Support and Update Contract
(Revision: July 01, 2021; Version 4.0)
1 Software and Services
1. The Parties agree the services specified in subsection 2 for the software specified in the offer.
2. Across Systems GmbH will perform the following services:
a) Delivery of updates:
Across Systems GmbH will continue to develop the software and adapt it to changed requirements in order to perpetuate the quality and provide the Customer with new versions of the software that come into existence in this way. Minor functional upgrades are also included.
Across Systems GmbH will provide support, advice, and assistance to the Customer for the use and handling of the software.
Across Systems GmbH will perform additional defined services for the Customer within the framework of the individual performance specification, e.g. training, system maintenance, consulting. These shall be called off in the respective Agreement year and cannot be carried forward to subsequent years. Any quotas not called off will expire without substitution and compensation. With regard to the scheduling of the service quotas, the Parties shall communicate early enough in advance in order to enable due planning at Across Systems GmbH.
The performance specification applicable at the conclusion of the Agreement is enclosed as Appendix 1. Across Systems GmbH will regularly update this specification in order to ensure professional and appropriate service for all customers and will in this case provide the Customer with an updated version.
3. The software maintenance will be performed according to the state of the art and for the benefit of all software users. The services will only be performed for the last and penultimate software version delivered by Across Systems GmbH. The services of this Agreement are always performed for only one company location of the Customer for the entire installation of the Across software at that location.
4. The following services are expressly not covered by this Agreement, unless they are individually agreed (see section 5):
a) Services that do not refer to the supported versions of the software (an up-to-date list of supported versions will be provided on request)
b) Guidance, training, instruction of employees of the Customer
c) Elimination of bugs at the Customer
d) Installation of updates
e) Services that become necessary due to an update, e.g. changes to forms, customization of reports
f) Elimination of (alleged) program bugs that are not reproducible and of program bugs in test systems or the Across development environment (API)
g) Individual changes of and supplements to the software
h) Services that become necessary because the Customer does not or not duly fulfill provision or cooperation duties or does not fulfill these as agreed, especially if the Customer fails to duly configure or maintain connected systems
i) Services that become necessary due to non-contractual or unlawful manipulation by the Customer or a third party commissioned by the Customer
j)Services that become necessary because the Customer decides not to have provided updates installed
k) The recovery of files of the Customer, unless this is necessary due to circumstances for which Across Systems GmbH is responsible
5. Across Systems GmbH may deliver the new software in the same way as it was permitted to do for the first delivery according to the software purchase contract or by making the version accessible to the Customer in electronic form. In the event of a change of the state of the art, Across Systems GmbH reserves the right to change the mode of delivery.
6. No support services will be performed for test systems and Across development licenses (SDK). The only service that Across Systems GmbH will perform for APIs is to check and ensure that the interface returns the values it is supposed to.
2 Cooperation of the Customer
1. The Customer shall ensure that all delivered updates are installed. Should the further development of the software result in changed requirements for the hardware or other system components, the Customer shall comply with these.
2. The Customer shall without delay report any malfunction, errors, and damage. The notification may first take place orally, but must be repeated via the ticket system on the next working day, at the latest. It must be precise enough to enable Across Systems GmbH to commence with systematic troubleshooting measures. The notification may only be made by a person that has the needed knowledge of the software and professional qualification and that the Customer has communicated to Across Systems GmbH in writing as being authorized to make such notifications.
3. The Customer shall keep the employees who use the software trained. The Customer shall cooperate in the troubleshooting especially by providing employees, information, rooms, equipment, programs, and telecommunication facilities, by duly documenting the data processing, by backing up the data according to the state of the art, and by logging the software processes as minutely as possible. Moreover, the Customer shall especially ensure that the Customer's systems, software, or data do not cause any malfunction, faults, or damage.
4. The Customer shall grant Across Systems GmbH access to the software and permit the delivery of new software via data lines. The Customer shall establish the connections needed for this purpose.
3 Rights to the Software
1. The Customer shall have the same rights to the software provided to him within the scope of the services as to the acquired or rented standard software. However, the Customer may only use one version at a time. The use as test system is subject to remuneration.
2. Before commencing with the productive use, the Customer may conduct tests and training with the new version. After the end of the productive use, the Customer may keep and use earlier versions of the software for documentation purposes and for emergencies, but not for more than one year after the delivery of a new version of the software. Across Systems GmbH grants the Customer the rights need for this.
1. The remuneration for the services is regulated in the respective offer. The remuneration will be billed in advance for every Agreement year. Even if the Customer does not install the software, the remuneration obligation will begin no later than three months following the delivery of the software. The remuneration is calculated from the license value of the entire installation of the software at the Customer's company location.
2. The Parties agree a yearly automatic increase of 3 percent of the remuneration for the software maintenance (based on the fees applicable in the preceding year) plus the latest producer price index (total index) published by the Federal Statistical Office (currently at www.destatis.de/EN/Themes/Economy/Prices/Producer-Price-Index-For-Services/_node.html;jsessionid=7AA33E08CCA37D569E8E2BC0E03A6950.live711) at the beginning of an Agreement year, for the first time after the end of 12 months or upon expiry of a longer minimum Agreement term agreed.
3. Across Systems GmbH may charge additional remuneration for services that become necessary due to the Customer's failure to comply with a cooperation obligation or through faulty use or an incorrect software environment or services requested additionally by the Customer.
5 Service Quotas
1. In deviation from section 1 subsection 4, the Customer may order quotas of services for which Across Systems GmbH has the needed expertise (e.g. training, configuration, consulting, handling support) from Across Systems GmbH in writing. The specific service requirements and timing of the performance shall be jointly determined when the quota is drawn on.
2. Regardless of the Agreement year, the claim to services from the quota agreement shall apply for one calendar year. At the end of the calendar year, the quota will expire without any claim to compensation. If the Customer has ordered several quotas, the oldest quota will always be used up first.
3. Across Systems GmbH may also bill the entire remuneration for the quota upon conclusion of the quota agreement retroactively for the respective calendar year. The quota agreement shall be governed by the General Terms and Conditions of Across Systems GmbH.
6 Term, Termination
1. If this contract is available in several languages, only the German version of this contract shall be legally binding.
2. The Agreement begins at the point in time when the Customer is technically able to use the software.
3. The Agreement may be terminated by either Party with three months' notice, effective at the end of an Agreement year, at the earliest as of the end of 36 calendar months. Unless the Agreement is terminated, it will be renewed for additional terms of one year.
4. Termination of the Agreement with immediate effect for good cause is governed by section 6 of the General Terms and Conditions. If termination by Across Systems GmbH with immediate effect for good cause is based on non-contractual behavior of the Customer, Across Systems GmbH will retain the claim to contractual remuneration that it would have been entitled to if notice of termination had not been given as minimum damages. A deduction of 10 percent of the remuneration is agreed for saved expenses of Across Systems GmbH. The Customer may furnish evidence that the savings are much higher than 10 percent.
5. If the Customer has not purchased the Software but rented it, this Agreement will end automatically and without giving notice as of the end of the rental agreement.
6. In the event of termination of the Support and Update Agreement, the agreement on service quotas shall end as of the end of the calendar year in which the Support and Update Agreement ends.
7 General Terms and Conditions
The General Terms and Conditions of Across Systems GmbH, which are published on its website, shall apply exclusively.
Appendix 1 to the Update and Support Agreement
Scope of the Support Services
(1) Support services in the meaning of this Agreement only comprise services of Across Systems GmbH that do not consist of the performance of the statutory warranty.
(2) Customers who have valid support agreements usually get support services from Across Systems GmbH via the ticket system. In the case of operational standstill and in exceptional situations, the support desk can also be contact by telephone at +49 (0)7248 925 423. Nevertheless, a qualified support ticket must first be generated in the ticket system. (The support ticket must contain all important information in order to enable Across Systems GmbH to start processing it. This includes a detailed description of the problem, an explanation of how the problem manifests itself, a description of the process steps that led to the error, any previous changes to the configuration, a description of your own solution attempts, etc.).
(3) The exact scope of the support services depends on the package selected by the Customer. The service contents of the packages are shown in the package overview in the Appendix to this Agreement.
(4) The support services refer exclusively to the Across product licenses purchased by the Customer. Third-party products (e.g. merchandise and/or products of third-party manufacturers that are designated as such) are excluded from support services in the meaning of this Agreement. The Customer must obtain any needed support services for such products separately from the respective vendors.
(5) Across Systems GmbH reserves the right to delegate support services to authorized third parties, who will perform the owed services on behalf of Across Systems GmbH.
(6) The support is provided exclusively for the company location(s) of the Customer for which the software was purchased and for the country and language version of the software that is used there. Support for other company locations or other country and language versions is subject to the express inclusion in the support scope against additional payment. It is not possible to limit the support to individual licenses within an installation or to individual parts of the program.
(7) Across Systems GmbH reserves the right to limit support services for the Customer to technical contacts to be named in advance ("named support").
(8) In the case of support requests that can obviously be answered by documents or information already available (e.g. known software handling errors), Across Systems GmbH reserves the right to refer to such available documents or information (e.g. existing documentation, help, FAQ, or other utilities) and not to perform any support services beyond this scope or to perform such services against additional payment.
(9) The support service is available in German or English, as requested.
(10) The availability of the support department of Across Systems GmbH depends on the selected service package as shown in the overview in the Appendix to this Agreement.
(11) In the event of a production standstill, Across Systems GmbH (or an authorized agent) will respond to the Customer in a qualified manner as soon as possible after the inquiry is received. The response time depends on the selected service package as shown in the overview in the Appendix to this Agreement. Other inquiries will be answered to the Customer as soon as possible and in accordance with the selected service package.
(12) Support inquiries must be qualified and must describe the support service to be performed as precisely as possible.
(13) At its own discretion, Across Systems GmbH may provide support for free product versions. At its own discretion, Across Systems GmbH may determine the type, form, and scope of the support. Within the scope of continuing obligations, e.g. when using services of the payable version of the Across Translator Edition, Across Systems GmbH undertakes to keep the respective product fit for use and to provide support in this connection.
Appendix: Severities and Support Levels
|1||System standstill|| |
|2||System is severely impaired|| |
|3||System is impaired|| |
|4||System is slightly impaired|| |
|5||General questions|| |
Support Levels and Service Level Agreement
|Weekdays (Mon-Fri) office hours||8 a.m. - 5 p.m.||8 a.m. - 6 p.m.|
|Weekdays (holidays 1)||No||Severity 1 and 2|
|E-mail support (not prioritized)||Yes||Yes|
|Ticket system (prioritized tickets)||Yes||Yes|
|Number of persons entitled to support (access to ticket system)||5||5|
|Collective access for freelancers||unlimited||unlimited|
|Requirements (customer side)|
|Remote access to customer system||-||Yes|
|Maintenance: Percentage of list price||20%||31%|
1 Public holidays in Germany (at the location of the registered office of ACROSS).