CRM in a Day Support Services Agreement

CRM in a Day Support Services Agreement Agreement Number: Start Date: Renewal Date: Minimum Term: This Agreement sets forth the terms and conditions under with CRM in a Day shall support the Microsoft Dynamics CRM Online System for <CUSTOMER NAME>. The products and applications supported are identified in Appendix A of this document. Support Services Agreement v2.0 CRM in a Day Page 1 of 10

1. DEFINITIONS 1.1 For the purpose of this Agreement: Rights owned by or licenced to a party prior to the commencement of the Contract Period; Incident means any failure, malfunction, or abnormal performance of products and applications as identified in Appendix A reported by the Customer to the Supplier; Consultant means any suitably qualified engineer or consultant provided by the Supplier for the performance of the Services; Response Time means the time interval between the first report by the Customer of an Incident and the first intervention by the Supplier s Support Staff. This does not include outside normal business hours; Customer means <<CUSTOMER NAME>>; Supplier means Chess Ltd.; Publisher means Microsoft; Call means a case logged via e-mail message or telephone call from the Customer notifying the Supplier of an Incident; Break-Fix Case means the Resolution of an Incident that is deemed to be a fault in the CRM system or customisation that the Supplier provided; Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue from passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; Services means the services to be provided by Supplier under this agreement; Training means Training or Consultancy given remotely or delivered in person On- Site; On-Site means the business premises of the Customer; Background Intellectual Property Rights means the Intellectual Property Third Party Software means any proprietary third-party software in respect of which the Services are to be provided, including but not limited to Microsoft software products or packages. Critical Level Issue means a major system failure or loss of usage by all staff. Support Services Agreement v2.0 CRM in a Day Page 2 of 10

Normal Level Issue means a loss of use by a small number of staff. 4.1 The Target Response Times are set out below: Low Level Issue means a non-functional issue with service available to a large extent. Critical Level Issue 1 business hour Normal Level Issue 3 business hours Low Level Issue 9 business hours 1.2 Other words or expressions used herein which have a capital letter shall have the meaning indicated in Term 1.1 of this Agreement. 1.3 In case of any conflict, the provisions of these Terms and Conditions shall prevail over the Schedules. 2. TERM / RENEWAL 4.2 For CRM Online Customers, service availability is covered by Microsoft s Service Level Guarantee. This Agreement does not relate to, or cover availability of, the CRM Online Service itself or any issue which is outside of the control of the Supplier including, but not limited to, computer configuration, networks and bandwidth, which are in no way covered by the above Target Response Times. 2.1 This Agreement shall commence on the date hereof and subject to the remaining terms of this Clause 2 shall continue for the Minimum Term and thereafter for further periods each equivalent to the Minimum Term until terminated by either party, giving to the other not less than 30 days prior written notice expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate, such notice to be sent by e-mail or recorded delivery, effective on the date the notice is received by the Supplier. 3. CALL LOGGING 3.1 Calls may be placed directly with the Supplier via telephone or e-mail, 4.3 For on-premise customers, this Agreement covers the Microsoft Dynamics CRM software environment only and does not cover underlying technologies, including but not limited to Active Directory and SQL, nor does it cover any hardware related issues. 5. FEES AND PAYMENT 5.1 The fees will be invoiced monthly on commencement of the Agreement and subsequently on the Agreement Renewal Date, unless otherwise mutually agreed between the Customer and the Supplier. 5.2 All invoices are payable 30 days after receipt of invoice by the Customer, unless otherwise communicated. 4. TARGET RESPONSE TIMES 5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Support Services Agreement v2.0 CRM in a Day Page 3 of 10

Supplier (such as failure to pay being a material breach of this Agreement), the Supplier may withhold all and any Services covered by this Agreement until payment is made in full. www.chesstelecom.com. The change to price will not take effect until the end of the Minimum Term period or any subsequent period equivalent to the Minimum Term. 5.4 The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay the Supplier. 5.5 The Customer agrees to pay the Supplier in full without any set-off all sums due to the Supplier under this Agreement. 5.6 Should the Customer have any dispute with regard to any charges in relation to this Agreement, the Customer shall give written notice to the Supplier of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by the Supplier and remains at the Supplier s sole discretion, such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to the Supplier, failing which the Customer shall be deemed to be in breach of the contract and Clause 7 shall apply. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this Agreement. 6. TERMINATION OF THE AGREEMENT 6.1 Either party shall be entitled forthwith to terminate this agreement by giving written notice to the other if: 6.1.1 the other commits a continuing or material breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or 6.1.2 an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement with its creditors tor becomes subject to an administration order, the other party goes bankrupt or goes into liquidation (except for the purposes of amalgamation, reconstruction, or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this Agreement); or 5.7 The Supplier retains the right to vary the fees set out at any time upon giving the Customer at least 30 days notice of a change to service pricing in writing and / or publish the change on its website at 6.1.3 the other party ceases, or threatens to cease, to carry on business. 6.2 The Supplier may terminate this Agreement immediately if: Support Services Agreement v2.0 CRM in a Day Page 4 of 10

6.2.1 any licence or agreement under which the Supplier or the Customer has the right to run its Dynamics CRM Online system is revoked, or otherwise ceases to be valid; or invoices (whatever raised) shall become due for payment immediately. 6.6 In the event of termination by either party for any reason: 6.2.2 the Customer is suspected, in the reasonable opinion of the Supplier of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or 6.2.3 The supplier reasonably suspects that the Customer is unable to pay or is refusing to pay due fees to the Supplier. a) The Supplier shall be entitled to recover from the Customer: i) all liabilities, claims, costs, losses and expenses incurred by the Supplier; and ii) all losses suffered by the Supplier by way of third party claw-back where such clawback is due to the breach by the Customer of this Agreement of the third party Agreement. 6.3 For the purpose of Clause 7.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance 6.4 A waiver by either party of a breach of a provision of this Agreement shall not be considered as a waiver of a subsequent breach of the same or another provision. 6.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned, if any, or any other breach. Continued use of the Services post-termination will result in the Supplier levying its standard charges for Support Services for all Services used, which the Customer shall pay immediately on demand. 6.5 If the Customer gives less than the specified amount of written notice to terminate this agreement (as per Clause 2.1) or ceases to use the Services or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any subsequent period equivalent to the Minimum Term, or if the Customer is in breach of this Agreement, the Supplier reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice given. Upon termination, the Supplier shall be entitled to raise invoices for all sums due and all 7. SUPPORT SERVICES 7.1 The Customer must provide adequate information and documentation to enable the Supplier to identify and / or recreate the issue. The Supplier may notify the Customer that the issue could not be recreated, located or identified, if such is the case. The Supplier will notify the Customer that the issue cannot be resolved and will provide a reason for this decision. If it is determined that the issue investigated was not caused by the Supplier, or any of the products or applications listed in Appendix A, the Support Services Agreement v2.0 CRM in a Day Page 5 of 10

Supplier will so inform the Customer and in such cases, reserves the right to charge the Customer a reasonable fee. Notwithstanding the provisions of this Agreement, and with the knowledge that all reasonable efforts will be made to diagnose and resolve faults that occur, the Supplier makes no warranties that the Support Services provided hereunder will be successful in resolving all difficulties or issues or in diagnosing all faults that arise within the Customer s CRM environment. to improper use, neglect, or modification without prior written consent. 7.4 On-site consultation, if requested by the Customer, and subject to the availability of the Supplier s technical staff, except where covered by this Agreement, will be provided at the Supplier s then current standard rates, which will provided at the time of request, plus reasonable associated expenses, the rates for which will be provided at the time of request. 7.2 The Publisher may provide without additional charge, revised or updated releases of the software products. On provision of such releases by the Publisher, all previous releases shall be replaced for all purposes by such new releases. In the event of non-acceptance of any such new releases by the Customer, within six months following the date of the release, the Supplier will be relieved of its obligations to provide Support Services for this element. The Supplier commits to ensure that all revised or updated releases of the software are debugged. However, should the situation arise that a bug is presented after the new release is deployed, the Supplier commits to fix the bug. Each new release or update to the software provides the ability to rollback one version to the previous version. For exceptions to this Clause, see Appendix C Updates and Patches. 8. SERVICE AVAILABILITY 8.1 Support Services are available Monday to Friday from 09:00 to 17:00 8.2 The Support Desk is not open on UK Public Holidays, UK Bank Holidays or in period from 24 th December to 2 nd January 8.3 Where coverage is required for time periods outside of those covered in clause 9.2, a written request must be made a minimum of 30 days in advance. The Supplier reserves the right to reasonably reject requests for additional coverage. 8.4 On-call charges for UK Public Holidays and UK Bank Holidays will be charged at 1,500 per person for each day required. 7.3 The Supplier accepts no responsibility or liability for hardware problems nor the software applications identified in Appendix A, where they have been subject 9. RANGE OF SERVICE 9.1 The Supplier shall be responsible for the provision of: Support Services Agreement v2.0 CRM in a Day Page 6 of 10

9.1.1 a help-desk service to record and manage all incidents / help requests made by the Customer; to perfect the right, title and interest of the Customer in the Intellectual Property Rights in the Developed Material. 9.1.2 initial remote diagnosis of incidents reported by the Customer s staff. Where the issue is not resolvable immediately, the Supplier will also provide onward transmission of the request to the most appropriate resource; 9.1.3 remote support for issue resolutions.; 9.1.4 remote training and / or consultancy services; 9.1.5 a report, to be provided once per quarter detailing all incidents and the associated performance within the Agreement. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 All Background Intellectual Property Rights shall remain vested in the relevant party. 10.2 To the extent that the provision of the Services requires the Supplier to modify, or to design and build original software for the Customer, whether in human or machine readable form ( Developed Material ), the Intellectual Property Rights in such software and related documents shall remain vested in the Customer. 10.3 The Supplier shall do, and execute or arrange for the doing and executing of, each necessary act, document anything that the Customer may consider necessary 10.4 The Supplier grants (or shall procure the relevant third party to grant) the Customer a continuing (but terminable in the event of the Customer s breach of this Agreement), non-exclusive, nontransferrable, non-sub-licensable, royalty free licence to use the Supplier s Background Intellectual Property Rights solely to the extent required for the Customer to receive the Services. 10.5 Any Intellectual Property Rights in the Third Party Software and any associated documentation shall remain vested in the relevant third party. 10.6 The Supplier shall indemnify and hold the Customer harmless from all claims, liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) award against, or incurred or paid by, the Customer as a result of, or in connection with: a) any alleged or actual infringement, whether or not under English law, of any third party s Intellectual Property Rights or other rights arising out of the use or supply of the Services; or b) any claim made against the Customer in respect of any liability, loss, damage, injury, cost or expense sustained by the Customer s employees or agents or by any customer or third party to the extent that such liability, loss, Support Services Agreement v2.0 CRM in a Day Page 7 of 10

damage, injury, cost, or expense was caused by, relates to or arises from the provision of the Services as a consequence of a breach of negligent performance or failure or delay in performance of this Agreement by the Supplier instrument issued by the Customer in connection with the subject matter of this Agreement, which is in addition to, or inconsistent with, the terms and conditions of this Agreement will not be binding on the Supplier and will not apply to this Agreement. 10.7 The provisions of clause 11.6 above shall survive termination of this Agreement. 11. EXCLUSIONS 11.1 This Agreement covers maintenance of the products and applications as detailed in Appendix A. Details of specific exclusions are provided in Appendix B. 12.3 This Agreement may only be modified by authorised representatives of the Supplier. Changes to this Agreement will not come into effect until they are provided in writing. 12.4 The Supplier will maintain a record of all incidents reported by the Customer. The record will include details of: 12. GENERAL 12.1 This Agreement, together with its attachments, is the complete and exclusive statement of the Agreement between the parties concerning the matters contemplated herein, and supersedes all written and oral contracts, proposals and other communications between the parties. Date and time of first report of the Incident Type of incident reported Name of Customer s representative reporting the Incident Description of reported Incident Name of Supplier s representative assigned to the Incident Final diagnosis and description of resolution. 12.2 The Customer agrees that the terms and conditions of any Purchase Order or other APPENDIX A SCOPE AND SUPPORTED PRODUCTS 1. Microsoft Customer Relationship Management (CRM) application comprising the following products as the only ones supported under this agreement: a. Microsoft Dynamics CRM System b. Microsoft Dynamics CRM Outlook Client c. Microsoft Dynamics CRM Email router (where installed) Support Services Agreement v2.0 CRM in a Day Page 8 of 10

2. Where there are dependencies on associated technologies, including but not limited to Microsoft SQL Server and Microsoft Exchange, the Customer shall be solely responsible for their correct operation and maintenance. 3. The Microsoft Dynamics CRM System shall be taken to include any customisations implemented by, or in conjunction with, the Supplier and specifically includes support for Solution Accelerators provided by Microsoft to the same extent that Microsoft themselves support the add-ons. APPENDIX B EXCLUSIONS 1. CRM Exclusions: 1.1 It shall be the Customer s sole responsibility to ensure that all aspects of the server and client computer systems relating to the CRM application are kept up-to-date with Microsoft recommended patches and updates. The Supplier shall have no responsibility for the support of these patches and updates. 1.2 Implementations and upgrades to new versions (e.g. future versions of Microsoft Dynamics CRM) are not included in the Support Services under this Agreement. These upgrades will be made available to the Customer, subject to availability and for the then-current price and on the standard licencing arrangements. 1.3 Once an upgrade has been applied, the upgraded version of Microsoft Dynamics CRM will be covered and supported under the terms of this Agreement. 1.4 For CRM Online customers, the SLA for site availability is covered by the Customer s contract with Microsoft. The Supplier shall have no responsibility for system availability, server issues or the Customer s own network performance. 2. General Exclusions: 2.1 Unauthorised changes or modifications to the products or applications identified in Appendix A will not be supported under this Agreement. Where such changes have taken place, the Supplier is relieved of its responsibilities for this element of the system under the terms of a Break-Fix case and it then becomes Consultancy. 2.2 Bugs in third party applications, including MS SQL Server and other non-supplier provided applications: 2.2.1 Identified Bugs: Where an incident is reported that is caused by an identified bug, the Supplier will make full use of the Publisher s resources to identify a resolution for the known bug via the Publisher s knowledge platform / resources. Support Services Agreement v2.0 CRM in a Day Page 9 of 10

2.2.2 Unidentified Bugs: Where an incident is reported that is caused by an unidentified bug, the Supplier will notify the Publisher of the software and seek assistance to provide a resolution. As well as seeking assistance from the Publisher of the software, the Supplier will make use of its own resources to make reasonable efforts to find a resolution. APPENDIX C UPDATES AND PATCHES 1. Rollback is not always possible with third party software updates and patches. Microsoft does release most major releases with a rollback facility but smaller updates and patches are not always provided with rollback capability. Should a failure occur following such an upgrade or patch, the Supplier would need to physically restore the application from the backup taken prior to the deployment of the upgrade or patch. 2. Microsoft is committed to ensuring that upgrades and patches are free of bugs, where an upgrade or patch is found to introduce a bug or incorrect option, the Supplier will take all possible steps to remedy the problem including reference back to Microsoft and, if necessary, restoration of the CRM system to its previous state. This may require restoration of database backups, files, system state customisations, registry restoration, or other changes. 3. To minimise the risk of bugs being introduced into the Customer s specific implementation of the Microsoft Dynamics CRM application, the Supplier recommends that a mirror of the live environment is created as a test platform. If no test environment is provided for development work, the Supplier cannot be held responsible for restoration of the original environment. Support Services Agreement v2.0 CRM in a Day Page 10 of 10