SustaiNet Customer Services Agreement. - January

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1 SustaiNet Software Solutions Inc. Suite 910, 1111 Melville Street Vancouver, B.C. Canada V6E 3V6 Tel No: +1(604) Fax No: +1(604) Web Site: SustaiNet Customer Services Agreement - January SustaiNet Software Solutions Inc., a sole-source software distribution and implementation company, exclusively represents a select range of proven and internationally-available information management systems for the North American Market. These web-based enterprise level applications are designed to provide organizations with a more efficient and effective system for data capture, access and reporting to assist them in managing the information they require to meet their environmental and sustainable community goals. Our mission is to provide "best of need" software that efficiently manages our customer s information gathered by multiple staff from diverse sources through the central capture, storage and access to quickly and easily report on such information transparently, and to demonstrate their accountability to their managers, stakeholders and the public in achieving their stated corporate environmental and social responsibility goals. LEGAL REPRESENTATION: SustaiNet is formally and legally authorized by its various global partner/suppliers to: 1. Market, sell, distribute, install/implement, train and offer front-line technical support all software sold by SustaiNet under sole and exclusive reseller s agreements for the North American market. 2. Collect all Annual Hosting, Software Maintenance and Technical Support fees as may be associated with the software sold by SustaiNet, and to administer this service on behalf of its suppliers at no additional cost to the customer. 3. Notify availability of and/or distribute all new software releases, upgrades, enhancements and patches to bona fide customers, licensees and users, provided these customers are paid-up (current) subscribers to their respective and applicable Annual Hosting, Maintenance and Support Programs, as the case may be. SUSTAINET CUSTOMER SERVICES PROVIDED: The relevant Standard Terms and Conditions provided by our software suppliers (available on request) are applicable and in force for all software sold by SustaiNet. However, SustaiNet is pleased to be able to augment these suppliers Standard Terms and Conditions by offering to all its paid-up (current) annual subscribing/renewing customers at no extra charge. SustaiNet is therefore pleased to offer our SustaiNet Customer Service Agreement to such customers, and covers the following categories: Annual Software Services o Software Hosting o Software Maintenance o Software Support o Notification of Renewal

2 Additional Services o Professional Services Offered Business Analysis, Scoping Study and Requirements Specifications Data Conversion and Import Software Installation Database Configuration and Set-up Software Integration/Customization Training Annual Software Services Software Hosting: For those applications sold by SustaiNet that require web-hosting, this service will be outsourced to a reputable Canadian web-hosting company. No customer data will be hosted or stored outside of Canada. All privacy, security, back-up/restore and maintenance terms and conditions will be as per those of the web-hosting company selected (currently Canadian Web Hosting, with the following Privacy Statement provided). SustaiNet and/or its suppliers reserve the right for whatever reason to select alternative Canadian-based web-hosting services to store and manage the customer s data, but without jeopardizing the privacy, security and integrity of the customer s data. SustaiNet s customers will be informed of any pending changes regarding Canadian web-hosting services with at least ten (10) business days notice being given to the customer. Software Maintenance: All paid-up (current) annual subscribing/renewing customers will either be notified of or receive all applicable updates, enhancements and bug-fixes/patches to the software purchased from SustaiNet, as they become available throughout their 12 month subscription period. Such information and/or software material will be automatically communicated to the single KEY CUSTOMER CONTACT who has provided us with a valid address. It is the customer s responsibility to keep SustaiNet informed of any changes to the contact details of this KEY CUSTOMER CONTACT. Such software released will be either automatically updated on the Canadian web-servers, made available on CD, or downloadable off the Internet, at the sole discretion of the suppliers of the software. For software updates, maintenance and new releases, it will be necessary for technical and/or development staff to access the web-servers to attend to the maintenance of the software as is necessary. Software Support: SustaiNet provides its global customers with front-line (tier-1) software support by telephone, facsimile, or e- mail. Experienced software product managers, who have access to the appropriate development staff when necessary, will answer all customer software support questions promptly. Should the customer s software support questions be of a nature that requires the input of our software suppliers support teams, then SustaiNet reserves the right to escalate such support questions to them directly and who may contact the customer directly for further information or to resolve their problem directly. For technical reasons, it may be necessary for technical and/or development staff located inside or outside of Canada to access the servers upon which the customer s data is stored. In such instances, the customer grants SustaiNet, or its technical service providers and/or suppliers, permission to review the customer data in-situ and will not be copied, downloaded or stored to any other location without the customer s express written permission in order to resolve these problems. Software Support is centralized out of Vancouver, Canada, and is available between the hours of 8:00 A.M. and 5:00 P.M. Pacific Standard Time (PST), Monday through Friday, excluding Statutory Holidays. Please address s to: support@sustainet.com, and/or phone calls to SustaiNet Customer Services, Toll free in North America: , or +1 (604)

3 Annual Software Services - Notification of Renewal: Licensed Software: SustaiNet will forward an Annual Maintenance Renewal Form, titled Annual Maintenance and Support Renewal to the attention of the KEY CUSTOMER CONTACT 60 days prior to the expiry date of the current Annual Maintenance Agreement. This Annual Maintenance Renewal Form is to be signed and faxed back to SustaiNet immediately. On receipt of this signed renewal form (or ed confirmation of acceptance of this renewal), SustaiNet will issue an Invoice to the customer for payment in full prior to the current expiration date. Should a signed Annual Maintenance Renewal Form not be received 30 days prior to the current expiration date, a reminder will be sent to the customer for their signing. All renewal invoices submitted must be paid in full prior to the current expiration date or SustaiNet will be forced to consider the Annual Maintenance & Support terminated. Any customer wishing to reinstate their lapsed/terminated Annual Maintenance & Support after the expiration date, a reinstatement fee will apply as follows: Reinstatement of LAPSED Annual Maintenance & Support Agreement: Expiration < 2 years ago: A reinstatement fee will apply to those organizations whose Annual Maintenance & Support Agreement has lapsed within the past two years. The cost to reinstate any such lapsed Maintenance & Support Agreements will be equal to the standard annual fee plus a 7.5% surcharge per 6 month period from date of expiration of their existing license. Expiration > 2 years ago: Those whose expiration date is older than this is 2 year grace period, are granted a 20% existing user discount on the current cost of the equivalent type/number of licenses they originally purchased. The New Maintenance date for reinstated agreements shall start on the first day of the month following the month in which their agreement is to be sent to them for signing (i.e. it gives them approximately up to 30 days to return the signed agreement), and end 12 months from that date. Hosted Software: SustaiNet will forward an Annual Hosting Renewal Form, titled Annual Hosting, Maintenance and Support Renewal to the attention of the KEY CUSTOMER CONTACT 60 days prior to the current expiration date of an existing Annual Hosting Agreement. This Annual Hosting Renewal Form is to be signed and faxed back to SustaiNet immediately. On receipt of this signed renewal form, SustaiNet will issue an Invoice to the customer for payment in full prior to the current expiration date. Should a signed Annual Hosting Renewal Form not be received 30 days prior to the current expiration date, a reminder will again be sent to the customer for their signing. All renewal invoices submitted must be paid in full prior to the current expiration date or SustaiNet will consider the Annual Hosting, Maintenance & Support terminated, and the associated project(s) data taken off-line and archived until further notice from the customer. Any customer wishing to re-activate any archived project(s) data will need to pay the relevant re-activation fee ruling at the date of re-activation. Additional Services: SustaiNet is also pleased to offer a number of additional services to our customers at our normal daily and/or hourly rates, as are applicable to the full implementation of the software systems purchased. These include, but are not limited to: Professional Services Offered: Business Analysis, Scoping Study and Requirements Specifications Data Conversion and Import Software Installation Database Configuration and Set-up Software Integration/Customization SustaiNet will review, prioritize and communicate, where necessary, the Customer s enhancement suggestions and any new requirements to the developers of Consultation Manager for their input, suggestions, and/or inclusion in their annual product Roadmap development program. The prioritization of items included in road map development is solely

4 at the discretion of the developers, and is generally based on common customer requirements and in line with market demand. When needs are not in line with market demand and not included in any road map development, then customized requirements can be quoted as paid-for development. Final customizations are based on a complete and signed-off Requirements Specification and are quoted on a job-by-job basis. Customizations and termed funded development and are escalated to priority status in the development queue, with a delivery period based on the workload of the developers at that time. Training: SustaiNet offers software training on all the software sold, on an as required basis and at our normal daily rates. Such software training covers the mostly frequently used features, functions, import, export, data entry requirements as may be applicable to the software purchased. SustaiNet s staff is experienced I the use of the software and may offer suggestions based on the staff s experience as to alternatives on how the off-the-shelf software may be configured to address the data management needs of the customer, to the extent that the software is designed to address these requirements. ANNUAL SERVICE FEES: The Annual Service fees applicable to Hosting, Maintenance and Support are based on the software system and license type purchased, and the relevant/applicable services provided. SustaiNet and its suppliers reserve the right to effect any relevant changes to the fee structure, and will notify the customer 60 days of any changes prior to the date of renewal. All Licensed Software and Hosted Enterprise Software Systems: The Annual Service Fee is equal to 20% of the full retail (undiscounted) price ruling at that date of subscription/renewal of an equivalent software system purchased and in use up to the date of annual renewal. This is customer specific and includes but not limited to all license/one-time-set-up fees, customizations, modules and project packs. Hosted Project Software (Consultation Manager - Stakeholder Engagement Software): The Annual Service Fee for hosted project software is based on a number of projects, and well as the number of stakeholders in each project database. The annual fee ruling at that date of subscription/renewal is available on request. NOTE: The Annual Fees applicable to a customers purchase of additional software licenses or modules during a current Annual Service Agreement will be prorated based on the remaining period of the current Annual Service Agreement, so that the Annual Service Period for all software purchased expires on the same date. ANNUAL SERVICE ANNIVERSAY DATE: An Annual Service Agreement is in effect for 12 months from date of purchase, unless otherwise agreed to in writing by SustaiNet. The Anniversary (renewal) date would be either the 1 st or the 15 th day of a month. The date selected is typically set as the next 1st or 15 th date following the date of purchase of the original software system. The term of the Agreement shall be for the period specified above, unless agreed to in writing by SustaiNet. PAYMENT: The cost for this Annual Maintenance and Technical Support Agreement is the total price plus any applicable taxes. An Invoice will only be issued after the customer has reviewed and conformed acceptance of their Annual Maintenance Renewal (or Annual Hosting Renewal Form, as applicable) and will be issued in advance of the expiration date for payment in full before the expiration date. If invoice is not paid before the expiration date, the Annual Service Agreement will be terminated, and a reactivation or reinstatement fee would apply (see Reinstatement of LAPSED Annual Maintenance & Support Agreement above).

5 SHIPPING AND HANDLING: This agreement covers the cost of delivery/shipping and handling related to CD s for the updating of licensed software only, and will be sent by First Class Mail throughout North America only. Any expedited service, courier fees, freight charges and/or international delivery/shipping and handling will be invoiced at SustaiNet s normal delivery/shipping and handling rates applicable to that destination. Where applicable, one set of software media (generally meaning CD) will be sent to the KEY CUSTOMER CONTACT for each software license registered, for their own internal distribution and updating of servers and/or userworkstation computers. TERMINATION: The term of SustaiNet s Customer Services shall not terminate, and will continue in full force and effect until either party gives thirty (30) days prior written notice to the other party where termination date will be clearly stated. In the event of termination by the customer of a previously approved and paid for agreement, any unused portion of that agreement shall not be refunded. However, should termination of a previously approved and paid for agreement be put into effect by SustaiNet, then any unused portion of that agreement shall be refunded by SustaiNet up to the date of termination. LIMITATIONS: Software and services are covered by the Terms and Conditions specified in the original supplier s software License Agreement. SustaiNet s Customer Services does not cover service, support or replacement software necessitated by any loss or damage resulting from any cause other than normal use. SOFTWARE PURCHASE - PUBLIC ANNOUNCEMENT: Subject to SustaiNet Software Solutions Inc. obtaining prior approval from the customer, SustaiNet reserves the right to publicize (in select business and trade media) that the Customer will now be using the software purchased, although such approval will not imply any endorsement of the software, SustaiNet, or the original software supplier. Likewise, the Customer agrees to obtain prior approval from SustaiNet before publicizing their use of any software purchased to any external audiences. ACCEPTANCE AND TERMS: The sale of software by SustaiNet Software Solutions Inc. is based on the acceptance of the Standard Terms and Conditions of our software suppliers as well as SustaiNet s Customer Services Agreement, and together will constitute the only formal acceptance from SustaiNet.