CRM Support Services Agreement

CRM Support Services Agreement Agreement Number: Start Date: Renewal Date: Minimum Term: Points Purchased in Initial Minimum Term: This Agreement sets forth the terms and conditions under which The CRM Business Limited shall support the Microsoft Dynamics CRM System for <CUSTOMER NAME>. The products and applications supported are identified in Appendix A of this document. Support Services Agreement v3.0 The CRM Business Ltd. Page 1 of 12

1. DEFINITIONS 1.1 For the purpose of this Agreement: SLAs documented in Clause 4 of this Agreement; Incident means any failure, malfunction, or abnormal performance of products and applications as identified in Appendix A reported by the Customer to the Supplier; 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; Resolution Time means the time interval between the Supplier first starting to resolve the Incident, whether remotely or at the Site address, and the final resolution of the incident; Customer means <<CUSTOMER NAME>>; Supplier means The CRM Business Limited; Publisher means the supplier of any software application, including Microsoft and Click Dimensions; Call means an e-mail message, case logged via the online portal or telephone call from the Customer notifying the Supplier of an Incident; Emergency Consultancy means the Resolution of an incident that is deemed to be a fault in the CRM system or customisation that the Supplier provided. Emergency Consultancy is subject to the Training means Training or Consultancy given remotely or delivered in person On- Site; On-Site means the business premises of the Customer; Service Point means a unit purchased by the Customer or given by the Supplier, to be used against the Service provided by the Supplier under the agreement of this Support Services Agreement; Background Intellectual Property Rights means the Intellectual Property Rights owned by or licenced to a party prior to the commencement of the Contract Period; Consultant means any suitably qualified engineer or consultant provided by The CRM Business Ltd. for the performance of the Services; 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 Support Services Agreement v3.0 The CRM Business Ltd. Page 2 of 12

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 the Supplier under this agreement; 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. 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 is to be sent by e-mail to support@thecrmbusiness.com or via recorded delivery to The CRM Business, Barrington House, Heyes Lane, Alderley Edge, SK9 7JP. The notice will become effective on the date the notice is received by the Supplier. Critical Level Issue means a major system failure or loss of usage by all staff. Normal Level Issue means a loss of use by a small number of staff. Low Level Issue means a non-functional issue with service available to a large extent. Microsoft Dynamics CRM means the CRM product licenced by Microsoft and supported by the Supplier under the terms of this Agreement. Minimum Term means the minimum duration of this Agreement. 1.2 In case of any conflict, the provisions of these Terms and Conditions shall prevail over the Appendices. 2. TERM / RENEWAL 2.1 This Agreement shall commence on the date hereof and subject to the remaining terms of this Clause 2 shall continue for the 2.2 If all purchased Service Points are not used within the Minimum Term, the Customer may carry forward a maximum of 20% of the total Service Points purchased providing the Agreement is not terminated as per Clause 7. 2.3 If all Service Points are used before the end of the Minimum Term, the Customer may purchase additional Service Points at the prices shown on the Supplier s website at www.thecrmbusiness.com/terms.aspx. 3. CALL LOGGING 3.1 Calls may be placed directly with the Supplier via telephone, e-mail or the online portal, details for which can be found in Appendix C. 4. TARGET RESPONSE TIMES 4.1 Subject to clauses 4.2 and 4.3, the Target Response Times are set out below: Critical Level Issue 1 business hour Normal Level Issue 3 business hours Low Level Issue 9 business hours Support Services Agreement v3.0 The CRM Business Ltd. Page 3 of 12

4.2 For CRM online customers, service availability is covered by Microsoft s Service Level Guarantee (which can be found at: https://port.crm.dynamics.com/portal/stat ic/1033/sla.htm). 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. 4.3 For on-premise and hosted customers, this Agreement covers the Microsoft Dynamics CRM software environment only and does not cover underlying technologies, including but not limited to MS SQL Server and Active Directory, nor does it cover any hardware related issues. 5. ESCALATION 5.1 Where the Supplier fails to respond in line with the timeframes set out in Clause 4.1 or is failing under the terms of this Agreement, the Support Manager at the Supplier will be the first point of escalation. The Customer Account Manager at the Supplier will be the second line escalation for this Agreement. 5.2 Where the Supplier fails to meet the Target Response Times identified in Clause 4.1, Service Point credits will be provided, details of which can be found in Appendix D. 6. FEES AND PAYMENT 6.1 The fees will be invoiced annually on commencement of the Agreement and subsequently thirty (30) days prior to the Agreement Renewal Date, unless otherwise mutually agreed between the Customer and the Supplier. 6.2 All invoices are payable in line with the Customer s credit terms, unless otherwise agreed. 6.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the 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. 6.4 The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier. 6.5 The Customer agrees to pay the Supplier in full without any set-off all sums due to it under this Agreement. 6.6 Should the Customer have a dispute with regard to any charges incurred pursuant to this Agreement, the Customer shall give written notice to the Supplier of the amount in dispute and the reason for the dispute. Such notice must be received within thirty (30) days of receipt of the invoice by the Customer and is to be sent either by email to support@thecrmbusiness.com or via recorded delivery to The CRM Business Limited, Barrington House, Heyes Lane, Support Services Agreement v3.0 The CRM Business Ltd. Page 4 of 12

Alderley Edge, SK9 7JP. In absence of notice of a dispute within the time stipulated, and in the event of nonpayment following the amount falling due, the Customer shall be deemed to be in breach of contract and clause 7 shall apply. 6.7 Any rectification and / or amendment of such disputed charges are limited to the 6 months prior to the written notification of the dispute 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. 6.8 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 www.thecrmbusiness.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. 6.9 The Supplier also retains the right to vary the Service Point consumption rate at any time upon giving the Customer at least 30 days notice of a change in writing and / or publish the change on its website at www.thecrmbusiness.com. 7. TERMINATION OF THE AGREEMENT 7.1 Either party shall be entitled forthwith to terminate this Agreement by giving written notice to the other if: 7.1.1 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 7.1.2 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 or 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 7.1.3 the other party ceases, or threatens to cease, to carry on business. 7.2 The Supplier may terminate this Agreement immediately if: 7.2.1 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 Support Services Agreement v3.0 The CRM Business Ltd. Page 5 of 12

7.2.2 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 of the Minimum Term or any equivalent subsequent period. 7.6 In the event of termination by either party for any reason: 7.2.3 The Supplier reasonably suspects that the Customer is unable to pay or is refusing to pay due fees to it. 7.3 For the purpose of Clause 7.1.1, 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 provided that time is not of the essence. 7.4 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. 7.5 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 invoices (whatever raised) shall become due for payment immediately. The Supplier shall also be entitled to retain any sums already paid by the Customer which relate to Service Points for the remainder 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. 7.7 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. 8. SUPPORT SERVICES 8.1 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. The Supplier reserves the right to charge the Customer for the time it has spent investigating and / or resolving the issue by way of Service Points on an Support Services Agreement v3.0 The CRM Business Ltd. Page 6 of 12

Emergency Consultancy basis which shall be charged at the rates set out on the Supplier s website at www.thecrmbusiness.com/terms.aspx. Notwithstanding the provisions of this Agreement, and with the knowledge that 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. 8.2 The Supplier accepts no responsibility or liability for hardware problems nor the software applications identified in Appendix A, where they have been subject to improper use, neglect, or any modification by the Customer. 8.3 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. 8.4 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. 8.5 Once an upgrade has been applied, the upgraded version of Microsoft Dynamics CRM will be covered and supported under the terms of this Agreement. 8.6 For CRM Online customers, the service level agreement for system availability is governed 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. 8.7 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 and liabilities for this element of the system. 8.8 Where an incident is reported by the Customer that is caused by an identified bug in a third party application, including MS SQL Server and other non-supplier provided applications, the Supplier will make full use of the Publisher s resources to identify the resolution for the known bug via the Publisher s knowledge platform / resources. This time will be charged at the standard Emergency Consultancy rates which are published on the Supplier s website at www.thecrmbusiness.com/terms.aspx. 8.9 Where an incident is reported by the Customer that is caused by an unidentified bug in a third party application, the Supplier will notify the Publisher of the software and seek assistance to provide a resolution. The Customer shall be liable to pay any resulting sums incurred by the Supplier. As well as seeking assistance Support Services Agreement v3.0 The CRM Business Ltd. Page 7 of 12

from the Publisher of the software, the Supplier will also make reasonable efforts to use its own resources to find a resolution. 8.10 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 are available on the Supplier s website at www.thecrmbusiness.com/terms.aspx. 9. SERVICE AVAILABILITY 9.1 Support Services are available Monday to Friday from 09:00 to 17:30 9.2 The Support Desk is not open on UK Public Holidays or during the period from 24 th December to 2 nd January 10.1.1 a help-desk service to record and manage all incidents / help requests made by the Customer; 10.1.2 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; 10.1.3 remote support for issue resolutions. Where remote support does not cure or rectify the issue, a member of the Supplier s staff may visit the Customer s premises on request, and the Customer will be charged the standard consultancy rates and expenses, the rates for which will be available on the Supplier s website at www.thecrmbusiness.com/terms.aspx; 9.3 Where coverage is required for UK Public Holidays, a written request must be made a minimum of 30 days in advance. The Supplier reserves the right to reject requests for coverage on UK Public Holidays. 9.4 On-call charges for UK Public Holidays will be charged an on-call fee, the price for which can be found at www.thecrmbusiness.com/terms.aspx and all issues raised will incur a double points fee. 10. RANGE OF SERVICE 10.1 The Supplier shall be responsible for the provision of: 10.1.4 remote training and / or consultancy services. If it is required, or requested by the Customer, Supplier staff will visit the Customer site and the Customer will be charged reasonable expenses, the rates for which will be available on request; 10.1.5 a report, to be provided once per quarter detailing all incidents and the associated performance within the Agreement. 11. INTELLECTUAL PROPERTY RIGHTS 11.1 All Background Intellectual Property Rights shall remain vested in the relevant party. Support Services Agreement v3.0 The CRM Business Ltd. Page 8 of 12

11.2 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 Supplier. 11.3 The Supplier shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that the Customer may consider necessary to perfect the right, title and interest of the Customer in the Intellectual Property Rights in the Developed Material. 11.4 Any Intellectual Property Rights in the Third Party Software and any associated documentation shall remain vested in the relevant third party. 12. EXCLUSIONS 12.1 This Agreement covers maintenance of the products and applications as detailed in Appendix A only. 13. GENERAL 13.1 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. 13.2 The Customer agrees that the terms and conditions of any Purchase Order or other 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. 13.3 The Supplier retains the right to vary the terms and conditions of this Agreement at any time upon giving the Customer seven (7) days notice to be given either on an invoice or on www.thecrmbusiness.com/terms.aspx and continued use of the service is deemed acceptance of these changes. 13.4 The Supplier will maintain a record of all incidents reported by the Customer. The record will include details of: 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 Amount of points consumed in the resolution of the Incident Final diagnosis and description of resolution. Support Services Agreement v3.0 The CRM Business Ltd. Page 9 of 12

APPENDIX A SCOPE AND SUPPORTED PRODUCTS 1. The only products that are supposed pursuant to this Agreement are those which are comprised within the Microsoft Dynamics CRM application as follows: a. Microsoft Dynamics CRM System (Servers for on-premise deployments only) b. Microsoft Dynamics CRM Outlook Client c. Microsoft Dynamics CRM Email router (where installed) 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 CRM Business Ltd. APPENDIX B 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. It will be the Customer s responsibility to take a backup of the CRM application prior to the instalment 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 CRM Business Ltd. 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 CRM Business Ltd. 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 v3.0 The CRM Business Ltd. Page 10 of 12

APPENDIX C CONTACTS 1. The Supplier s contact details for support services are: Channel Contact Details Portal: http://thecrmbusinessportal.cloudapp.net/ Email: support@thecrmbusiness.com Phone: 01625 322 230 APPENDIX D ESCALATION 1. Points shall be awarded in respect of failure, where the failure is the sole failure of the Supplier to meet the Target Response Times set out in Clause 2. These must be claimed by Customer in writing within 1 month of the incident. 2. The following table details the points to be awarded in line with point 1 above: Level Target Response Time Refunded Points Critical 1 hour 40 Normal 3 hours 20 Low 9 hours 0 3. Each Service Credit awarded in accordance with Appendix D shall entitle the Customer to claim from the Supplier any service laid out in this service agreement. Expenses, where appropriate, are not included. 4. Where the Customer exercises its rights to such services under Clause 3 above, the provision of such services shall be in full and final settlement of any claims that the Customer may have against the Supplier in respect of failures giving rise to the Service Credit exercised 5. The total of all claims under this Agreement are restricted and capped at the value paid to the Supplier for the current un-expired Agreement Support Services Agreement v3.0 The CRM Business Ltd. Page 11 of 12

APPENDIX E TOP UP POINTS 1. Where the Minimum Term (or any subsequent period equivalent to the Minimum Term) has not yet expired and the Customer has exhausted the points initially purchased, the Supplier may at its sole discretion (which is not to be unreasonably withheld) permit the Customer to end this Agreement without incurring liability in respect of early termination, subject to the Customer entering into a further Agreement with the Supplier for a further 12 month term. 2. Top-up points can be bought when the original points are exhausted and the Minimum Term, or any subsequent period equivalent to the Minimum Term, is not yet expired based on the current point s rate card in place at the time. Support Services Agreement v3.0 The CRM Business Ltd. Page 12 of 12