Product Support Agreement

1. DEFINITIONS
   1. Program means the software product for which customer has a license and has purchased the services specified in this Agreement.
   2. Program Material means the Program together with the media on which it is recorded and all supplied related documentation.
   3. Designated Support Centre means the Customer's Contact notified in writing by the Customer to the Software Supplier.
2. SCOPE OF AGREEMENT
   1. The Software Supplier shall subject as herein provided:
      1. Provide to the Designated Support Centre, only, an email support service. Responses to such emails shall normally occur between the hours of 0900 and 1700 (English time) Monday to Friday (English Public Holidays excluded).
      2. Provide to the Designated Support Centre, only, a telephone support service between the hours of 0900 and 1700 (English time) Monday to Friday (English Public Holidays excluded).
      3. Make available to the Designated Support Centre on demand all new releases of software which update the Program for use on the Customer's Computer System.
      4. Use reasonable endeavours to correct errors in the Program Material reported in writing by the Designated Support Centre and provide update versions to correct those errors as soon as practicable.
   2. Where releases of software are supplied which upgrade or update the Program at the Customer's request the same shall be eligible for inclusion under this Agreement at the standard charges in force at the date of supply and to the provisions of this Agreement.
3. ELIGIBILITY
   1. The Supplier may in addition to the Program elect to accept as eligible for inclusion under this Agreement any additional program covered under an existing support agreement upon the expiration of such agreement subject to the standard charges in force at the date of acceptance under this agreement.
   2. Where such additional program has ceased to be covered by a previous support agreement the Supplier shall be entitled to make an additional charge for the period from the expiration of the previous agreement to the date of acceptance under this Agreement.
4. TERM OF AGREEMENT
   1. The initial term of this Agreement is one year unless specified otherwise.
   2. This Agreement shall continue thereafter for a further year unless terminated by either party giving a minimum of 90 days written notice expiring at the end of the first term or any anniversary thereafter.
5. CHARGES
   1. The charges shall be subject to variation at any time. Notice shall be given in writing in good time for the new charges to be effective for the term following the current term.
   2. The full annual support charge for the first term shall be due and payable in advance and for any subsequent year on the day following the expiration of the first term or the anniversary thereof.
   3. All charges are exclusive of VAT and any other taxes and imposts.
   4. Where the services are provided at the Customer's premises or outside the hours specified above the Customer shall pay, upon receipt of invoice, a charge therefor calculated at the standard hourly rate in force at the time of service.
   5. Where the Customer requires a support service notwithstanding the breach of the TERMINATION Clause below the Supplier shall have the option to provide such service at a charge calculated at its standard hourly rate in force at the time of service.
6. EXCLUSIONS
   1. IST shall not be obliged to provide support hereunder:
      1. if the Program shall not have been properly used or installed in conjunction with the Customer's Computer System in accordance with the documentation.
      2. if the Program shall have been modified in any way without the prior written consent of the Supplier or shall not be in the same form as supplied by the Supplier.
      3. if the Customer shall be in breach of any other Agreement entered into in respect of the Program.
   2. The support service shall not include:
      1. installation of the Program or updates thereof on the Customer's Computer System.
      2. releases of the Program Material other than the current and previous releases except that all releases will be supported for a minimum period of 6 calendar months.
      3. support to any person other than the Designated Support Centre.
7. TERMINATION
   The Supplier shall be entitled to terminate this Agreement by notice in writing to the Customer:
   1. if the Customer shall fail to pay any charge within 30 days of any invoice therefor.
   2. if the Customer shall commit any material breach of this Agreement.
   3. if the Customer shall become insolvent or being a corporation enter into liquidation or have a receiver, administrator, administrative receiver or manager appointed in respect of any of its assets or in the case of an individual commit any act of bankruptcy or have any adjudication or receiving order made against him or in either case enter into any composition or arrangement with creditors or suffer any execution in respect of any debt.
8. LIMITATION OF LIABILITY
   1. The Customer's attention is drawn to the inherently complex nature of the Program and the need to ensure the validity of any requested operation.
   2. The Supplier will only accept liability for claims if defects are promptly notified to the Supplier in writing.
   3. In no event will the Supplier be liable for any special, incidental, or consequential damage or for loss of profits or for claims against the Customer by any third party arising from the use or inability to use the Program Material.
   4. The Supplier shall not be liable for any claim in excess of the amount of the fees in respect of this Agreement.
9. CUSTOMER RESPONSIBILITIES
   1. The Customer acknowledges that this Agreement contains the entire understanding of the parties hereto with regard to the subject matter thereof.
   2. The Customer shall route all requests for support through the Designated Support Centre.
   3. The Customer shall provide at no charge to the Supplier written evidence of faults found and other material that the Supplier may reasonably require to enable the faults to be reproduced at the Supplier's premises.
   4. In the event that it is deemed necessary for the Supplier to have access to the Customer's equipment where the Program is installed in order to properly undertake its responsibilities, then the Customer shall provide at no charge to the Supplier full access at a mutually convenient time.
   5. The Customer shall not sell, assign, lease or otherwise transfer or dispose of the benefit of this Agreement.
10. OTHER SERVICES
    The following additional services are not provided for under the terms of this Agreement:
    1. Training of staff.
    2. Modifying the Program Material to meet Customer specific requirements.
    3. Porting the Program to other systems.
    4. Technical consultancy.
    5. Support of Customer sites other than the Designated Support Centre.
11. APPLICABLE LAW
    The validity, construction and performance of this Agreement shall be governed by the Laws of England. The Agreement shall be subject to the exclusive jurisdiction of the Court of England.