preclude or delete any Hardware which it considers to be Unsupportable or where parts are no longer available. Cunninghams SLA V1. 20/11/2014 Page 8

9 7.0 Service Levels and Fault Management. (Hardware.) The customer and the supplier have agreed to define fault priorities based on the business functions which are affected by the fault in question. For the purposes of 7.0 the following definitions shall have the following meanings: Critical Failure: An emergency situation in which the hardware is significantly affecting the business of the customer. Material Failure: A material failure in the hardware resulting in loss of functionality or degraded performance, but without significantly affecting the business of the customer; Minor Failure: A minor failure of the hardware, causing minor inconvenience and little or no loss of functionality or performance. In relation to each category of fault, the will endeavour to follow response and resolution times outlined below: Fault Categorisation Response Time Resolution Time Critical Failure 4 Working Hours Next Day Material Failure 6 Working Hours 2 Working Days Minor Failure 8 Working Hours 3 Working Days These times are not guaranteed by the supplier and may rely on: The supplier having access to the Hardware and fault The supplier having access to any passwords as required Cunninghams SLA V1. 20/11/2014 Page 9

10 Customer fault reports are escalated as follows: 8.0 Escalation Procedure Escalation Level Escalation Time Cunningham s (Person Responsible) Level 1 Within SLA Support Desk Level 2 SLA breached by 8 working hours Support Supervisor Workshop Supervisor Level 3 SLA breached by 24 working hours Systems Manager Service Manager Level 4 SLA breached by 40 working hours Operations Manager Cunninghams SLA V1. 20/11/2014 Page 10

11 9.0 Customer Responsibilities Customer shall use reasonable efforts to train appropriate personnel (Qualified Users) in the operation of the Hardware and Software. Customer shall either: Provide a reasonably trained employee to work with/assist the supplier, during normal operating hours to troubleshoot any Hardware faults, and/or resolve any operational or procedural problems found; or Provide the supplier engineer onsite use of the sites telephone for access to the support desk for assistance and call closing. Customer shall be responsible for ordering, installing and using those (customer replaceable) consumable items which conform to the hardware specifications and which are necessary for routine operation of the Hardware, such as paper, printer toner/drum, swipe cards. Customer shall use reasonable efforts to allow the supplier access to the hardware. Customer shall be responsible for ensuring that a remote connection via an internet based support tool is available for use when required. (Categorised response times cannot be guaranteed as part of this service level agreement if this is unavailable.) Cunninghams SLA V1. 20/11/2014 Page 11

12 10.0 Exclusions from Coverage The service items below in sections below are outside the scope of this agreement, the supplier has agreed to provide pursuant to this agreement and therefore are excluded from coverage under the terms of this agreement. Except as otherwise provided herein, the supplier neither promises to provide nor is obligated to provide any of such services. Electrical work external to the hardware. The supplier is responsible for the validity of the customer software data base. The supplier is not responsible for its contents and any changes made. Consumable materials and supplies used with the Hardware. The supply and updating of any 3 rd party software, however the supplier will, upon request advise the Customer on any hardware or software that should be protected by some form of virus protection software/system. This includes Operating Systems such as Microsoft Windows. Internet and Network Connections. It should be noted that some elements of the system will require an always on internet connection for such things as on-line payments. The customer shall be responsible for this and make provision for the supply and updating of any anti-virus software and Internet Security. The use and updating of any 3 rd party Operating system (MS Windows) as supplied with any Hardware for use with any system supplied by the supplier is at the discretion of the user. The use and updating of any 3 rd party client management software as supplied with any Hardware for use with any system supplied by the supplier is the responsibility of the customer. Due to thousands of variants of computer Viruses & Trojans, recovery from infections will be done on a best effort basis and charged at time and materials at Supplier s standard hourly rates. The supplier does not accept responsibility for anti-virus software updates nor for ensuring that the periodical subscription renewals are met. It is the Customers responsibility to maintain a Back-Up Procedure to reduce Data Loss due to a system failure. The supplier will not be responsible for the recovery of lost data where a suitable Back-Up is unavailable. Cunninghams SLA V1. 20/11/2014 Page 12

13 11.0 Added Scope Items The services below are items that are not priced into the standard support fees. However, the supplier will perform services described in this section for an additional time and materials fee charged at an hourly rate. Problems to Hardware to the extent caused by any other Hardware or device not covered by this agreement or otherwise approved by the supplier. Problems caused by customer s failure to supply adequate electrical power. Problems caused by customers own I.T networking solutions and network cabling/wiring. Other Hardware, peripherals, attachments or devices not covered under this agreement or otherwise approved by the supplier. Operating supplies not meeting Hardware manufacturer s specifications. Problems caused by use of the Hardware other than customer s reasonably intended use. Problems not involving the supplier or its agents and caused by accident, abuse, neglect, misuse, unauthorised maintenance, negligence or deliberate act including but not limited to the following: Improper handling, shipping or storage of the Hardware prior to or after installation. Foreign objects or substance falling on or leaking onto Hardware. Lightning and/or storm, acts of war or terrorism, fire or flood or power interruption not caused by the supplier or the Hardware, and other natural disasters such as tornado, earthquake and hurricanes. Changes made via the government to monetary values, sizes and weights which may affect Hardware and Software performance or requirements. Cunninghams SLA V1. 20/11/2014 Page 13

14 12.0 Pricing, Invoicing and Payment. Payment and pricing will be covered under your Maintenance Schedule. Cunninghams SLA V1. 20/11/2014 Page 14

15 13.0 Termination and Extended Term. The supplier is not responsible for failure to fulfil any obligations due to causes beyond its reasonable control, provided however, if any such delay is reasonably expected to last longer than 60 days, then the customer has the right to cancel all or any portion of this agreement upon at least thirty (30) days written notice. The supplier shall use best efforts to provide as much advance notice as possible of any such anticipated failures. The supplier and customer shall each have the right to terminate this agreement without prior notice upon the occurrence of any of the following events: If the other customer petitions for a reorganisation under the bankruptcy act, or is adjudicated bankrupt, or if a receiver, trustee or liquidator is appointed for the customer s business. Customer admits in writing its inability to pay its debts as they become due. Should the customer choose to terminate or not renew the Maintenance Agreement, but will be still using the system, relevant software licenses will need to be purchased annually. Cunninghams SLA V1. 20/11/2014 Page 15

16 14.0 Warranty Disclaimers EXCEPT AS EXPRESSLY STATED HEREIN THE SUPPLIER MAKES NO WARRANTY WITH RESPECT TO SERVICES OR HARDWARE PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. IN ADDITION, the supplier does not ensure uninterrupted or error-free operation of the Hardware covered under this agreement. The supplier agrees to make best commercially reasonable efforts to ensure that the electronic interface remains available at all times. However system maintenance and backups occurring during non-peak times, as well as server and network malfunctions do occur, and the supplier shall have no liability for periodic service outages occurring despite the suppliers best commercially reasonable efforts. Cunninghams SLA V1. 20/11/2014 Page 16

17 15.0 General Confidentiality. The parties shall keep confidential any information learned under this agreement which is identified as confidential information, or which by its nature reasonably would appear to be confidential information, including but not limited to any concerning business plans, pricing, processes and performance measurement. Qualifications of Personnel. The supplier represents that it will ensure that its employees, agents are satisfactorily trained to perform remote and onsite support required under this agreement and have the ability to communicate clearly with customer personnel and to follow reasonable directions. Relationship of parties. The supplier is an independent contractor with respect to its performance of its support services and other obligations hereunder. Nothing contained herein shall be deemed to create the relationship of partner, principal and agent, or joint venture between parties. The supplier is not responsible or liable for any reduced/lost income or revenue due to reduced operating circumstances of the system. Cunninghams SLA V1. 20/11/2014 Page 17

18 16.0 Anti-Virus The supplier recommends that the customer protect their local networks against possible virus threats by using a firewall. Providing a firewall and an appropriate anti-virus policy is in place the threat from a virus should be negligible. The supplier recommends that the client install and maintain anti-virus software. Anti-virus software should be installed onto any computer system that has access to the internet or has the potential to use any removable media such as CD drives, USB drives or memory sticks to upload data onto local drives. Workstations and servers that run the software are purchased and configured locally. All PC based hardware is tested as far as possible with the latest service packs and operating system patches. It is recommended that the customer should install their own anti-virus software onto this Hardware. The supplier is not responsible for the performance of 3 rd party propriety software, including anti-virus or indeed any degradation in overall system performance. The supplier will provide on request (free of charge?) the facility to allow users to make system database backups. Instructions on how to do this are contained within the relevant product manuals and full training is given. Where the customer is running a daily backup procedure an infected system can normally be recovered with little or no loss to any data held on the machine. The data restored will be taken from the last good known backup. It is the Customers responsibility to maintain a Back-Up Procedure to reduce Data Loss due to a system failure. The supplier will not be responsible for the recovery of lost data where a suitable Back-Up is not maintained by Customer. The supplier cannot offer, install or maintain anti-virus software for the system or associated Hardware. The responsibility of maintaining a virus free environment is solely to the responsibility of the customer. The supplier will not be held responsible for any damage caused by a virus infection or loss of revenue. A charge may be applied where an engineer is required to visit site or for any work undertaken in respect of virus infection. Cunninghams SLA V1. 20/11/2014 Page 18

19 17.0 Schedule of Hardware and Software The Schedule of Hardware covered by this agreement will be listed as part of your Maintenance Schedule. Cunninghams SLA V1. 20/11/2014 Page 19

20 18.0 Software Upgrade Agreement SUA Under the terms of this agreement a Software Upgrade Agreement may form part of the Customers Maintenance Schedule. Should this be the case, the Supplier will offer the customer Software Upgrades when they become available. The cost of the Upgraded Software will be included under this agreement. The Supplier reserves the right to add an implementation fee. Cunninghams SLA V1. 20/11/2014 Page 20