Support and Update Terms

1 Applicability of the Support and Update Terms, Order of Precedence of the Provisions

(1) The following Support and Update Terms constitute the basis for all business relationships of Across Systems GmbH (hereinafter referred to as "ACROSS") for the development and delivery of updates and upgrades as well as the performance of support services for standard software developed/programmed by Across. These Support and Update Terms do not apply to customer-specific developments and special customization work, which shall be subject to separate agreements.

(2) The latest version of these Support and Update Terms can always be viewed and printed at ftp://ftp.across.net/documentation/update_en.pdf. The latest version of the terms as of the date of conclusion of the contract shall apply.

(3) In addition to these special Support and Update Terms, the General Terms and Conditions of ACROSS shall apply, which can be viewed and printed at http://www.across.net/en/gtc/. Insofar as these Support and Update Terms do not or not fully contain certain regulations, the provisions of the General Terms and Conditions of ACROSS shall apply. The latest version of the General Terms and Conditions of ACROSS as of date of conclusion of the contract shall apply. Additionally, the Terms of Use of the crossMarket Network shall apply and become part of the contract in the latest version as of the date of commencement of the use of crossMarket.

(4) Any deviating terms and regulations of the buyer of the software license (hereinafter referred to as "Contracting Partner") are hereby expressly rejected; other terms and conditions shall not become part of the contract, even if ACROSS fails to expressly reject them.

(5) Agreements between ACROSS and the Contracting Partner shall apply in the following descending order of precedence:

  • Individual amendments and/or supplements to contractual agreements;
  • Individual contractual agreements;
  • The offer of ACROSS;
  • Special terms and conditions of ACROSS (Support and Update Terms, License Terms/End-User License Agreement (EULA), Terms of Use of the crossMarket Network, etc.);
  • General Terms and Conditions of ACROSS;
  • System requirements defined by ACROSS;
  • Standards/DIN standards;
  • Statutory regulations.

2 Fees, Billing Period, Due Dates

(1) The fees for the services of ACROSS that are regulated herein will be billed in the form of a minimum amount or in the form of a percentage of the list price of the license for the software purchased by the Contracting Partner. If the percentage is above the minimum amount, this percentage will be deemed agreed. The list price of the purchased software according to the offer without any discounts always constitutes the basis for calculation. As a matter of principle, limitation to individual licenses or program parts is not possible. The exact amount depends on the package selected by the Contracting Partner. The prices and service contents of the packages are shown in the package overview in the appendix to these Support and Update Terms.

(2) The percentage pursuant to subsection (1) depends on the selected service scope and always refers to the list price of the license. The percentage is shown in the overview in the appendix to these Support and Update Terms. The list price applicable on the date of purchase shall be authoritative. An additional fee shall be due if further licenses are purchased after the agreement of these Support and Update Terms. The additional fee will be calculated on a pro-rata basis for the total number of remaining months until the billing date.

(3) ACROSS also offers the software for lease and as a software-as-a-service (SaaS) solution. If the Contracting Partner decides for a leased/SaaS solution, the support service at the lowest service level (bronze) and the update service as described in the appendix to these Support and Update Terms will be included in the monthly lease price, unless otherwise agreed.

(4) The prices applicable as of the date of the order shall be authoritative. These prices are subject to statutory value-added tax (currently 19 percent or as required by law). Cash discount is not granted.

(5) The billing period is one (1) year, and the fee shall be due in advance. The fees shall be payable within 14 days of the receipt of the invoice for the respective period to the account specified by ACROSS.

(6) ACROSS may change the fees as of the end of the term with three months' prior notice. In this case, the Contracting Partner may terminate the contract with one month's prior notice, effective at the end of the term.

(7) The fees and the basis for calculation shall be as stated in the respective offer.

(8) Apart from this, the payment method shall be governed by the provisions of the General Terms and Conditions of ACROSS, which can be viewed and printed at http://www.across.net/en/gtc/.

3 Scope of the Update Services

(1) Update services in the meaning of these Support and Update Terms are only services of ACROSS that do not consist of the provision of updates to eliminate defects under the statutory warranty. ACROSS will of course provide such free of charge for the Contracting Partner.

(2) ACROSS will make updates available for the programs manufactured by ACROSS. Update services in the meaning of these Support and Update Terms are conclusively regulated in this subsection. ACROSS will only perform other services against separate payment, in the case of doubt against payment of the usual fee according to the latest price list.

(3) ACROSS will provide the Contracting Partner with all developed updates under these Support and Update Terms exclusively for installation by the Contracting Partner.

(4) The update service of ACROSS must be agreed separately for every software license of the Contracting Partner.

(5) The services of ACROSS are excluded for third-party products (e.g. merchandise and/or products of third-party manufacturers that are designated as such). Services for such products must be separately agreed with and obtained from the respective manufacturers.

(6) Updates in the meaning of these Support and Update Terms are version changes that are released within a version or generation of the software (e.g. service releases, update of the software, adaptation of the software to changed mandatory legal regulations or standards, addition of minor features to the software, general further development of the performance, supplementation of the software documentation). Updates can be identified by the number shown after the version number of each Across component. ACROSS may release update versions on CD or other media or make them available for download.

(7) Updates in the meaning of these Support and Update Terms also include new software generations that, upon release, are evident from the new version number and that belong to the same product line.

(8) Updates are provided exclusively for the company location(s) of the Contracting Partner for which the software was purchased and for the country and language version of the software that is used there. The provision, installation, and/or use of updates for other company locations or other country and language versions is subject to the prior purchase of additional software licenses by the Contracting Partner against additional payment. Updates cannot be limited to individual licenses or program parts within an installation.

(9) As a matter of principle, updates are only offered for the latest software version. However, at the request of the Contracting Partner, ACROSS may also be able to provide updates for older software versions.

(10) As a matter of principle, ACROSS recommends testing updates on test systems before installing them in live environments. Test systems must be requested separately.

(11) At its own discretion, ACROSS may deliver updates for free product versions. Within the scope of continuing obligations, e.g. when using services of ACROSS in the crossMarket setting, ACROSS undertakes to keep the respective product fit for use.

4 Services Not Included in the Update Services

(1) The following services are not covered by these Support and Update Terms and will be billed separately on the basis of an offer to be prepared by ACROSS at the request of the Contracting Partner, unless they are included in a fixed number of hours that have been ordered or are specified in the general price list of ACROSS:

  • Guidance, training, and instruction of employees of the Contracting Partner, elimination of errors on site, and services to eliminate consequential damage whose cause is not causally based on a defect of the software;
  • Installation of updates that are billed according to the amount of work incurred for the installation;
  • Services that become necessary due to an update (e.g. training, changes to forms, customization of reports, etc.) will be billed based on the amount of work involved and must be requested separately;
  • Elimination of program bugs for which ACROSS is not responsible or that are not covered by the warranty;
  • Elimination of program bugs that cannot be reproduced in standardized system environments that are similar to the customer's system.
  • Elimination of program bugs in test systems
  • Elimination of program bugs in the Across development environment (API)
  • Individual customization, customer-specific programming that changes or expands the standard scope of the software as well as automation.

(2) At its own discretion, ACROSS may offer the changes in the form of an update, an additional program, or a new product. Such products are provided on the basis of separate chargeable individual orders of the Contracting Partner at the General Terms and Conditions, License Terms, and Support and Update Terms applicable to these products.

5 Scope of the Support Services

(1) Support services in the meaning of these Support and Update Terms only comprise services of ACROSS that do not consist of the performance of the statutory warranty.

(2) The Contracting Partner may request support services from ACROSS in the form of support, guidance, and assistance for the use and operation of the software via the ticket system or, in exceptional cases, by phone. The exact scope of the support services depends on the package selected by the Contracting Partner. The service contents of the packages are shown in the package overview in the appendix to these Support and Update Terms.

(3) The support services refer exclusively to the ACROSS product licenses purchased by the Contracting Partner. 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. Support services for such products must be obtained separately from the respective manufacturers.

(4) ACROSS reserves the right to delegate support services to authorized third parties, who will perform the services due on behalf of ACROSS.

(5) The support is provided exclusively for the company location(s) of the Contracting Partner 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.

(6) ACROSS reserves the right to limit support services for the Contracting Partner to technical contacts to be named in advance ("named support")

(7) In the case of support requests that can obviously be answered by documents or information already available (e.g. known software handling errors), ACROSS 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.

(8) The support service is available in German or English, as requested.

(9) The provision of support services for test systems and for ACROSS development licenses (SDK) is excluded. Support services for the APIs contained in ACROSS products are only performed in that ACROSS checks and ensures that the interface delivers the values it is supposed to deliver. Separate agreements may be concluded for these between the Contracting Partner and ACROSS.

(10) Contracting Partners who have valid support contracts usually get support services from the support department of ACROSS 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 925 425. 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 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.)

(11) The availability of the support department of ACROSS depends on the selected service package as shown in the overview in the appendix to these Support and Update Terms.

(12) In the event of a production standstill, ACROSS (or an authorized agent) will respond to the Contracting Partner 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 these Support and Update Terms. The inquiry must usually be made in writing and contain a precise description of the error. Other inquiries will be answered to the Contracting Partner as soon as possible and in accordance with the selected service package.

(13) All support inquiries must be qualified and must describe the support service to be performed as precisely as possible.

(14) At its own discretion, ACROSS may provide support for free product versions. At its own discretion, ACROSS may determine the type, form, and scope of the support. Within the scope of continuing obligations, e.g. when using services of ACROSS in the crossMarket setting, ACROSS undertakes to keep the respective product fit for use and to provide support in this framework.

6 Services Not Included in the Support Services

The following services are not covered by these Support and Update Terms and will be billed by separate agreement on the basis of an offer to be prepared, unless they are included in a fixed number of hours that have been ordered or are specified in the general price list of ACROSS:

  • Guidance, training, instruction of employees of the Contracting Partner;
  • Elimination of bugs on site;
  • Services within the scope of test installations;
  • Services within the scope of the performance of updates;
  • Services within the scope of ACROSS development licenses (SDK);
  • Services for the elimination of consequential damage whose cause is not adequately causally based on a defect of the software;
  • Elimination of program bugs for which ACROSS is not responsible;
  • Individual customization, customer-specific programming that changes or expands the standard scope of the software as well as automation.

7 Limitations, Cooperation Obligations

(1) The Contracting Partner shall ensure that the system environment specified by ACROSS as well as the hardware and software requirements are always fulfilled. If this is not the case, ACROSS shall be under no obligation to perform support services as long as the specified system requirements are not fulfilled by the Contracting Partner. The latest system requirements (minimum standard) can be accessed at ftp://ftp.across.net/documentation/SystemRequirements_en.pdf.

(2) As a precondition for the support of the software and the operability of the updates provided by ACROSS, the software must be and remain compatible with the other programs, system software, and hardware deployed by the Contracting Partner. The Contracting Partner shall contact ACROSS in order to coordinate the further procedure before he uses software or hardware other than that specified by ACROSS or other than recommended in the respective documentation. Otherwise, ACROSS cannot assume any liability for any damage or other problems.

(3) ACROSS shall only be obligated to eliminate errors that are reproducible on the basis of the system requirements (especially hardware, database, and operating system) for the respective program version in standardized system environments that are similar to the customer's system.

(4) At the discretion of ACROSS, technical program solutions are implemented through the delivery of storage media, by enabling download via the Internet, or by giving the Contracting Partner's personnel instructions on how to enter program changes or change program parameters.

(5) Releases and program versions continue to be supported for a period of at least one year after the subsequent program version becomes available. Older program versions are discontinued at regular interviews; the information on the discontinuation of older program versions is published at www.across.net. Discontinued versions are no longer supported by ACROSS.

(6) Support and update services can only be performed if the Contracting Partner uses the latest version of the software. Therefore, the Contracting Partner is under the obligation to install the updates made available by ACROSS without delay in order to enable ACROSS to perform the update and support services. At the latest when the discontinuation of a version of ACROSS is announced, the Contracting Partner shall install the latest version of the software at the particular time. If the Contracting Partner does not comply with this cooperation obligation, ACROSS may refrain from performing any further support and update services for the Contracting Partner as long as this situation continues, thereby asserting the right to withhold the performance.

(7) If necessary, the Contracting Partner shall establish the technical preconditions in order to enable ACROSS to access the servers or the respective computers via remote maintenance (e.g. WinVNC).

(8) The forwarding of update links or update files of ACROSS is prohibited. ACROSS releases certain updates for specific customers. The installation of an update not expressly released for a specific customer can cause problems. Therefore, the customer undertakes to use the update links communicated to him by ACROSS or update files from ACROSS exclusively for the purpose of updating his own program version.

(9) The customer fully indemnifies ACROSS against any third-party claims resulting from the customer's breach of the obligation regulated here. Moreover, should the update links or update files be forwarded to a user who is not entitled to the update, the customer undertakes to pay ACROSS a reasonable penalty, whose amount shall be subject to the equitable discretion of Across and may be reviewed judicially in the event of a dispute.

(10) Should the Contracting Partner breach the Terms of Use of the crossMarket Network, the End User License Agreement (EULA) of the Software, or the General Terms and Conditions of ACROSS, ACROSS may withhold its services under the support and update contract between the parties until the Contracting Partner compensates ACROSS for the damage provably incurred due to his behavior. If the proven damage is not compensated despite a reasonable period determined by ACROSS, ACROSS may terminate the support and update contract between the parties for good cause as of the end of the calendar month following the end of the determined period. The regulation of section 8 (6) shall analogously apply to this case.

8 Term

(1) The Contract Partner purchases the service scope regulated herein for a period of 12 months from the conclusion of the contract ("term").

(2) Upon expiry of the 12 months, the term will automatically be renewed by another 12 months, unless written notice of termination of the contract is given one month prior to the end of the term. ACROSS reserves the right to amend the type and scope of the Support and Update Terms and any existing additional individual agreements for any subsequent term with three months' prior notice.

(3) If the Contracting Partner receives the update service of ACROSS within the framework of his leased or SaaS solution, the term will end together with the end of the lease or of the SaaS service and will not require separate notice.

(4) The right to termination with immediate effect for good cause remains unaffected by these provisions. Both Parties may terminate the contract at any time for good cause with immediate effect. As far as ACROSS is concerned, "good cause" includes but is not limited to the following:

  • The insolvency court admits an application for institution of insolvency proceedings over the assets of the Contracting Partner;
  • Insolvency proceedings are instituted over the assets of the Contracting Partner or this is rejected due to the lack of assets;
  • The Contracting Partner fails to fulfill his payment obligation or part of it in two consecutive calendar months or more than twice in a contract year even after the end of an additional reasonable grace period (usually ten (10) days).

(5) The Contracting Partner's right to terminate the contract with immediate effect for good cause in case he is not duly enabled to use the subject matter or part of it in the contractual manner or if he is later deprived of this possibility is excluded (Section 543 (2) no. 1 of the German Civil Code (BGB)).

(6) In case ACROSS terminates the contract for good cause for which the Contracting Partner is responsible, the Contracting Partner shall reimburse ACROSS for all costs, losses, expenses, or damage that it incurs due to the early termination of the contract. The aforesaid reimbursement claim will be due within seven (7) days of the end of the contract and shall exist regardless of any statutory or contractual claims.

9 Amendments to These Support and Update Terms

ACROSS reserves the right to amend these Support and Update Terms. Within the scope of continuing obligations, the Contracting Partner will be expressly informed about any amendments, and his attention will be drawn to the amended passages, which will be highlighted. If the Contracting Partner does not indicate within six (6) weeks after being informed of the new version that he does not accept the new version, this will be deemed as implicit approval, and the contractual relationship will include the new version from this time on. If the Contracting Partner does not acknowledge the amended version of these Support and Update Terms, ACROSS shall have a special right of termination by the upcoming end of the term pursuant to section 8 of these Support and Update Terms. Until the end of the contract terminated in this way, the contractual relationship will continue to be governed by the unmodified version of the Support and Update Terms. Along with the information concerning the requested amendments, ACROSS undertakes to expressly draw the Contracting Partner's attention to these consequences of his behavior.

10 Severability and Binding Language Version

(1) Should any of the provisions of these Support and Update Terms be or become invalid or should they have a gap, this shall not affect the validity of the other provisions.

(2) If these Support and Update Terms are available in several languages, only the German version shall be legally binding.

Appendix: Severities and Support Levels

ACROSS Systems GmbH

Severities

Level

General definition

Details

1

System standstill

  • Across Server does not boot/cannot be reached
  • Working with the system is not possible
  • Urgently needed documents cannot be checked out
  • In the case of SaaS or ASP: Client hangs

2

System is severely impaired

  • Working with Across is only possible with severe limitations
  • Parts of Across (e.g. crossTank, crossTerm, crossAutomate, ...) are not available
  • Several clients cannot work

3

System is impaired

  • Working is possible with limitations
  • Performance problems
  • A certain user is unable to work
  • Individual functions do not work as expected/as usual

4

System is slightly impaired

  • Working is possible, but certain functions cannot be used
  • Performance is not ideal
  • Certain functions do not work as previously (e.g. after the installation of a patch)
  • Assumed general error
  • Only certain users have a problem 

5

General questions

  • Product support
  • All functions of Across work
  • General questions concerning Across
  • General questions concerning Across components

Support Levels and Service Level Agreement


Bronze

Silver

Gold

Platinum

Availability (CET/CEST)

Weekdays (Mon-Fri) office hours

8 a.m. - 4 p.m.

8 a.m. - 6 p.m.

8 a.m. - 6 p.m.

8 a.m. - 6 p.m.

Weekdays (holidays)

No

No

Severity 1 and 2

Severity 1 and 2

Contact processes

E-mail support (not prioritized)

Yes

Yes

Yes

Yes

Ticket system (prioritized tickets)

Yes

Yes

Yes

Yes

Number of persons entitled to support
(access to ticket system)

3

3

5

5

Collective access for freelancers

1

1

1

1

Named support with substitute

No

No

No

Yes

Response times

Severity 1

8h

6h

2h

2h

Severity 2

16h

12h

6h

2h

Severity 3

32h

24h

12h

8h

Severity 4

40h

36h

24h

24h

Severity 5

72h

72h

40h

40h

Requirements (customer side)

Test system

-

-

Yes

Yes

Remote access to customer system

-

-

Yes

Yes

Fees

Percentage of list price

10%

13%

16%

21%