E2 CRM Hosting. Agreement for using Microsoft Dynamics CRM SERVICES

Transcription

1 E2 CRM Hosting Agreement for using Microsoft Dynamics CRM SERVICES Subject and terms Subject of the Agreement is hosting Microsoft Dynamics CRM system (hereinafter "Agreement") which allows the use of CRM hosting package, for a fee and under the terms of this Agreement. Microsoft Dynamics CRM system is an integrated program for managing relationships with clients, creating and maintaining their information and contacts, sales and after-sales activities. Hosting of Microsoft Dynamics CRM system sustains of setup and maintenance of the server that is permanently connected to the Internet connection via TCP / IP network, provider's network. Providers, for the purposes of this Agreement, are companies Extreme and EUnet. The server includes a computer with a built-in network connection and installed software. Internet is a global computer network. TCP / IP network of Provider is considered part of the Internet which is controlled and maintained by Provider. Business day is a Provider working-time from Monday to Friday from 9AM to 5PM. The principal obligations of Provider Provider by this agreement is obliged to: provide continuous (24 h) direct connection to the Internet through the provider's node - TCP / IP protocol, within agreed limits, his capacities and technical capabilities. provide a backup data (system files and user data) and save for the last 7 days, and copies of data on the first working day of the month. provide regular system and application administration of Microsoft Dynamics CRM system ensure regular maintenance of functionality of Microsoft Dynamics CRM system provide 24 / 7 basic level of technical support to customers via telephone and for functioning of hardware and Internet infrastructure with the provider. provide technical and application support to users on working days except Saturday, from 9AM to 5PM. enable the user to access and use selected CRM hosting package. The provider will begin fulfilling its obligations when he receives a fee from the user for the initial inclusion and fee for monthly / annual use of services under this Agreement in accordance with the Price List. Other obligations of Provider to define parameters to access the application in the selected package for Customer in the moment of opening

2 To promptly notify user about any eventual problem in the functioning of servers or node - Network of Provider, if it is noticed that due to this is prevented or substantially hampered the realization of the obligations prescribed in the Provider Agreement. To inform the user about conventions and recommendations in the field of telecommunications law and Code of Conduct on the Internet, which are available at the following Internet address: and et al. not to violate with the behavior the right to protect confidential information in relation to the user and its CRM applications which are known to him, except in certain cases explicitly defined by law or this Agreement. to calculate time and the deadlines for completing the configuration, for each server configuration for specific needs, if the CRM package requires hardware support that is not included in the standard offer, and for which provider give consent. Responsability of Provider (SLA) Standard Declaration (hereinafter the "Declaration") for services and standards includes the following: guaranteed access to the Internet 24 hours a day, 7 days a week; response within 4 hours of the occurrence of failure caused by the cancellation of the hardware; reduction of the fee in the case of hardware failure or error on the network covered by this Declaration; Automatic monitoring and detecting of critical parameters changes for services covered by this Declaration, 24 hours a day, 7 days a week. Technical and application support Provider does not guarantee that the server software, Microsoft Dynamics CRM, is error free or that it can troubleshoot any problems user encounters during the use of this software. Provider is obliged to invest a reasonable amount of time and resources to provide support and normal use of hosting to the user. Under the request for support (incident) Contracting Parties mean any contact between Provider and User in the period defined in the Basic Providers obligations (line 6), initiated by by the authorized person of User, in order to resolve the issue or problem regarding using hosting services. Requests for support may be initiated by telephone, via Internet or form. The contact information will be available on the Internet address Requests for support from User are grouped as follows: 1.First level request: these requirements are customer questions about the standard Microsoft Dynamics CRM functionality - application support, training and assistance for work, when the error is not shown to the user or this error is related to other software and not to the CRM system;

3 2. Second level request: these requirements are customer questions when Microsoft Dynamics CRM system displays an error containing the text "... contact your CRM system administrator or questions that lack with the known functionality that provides Microsoft Dynamics CRM system; 3. Third level request: if user reports the problem for which provider finds to be contained in very core of Microsoft Dynamics CRM system or user has a new issue whose solution is not known, the provider will activate its own contract for support with producers of Microsoft Dynamics CRM system (Microsoft Company) and will transfer responsibility for further resolution of the problem. The fee for support is determined by the official price list. The provider will not require compensation for solving problems that occur to all users hosting services. Network Guarantee We offer a guarantee that 99.8% of the time during the month, excluding the announced and planned works, network infrastructure in data centers which host E2 CRM hosting server, as well as connections with ISP, will be functional. If, except in the case of the planned (and announced) periods for system maintenance or repair, happens to any of the CRM packages located on the server that are not available through the Internet (the case when the server can not accept applications from the Internet and can not send data to the Internet), for total time over 43 minutes for month, we will reduce fees for services rendered for the appropriate amount. The network is considered functional even if one or more network services or software done on the client server do not function, or the quality of service is degraded due to large packet loss or similar reasons that may relate to the current state of the Internet. Limitation of Supplier`s responsibility When providing service - hosting CRM applications we do not take responsibility for congestion, delays or errors in the functioning of parts of the Internet on which, objectively, we can not affect, errors caused by force majeure. Responsibility for the system failure and disconnection When providing service- hosting CRM applications we do not take responsibility for the disconnection of our server to the Internet if the termination occurs as a result of works on the our network infrastructure or node if the user is notified 7 days before this and if interruption last no longer than 24 hours continuously. Whenever possible the planned work will be performed in the period of the lowest traffic. Hardwer Warranty In the case of hardware problems with the rented server ( e.j. cancellation of hard disk, memory, processor, power supplies, etc..) there are backup servers and components. As a result, we are able to easily replace the defective component or the entire server within a maximum of 4 hours. In the case that after four hours of detection the error is not repaired, we allow

4 a deduction of fee for services for 3% for every following hour, until the full amount of monthly subscription. Decrease of charges Any reduction of monthly subscription for services will be clearly indicated on the invoice which is sent to the client by mail. Reductions are granted for the duration of service interruption, starting from the moment when client or our monitoring system register error in the performance of the services till the moment of establishing normal work. This right to deduct compensation for the services does not include cases when the quality of service is degraded due IP large packet loss or similar reasons that may relate to the current state of Internet. Reduction of the fee does not apply to full or partial interruptions in service providing caused by planned maintenance or repair ( we are obliged to inform the clients on time about the time and duration of planned activities). Monitoring Our network is under constant surveillance. Our technical department is automatically informed about any potential cause of the problem, they react in that moment and normally resolves technical problems. Limitation of Provider`s responsibility Provider is not responsible for the validity and execution of the Contract which, through the use of CRM packages, User closes with third parties. Provider on any way is not responsible for the way of using CRM package by user and especially for business results and consequences that result from the use of the service, as well as accuracy and completeness of the information and other materials which User receives or sends to third parties with whom through the service communicates. Provider is not responsible for the safety of the rented CRM package in terms of the integrity from third parties on the Internet and access rights of third parties on the Internet, nor for any damage that may be done to the CRM application or user from third parties on the Internet; also, for possible loss of data, if these actions occurred as a result of user`s negligence (assignment of access parameters to the CRM package). Provider is not responsible if the User use Information or any other material or data obtained using the service in a manner contrary to applicable national legislation and international conventions or to harm third parties. Principal obligation of user User is responsible to pay fee to Provider for rendered services. The fee consists of a one-time fee for initial inclusion, determined monthly, or annual fee for use of contracted services, as well as fees for additional services within the reserved CRM package.

5 The fee is determined by the price-list, which is an integral part of Agreement. In the case the payments are made in foreign currency,during the term of the Agreement, for monthly / annual fee will be applied an official rate of the National Bank of Serbia on the date of payment. Period and type of payment User is obliged to pay to Provider fee for initial inclusion, as well as fee for the first month of use, ie. annual subscription services that are the subject of the Agreement, not later than 7 days from conclusion of the Agreement. User is obliged to pay, for each billing period (monthly or annual), use of services which are subject of this Agreement before the expiry of the current accounting period. In order to fulfill the obligations from paragraph 2 Provider will promptly, 15 days before expiring, send the invoice. If the user misses the deadline specified in paragraph 3 of this article Provider is entitled to, after written notice to User,suspend services until the user makes payment or terminates contract with unilateral declaration of will and stops using the service after already paid period. In the case of termination under paragraph 4 of this article, subsequent renewal of the Agreement includes the obligation of user to pay a fee for re-initial connection. Changes of price list Provider reserves the right to unilaterally change the price list which determines the fee which is fixed obligation of User by this Agreement. Change of the Price List will be obliged for User only if the provider informed him about the change by letter / / notification on the Provider`s Web presentation until the date of the paying for the next billing period and if the user agrees to the revised price list. Refusal of the changed price list by user If the user, who provider promptly informed about the change in the Price List, does not agree, he is obliged to inform in writing the Provider within 3 days of receiving notice of Price-list changes, so this Agreement will be terminated and services will no longer be provided after the end of paid billing period. If the user does not inform Provider about his refusal of new price list within the agreed period,it will be deemed that he has accepted this change. Other obligations of User Update of CRM hosted package the user can do exclusively on the Internet. The user must take care that the daily flow of information between him and the Provider does not violate

6 functioning of the network and work of other users of the Provider. User agrees that he will submit in writing as soon as possible and no later than 3 days of changes to Provider changes of address, phone, address, authorized persons and other data that are necessary for successful communication between the Provider and the User and work of Provider, otherwise Provider is not responsible for any damage that may occur from it. The user may send a written request to Provider for the installation of specific options for CRM software. In this request should please need of user for specific software solution, and the Provider will respond at this request in writing within 15 days of receipt. The user may send a written request to Provider to repair failure which the user has caused with his work and the new installation is charged in full amount of setup. Prohibited use of services (dedicated) User can not, while using CRM Hosted package, act contrary to imperative legal regulations of the Republic of Serbia and international law or treaties, conventions and codes that were accepted by Provide and about which the user is informed before the execution of Agreement. Prohibited conduct of user is any : 1) criminal or civil offense; 2) violation of copyright and industrial property rights; 3) act of unfair competition; 4) that threaten or violate someone's personal rights; 5) that threaten good business practices and rules on protection of consumer rights; 6) that breaches Agreements, conventions and recommendations in the field of telecommunications law and Internet Code of Conduct that were accepted by Provide and about which the user is informed before the execution of Agreement. Rights of Provider in case of prohibited conduct of User (dedicated) If provider, on his own assessment, concludes that the user uses the services in a banned way, by terms of provisions of this Agreement, Provider will send a written warning to user and give him written instructions on further proceedings, with the suspension of fulfilling the contract. If the user does not accept the instructions, Provider has the right to unilaterally cancel the contract without notice, with right for compensation for damage caused by the User. Communication between Provider and User Communication and notification of parties about everything relevant to the execution of this Agreement will be exclusively in writing, which equals to a notification by and publishing

7 on the Providers website ttp:// Change of provisions of the Agreement and General Conditions Provider reserves the right to change without prior notice any or all provisions of this Agreement and / or general conditions, and is obliged to immediately inform the user. Change of the conditions of this Agreement and / or general conditions will be obligatory for User from the period when expires already paid fee to Provider, if the user accepts the change. If the user does not accept change of the conditions of this Agreement and / or the General Conditions, he is obliged to inform Provider within 3 days and then the agreement will be considered terminated. If the user does not inform the provider about his non-acceptance of changes in agreed period, it will be considered that he accepted the change in the Contract and / or accepted by the General Conditions. Prohibition of assignment of the Agreement and accession to the Agreement Provider and the user can not transfer their rights and duties under this Agreement to third parties or third parties can access this Agreement, without the written consent of the other side. The clause on jurisdiction, applicable law and language The Contract parties will resolve disputes under this Contract through agreement and if it is not possible, the subject-matter juristiction of the Court of Belgrade is applied. In case the Contract is closed with a foreign person, and a version other than the Serbian one also exists in that person s mother tongue, the Serbian version of the Contract will be taken as a standard version for all interpretations. Term of notice and Contract termination Each party has the right to terminate the Contract in case the other party does not fulfil the contracted obligations, with a term of notice of 30 days, notifying the other party in writing. Except in case of paragraph 1 of this clause, the User has the right to terminate the Contract with Provider one-sidedly only after the termination of the first contracted period, with a term of notice of 60 days. The User is obliged to provider about this in writing. Provider reserves the right to terminate the Contract with the User one-sidedly, with a term of notice of 30 days. Provider is obliged to notify the User about this in writing. In case daily data bandwidth between the User and Provider becomes such that it endangers the functionality of Provider's network and work of other Provider users, the company has the right to suspend fulfilling of its obligations under this Contract one-sidedly, first notifying the User. Then, Provider can terminate the Contract one-sidedly without a term of notice. In all cases of terminating this Contract, regardless of the basis for termination, the User is obliged to pay off all unpaid remuneration amounts in accordance to the Contract clauses.

8 Contract validity The Contract becomes valid on the date of signing the Contract on the part of both parties. The Contract is concluded for a period of one year starting from the date when the User commences using the service. After the termination of the first contracted period, the Contract is automatically prolonged for an indefinite validity period. This Contract is made in four identical copies, two for each party.