Licence
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND WORLD PROGRAMMING
LIMITED. PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
THE SOFTWARE.
These terms, together with any Invoice (defined below), (together, the
AGREEMENT) constitute a legal agreement between you (CUSTOMER) and World
Programming Limited of Osprey House, Budds Lane, Romsey, Hampshire SO51
0HA, United Kingdom (SUPPLIER), (together, the Parties) for the Software
(defined below).
Description of Licensed Software
The Software is data analytics software for business analysts and data
scientists for performing data mining and predictive modelling and
developing and deploying data analytics applications. The Software has a
built-in SAS language compiler that can be used to develop and run SAS
language programs and combine programs written in the SAS, R, SQL and
Python programming languages.
IMPORTANT NOTICE TO ALL USERS
THE SOFTWARE IS LICENSED NOT SOLD. SUPPLIER DOES NOT SELL THE SOFTWARE
TO CUSTOMER. CUSTOMER SHALL NOT ACQUIRE ANY INTELLECTUAL PROPERTY RIGHTS
IN THE SOFTWARE UNDER THIS AGREEMENT.
BY INSTALLING OR USING THE SOFTWARE CUSTOMER AGREES TO THE TERMS OF THIS
AGREEMENT.
IF CUSTOMER IS A BUSINESS, THIS AGREEMENT WILL BIND CUSTOMER, CUSTOMER'S
AFFILIATES AND CUSTOMER'S AND CUSTOMER'S AFFILIATES' RESPECTIVE EMPLOYEES,
AGENTS, MEMBERS, CONTRACTORS AND CONSULTANTS ACTING ON CUSTOMER'S OR
CUSTOMER'S AFFILIATES' BEHALF. CUSTOMER REPRESENTS THAT THE PERSON
ACCEPTING THESE TERMS IS AUTHORISED TO ENTER INTO THIS AGREEMENT ON
BEHALF OF CUSTOMER AND CUSTOMER'S AFFILIATES.
IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST
NOT USE THE SOFTWARE AND MUST DELETE ANY AND ALL INSTALLATIONS AND
COPIES OF THE SOFTWARE UNDER ITS CONTROL.
IF CUSTOMER HAS ENTERED INTO A MASTER LICENCE AGREEMENT WITH SUPPLIER IN
RESPECT OF USE OF THE SOFTWARE BY CUSTOMER THEN THE TERMS OF THAT MASTER
LICENCE SHALL GOVERN USE OF THE SOFTWARE BY CUSTOMER AND CUSTOMER'S
AFFILIATES INSTEAD OF THE TERMS OF THIS AGREEMENT.
IF CUSTOMER HAS ENTERED INTO AN AGREEMENT WITH SOMEONE OTHER THAN
SUPPLIER FOR CUSTOMER'S USE OF THE SOFTWARE (A RESELLER, OEM PROVIDER OR
OUTSOURCE PROVIDER OF THE SOFTWARE), THE TERMS OF THIS AGREEMENT SHALL
BE DEEMED TO APPLY IN THEIR ENTIRETY BETWEEN CUSTOMER AND SUPPLIER SAVE
THAT ANY PAYMENT OF THE RELEVANT FEES (AS DEFINED BELOW) SHALL BE OWED
TO THE RESELLER, OEM PROVIDER OR OUTSOURCE PROVIDER RATHER THAN TO
SUPPLIER.
SUPPLIER OFFERS A FREE ONE-MONTH EVALUATION OF THE SOFTWARE VIA SUPPLIER'S
WEBSITE AT WORLDPROGRAMMING.COM SO THAT CUSTOMER HAS AN OPPORTUNITY TO
EVALUATE THE SOFTWARE, INCLUDING TO CHECK THE SOFTWARE'S SUITABILITY FOR
CUSTOMER'S NEEDS, PRIOR TO ENTERING INTO THIS AGREEMENT.
ATTENTION IS DRAWN TO THE LIMITATIONS ON LIABILITY IN THIS AGREEMENT.
SECTIONS 10.3, 10.5, 12.2, AND 12.3 REPRESENT ESSENTIAL OBLIGATIONS,
WITHOUT WHICH SUPPLIER SHALL NOT ENTER INTO THIS AGREEMENT.
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1. Definitions and Interpretation
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1.1 The definitions and rules of interpretation in this section
shall apply to this Agreement.
AFFILIATE means a legal entity that Controls, is Controlled by or is
under common Control with a party, where CONTROL means the possession,
directly or indirectly, of the power to direct, through the ownership of
more than fifty percent (50%) of its voting or equity securities,
contract, voting trust or otherwise; the term CONTROLLED or CONTROLLING
shall be interpreted accordingly.
BUSINESS USER means an incorporated or unincorporated company, partnership,
charity, not-for-profit organisation, governmental department, governmental
or regulatory or other body or any Person acting for or on behalf of
such incorporated or unincorporated company, partnership, charity,
not-for-profit organisation, governmental department, governmental or
regulatory or other body or Person which/who uses the Software for the
purposes of their trade, business, craft or profession.
CLOUD means a public or private elastic compute, storage and networking
infrastructure.
CUSTOMER DATA means data owned, held, processed or controlled by
Customer.
CONSULTANCY PROVIDER USE means use of the Software for Customer's
provision of professional services to a third party, including the
development and testing of computer programs, problem diagnosis,
demonstration, feasibility or proof of concept work but not including
the processing of that third party's data for their or Customer's
business purposes.
CONSUMER means a Person who uses the Software other than for the
purposes of their trade, business, craft or profession. An Academic
(defined below) can be a Consumer.
DATA PROTECTION LEGISLATION means (1) the General Data Protection
Regulation ((EU) 2016/679) (the GDPR) and any national implementing
laws, regulations and/or secondary legislation, as amended or updated
from time to time in the UK unless and until the GDPR is no longer
directly applicable in the UK and then any successor legislation to the
GDPR or the Data Protection Act 1998 and (2) any equivalent laws and/or
regulations that apply to the Customer from time to time.
DOCUMENTATION means all websites, manuals, documents, help systems,
data, templates, examples and other information provided to Customer in
any form relating to the Software.
EARLY ACCESS SOFTWARE means Software that is released prior to Generally
Available Software and has a reduced service lifetime as described in
Supplier's software service lifetime policy as updated from time to
time, available on Supplier's website.
EVENT OUTSIDE PARTY'S CONTROL means any act or event beyond a Party's
reasonable control, including failure of or interruption to public or
private telecommunications networks.
FULL LICENCE KEY means a Licence Key that enables the Software to
operate for the full duration of the relevant Licence Period.
GENERALLY AVAILABLE SOFTWARE means Software that is made available to
all Licensees and is supported for the full service lifetime as described
in Supplier's software service lifetime policy as updated from time to
time available on Supplier's website.
INVOICE means a document identified by an invoice number requesting
payment of Licence Fees and setting out scope of Licenses sent by
Supplier to Customer in accordance with this Agreement.
LICENCE means an entitlement to use the Software as specified by a line
item in an Invoice that identifies Software component, Licence Edition,
Platform Type, Licence Period and any other scope specifications for
that entitlement.
LICENCE EDITION means licence edition as specified in a Licence.
LICENCE FEES means the fees specified for a Licence.
LICENCE KEY means a computer file provided to Customer by Supplier
(either directly or through an authorised distributor) that enables
operation of the Software.
LICENCE PERIOD means the duration of a Licence specified in an Invoice.
All Licence Periods shall end on the last day of the calendar month
specified in the Invoice.
OPERATING SYSTEM means the computer operating system on which Customer
may install the Software as specified in the relevant Licence.
PERSON means a human being.
PERSONAL DATA means data subject to protection under Data Protection
Legislation.
PLATFORM TYPE(S) means the platform type(s) specified in the relevant
Licence.
PURCHASE ORDER means a document provided by Customer to Supplier that
places an order in accordance with this Agreement.
QUOTATION means a quotation document provided by Supplier to Customer
that offers to Customer one or more Licences.
QUOTATION REQUEST means a document provided by Customer to Supplier that
requests a Quotation.
REMOTE DESKTOP ACCESS means the use of the Software via remote desktop
software by a Person to access a desktop login session on a networked
Server or Workstation from the Person's local computer.
RENEWAL REQUEST means a document provided by Customer to Supplier that
requests the renewal of a Licence.
RESELLER means an agent authorised by Supplier to distribute licences of
the Software.
SERVER means a physical or virtual computer system including mainframe
computers that may enable the Software to make data or network services
available to other users or computers or may allow the Software to be
used directly or indirectly by multiple users concurrently, and may be
located anywhere including in a datacentre, server room or server
cabinet.
SOFTWARE means any software components licensed to Customer by Supplier,
together with any Updates, Upgrades, Technical Support and Documentation
(all as defined in this Agreement) for that software that are provided
to Customer.
TECHNICAL PREVIEW SOFTWARE means preview, alpha, beta or other pre-release
versions of the Software for which Supplier does not provide support as
described in Supplier's software service lifetime policy as updated from
time to time available on Supplier's website.
TECHNICAL SUPPORT means the technical response service as set out in the
Technical Support Schedule.
TEMPORARY LICENCE KEY means a Licence Key that enables the Software to
operate for a portion of a Licence Period prior to Supplier's receipt of
Licence Fees in respect of the relevant Licence.
UPDATE means a new version of the Software that provides minor fixes
and/or additional features.
UPGRADE means a new version of the Software that provides significant
fixes and/or additional features.
VIRTUAL DESKTOP INFRASTRUCTURE or VDI means use of the Software within a
configuration of computers using server computers to provide independent
virtualised desktop login sessions (each constituting a DESKTOP) to
Persons working for Customer or on Customer's behalf via thin client
hardware or software.
WORKSTATION means a personal computer, workstation, desktop, laptop,
notebook, netbook, tablet or smartphone that has a physical screen
connected to it and that is not located within a data centre, server
room, server rack or otherwise located in any situation in which it is
not attended by a Person.
1.2 Section and schedule headings shall not affect the interpretation
of this Agreement.
1.3 Unless the context requires otherwise:
(a) words in the singular shall include the plural and vice
versa;
(b) any words following the terms INCLUDING, INCLUDE, IN
PARTICULAR, FOR EXAMPLE or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
1.4 References to "this section" are to top-level sections of this
Agreement (e.g. 1, 2, 3) including all sub-sections of that section.
References to "this sub-section" are to second-level sections of this
Agreement (e.g. 1.1, 1.2, 1.3) including all sub-sections of that
sub-section. References to schedules are to schedules of this Agreement.
1.5 The schedules form part of this Agreement and shall have effect
as if set out in full in the body of this Agreement. Any reference to
this Agreement includes the schedules.
1.6 Where an Affiliate of Customer installs and/or uses the Software,
any reference to "Customer" shall be interpreted to mean "Customer and
Customer's Affiliate(s)" as and where appropriate. Customer shall
procure that each of its Affiliates complies with this Agreement.
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2. Scope
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This Agreement sets out the terms of Customer's use of and entitlement
to the Software and Technical Support.
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3. Purchasing and Payment
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3.1 Supplier may issue a Quotation upon receipt of a Quotation
Request or Renewal Request from Customer. Supplier will endeavour to
ensure that the Quotation accurately reflects the Quotation Request or
Renewal Request. It is Customer's responsibility to validate suitability
of any Quotation for Customer's needs.
3.2 If Customer wishes to purchase the Licence(s) set out in a
Quotation, then either:
(a) Customer shall pay immediately via electronic bank
transfer or credit or debit card and Supplier shall issue to Customer an
invoice and a Full Licence Key;
OR
(b) Customer shall issue a Purchase Order to Supplier to
place an order for the Licence(s) set out in the Quotation. Within a
reasonable time of receiving a Purchase Order Supplier shall issue an
Invoice together with Temporary License Key(s) for thirty (30) days.
Supplier's provision of a Temporary Licence Key to Customer shall not
constitute a waiver of Customer's obligation to pay. Any use that
Customer or a Customer's Affiliates make of the Software prior to
Supplier's receipt of the applicable Licence Fees will be upon the basis
that Customer complies with this Agreement. If Licence Fees are not
received prior to expiration of Temporary Licence Key, then the relevant
Licence is deemed to be terminated unless otherwise agreed in writing by
the Parties. Supplier shall provide Customer with a Full Licence Key
upon Supplier's receipt of Licence Fees in respect of the relevant
Licence(s).
3.3 Customer acknowledges that the Software is activated by a Full
Licence Key that shall disable the Software at the end of the Licence
Period of the relevant Licence. Each Licence Key is confidential and
solely for Customer's and/or Customer's Affiliates' use: it may not be
shared or transferred other than between Customer and Customer's
Affiliates. Customer must keep securely any and all Licence Keys.
3.4 Customer shall pay Invoices electronically by the due date shown
on the invoice or to the bank account specified on the Invoice. Payment
terms are thirty (30) days unless agreed otherwise between the Parties.
3.5 All Invoices shall be paid by Customer to Supplier free and
clear of all deductions. If any deduction or withholding is made by
Customer or is required by law Customer shall pay to Supplier the full
Invoice amount net of any deduction or withholding.
3.6 Without prejudice to any other right or remedy that Supplier may
have, if Customer fails to pay Supplier any sum due under this Agreement
on the due date, Customer shall pay interest on the overdue amount at
the rate of 4% per annum above the Bank of England's base rate from time
to time. Such interest shall accrue on a daily basis from the due date
until actual payment of the overdue amount and interest.
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4. Grant of Licence
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4.1 Subject to and conditional upon Supplier's receipt of the
License Fees and in consideration of Customer agreeing to comply with
this Agreement Supplier grants to Customer a non-exclusive, non-transferable,
revocable, limited, right to use the Software, and to allow Customer's
Affiliates to use the Software, in accordance with this Agreement during
the Licence Period and shall deliver the Software to the Customer for
such use.
4.2 If Customer is a Consumer, use of the Software must be for
Customer's own personal purposes. If Customer is a Business User then
all use of the Software must be for Customer's and/or Customer's
Affiliates' normal internal business purposes.
4.3 Customer shall procure that each Customer Affiliate that uses
the Software shall do so in accordance with this Agreement. In the event
that any Customer Affiliate, or person acting or purporting to act on
behalf of a Customer Affiliate, uses the Software otherwise than in
accordance with this Agreement, Customer shall be liable to Supplier for
any loss or damage Supplier suffers as a result of such use as if the
use were Customer's own.
4.4 Customer shall only be entitled to use the Software for Customer's
normal business purposes in accordance with: (1) the usage rights
ascribed to any Licences designated in the Invoice; and (2) any terms
and restrictions specified in the Invoice and this Agreement.
4.5 Customer shall be responsible for obtaining any necessary
licences and/or permissions to import the Software into country of use
by Customer. Supplier shall obtain all necessary licences and/or
permissions to export the Software from Supplier's country of residence
(UK) to Customer's country of residence.
4.6 Customer shall permit only its authorised employees, agents,
members, contractors and consultants to use the Software and shall
procure that only Customer's Affiliates' employees, agents, members,
contactors and consultants use the Software, in each case solely in
accordance with this Agreement.
4.7 Supplier may offer Technical Preview Software to Customer.
Customer may use Technical Preview Software in place of the Software for
the relevant Licence in accordance with all this Agreement. Customer may
install both Generally Available Software and Technical Preview Software
at the same time. Customer acknowledges that: (a) Technical Preview
Software is experimental, may be substantially different from the
Generally Available Software, may be incompatible with other versions of
the Software and may not behave as expected; (b) Technical Preview
Software may employ lesser or different privacy and security measures
than those present in the Software; (c) Technical Support, Upgrades,
Updates and Documentation in respect of Technical Preview Software are
provided entirely at Supplier's discretion.
4.8 Notwithstanding anything to the contrary in this Agreement,
Technical Preview Software is provided "as is" and no warranty, implied
or express, applies to Technical Preview Software. Supplier is not
responsible for any damage caused by or to Customer or a Customer
Affiliate by Technical Preview Software.
4.9 Supplier may offer Customer Early Access Software. Early Access
Software offers access to new features of the Software before those
features are released in Generally Available Software. Access to
Technical Support in relation to Early Access Software is solely at
Supplier's discretion and subject to prior written agreement between the
Parties. Use of Early Access Software by Customer must be in accordance
with this Agreement.
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5. Rights and Restrictions
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5.1 During the Licence Period, Customer may, in accordance with and
subject to Customer's and Customer's Affiliates' compliance with this
Agreement:
(a) download, install and use the Software for Customer's
personal use if Customer is a Consumer or Customer's normal internal
business purposes if Customer is a Business User;
(b) make one back-up copy of the Software; and
(c) receive and use any Upgrade or Update as may be made
available by Supplier from time to time.
5.2 Customer is entitled to Technical Support.
5.3 Except as expressly set out in this Agreement, Customer undertakes:
(a) not to copy the Software or any part of it except where
such copying is necessary for the ordinary use of the Software;
(b) not to rent, resell, lease, sub-license, transfer, loan
or permit the use of the Software by any third party or person, or in
any other way part with the Software in whole or part;
(c) not to translate, merge, adapt, vary, or otherwise make
alterations to the whole or any part of the Software, nor permit the
Software or any part of it to be combined with, or become incorporated
in, any other software or to create derivative works from the Software;
(d) to keep all copies of the Software secure and to
maintain accurate and up-to-date records of the number and locations of
all copies and/or installations of the Software;
(e) to supervise and control use of the Software in accordance
with this Agreement;
(f) not to circumvent, remove or disable any copyright
notices or protection mechanisms included with the Software; and
(g) not to use the Software or any information about the
Software provided by Supplier to produce, improve or modify software to
produce the same or similar functionality as the Software.
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6. Usage Rights and Licence Editions
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6.1 The following definitions shall apply
APPLICATION PROVIDER USE means use of the Software within or from a
computer program developed by Customer or for Customer or that Customer
has the right to use and that makes use of the Software and that has
significantly different functionality to the Software (APPLICATION) to
provide services to Customer's customers or potential customers via the
Application. Under no circumstances shall anyone other than Customer
have access to the Software.
BUREAU PROVIDER USE means use of the Software for processing third-party
data provided to Customer by or on behalf of that third party, either
for Customer's own business purposes or those of the third party who
engages Customer to provide this service (Bureau Provider Use).
EVALUATION USE means evaluating the Software for use in the course of
Customer's trade, business, profession or craft if Customer is a
Business User or for Customer's personal purposes if Customer is a
Consumer.
DEMONSTRATION USE means using the Software solely for the purpose of
demonstrating it to a third party in order for that third party to
evaluate the Software for use in the course of its trade, business,
profession or craft or, if the third party is a Consumer, for their
personal purposes.
DEVELOPMENT AND TESTING USE means use of the Software to test, benchmark,
create or modify computer programs or to verify the operation of such
programs.
DISASTER RECOVERY USE means use of the Software in a disaster recovery
environment in the event that Customer's production environment is
unavailable until such time as Customer's production environment is
restored and for reasonable periodic testing of that disaster recovery
environment.
PRODUCTION USE means use of the Software in Customer's production
environment for the purposes of processing live or historic data.
6.2 Customer shall use the Software solely in accordance with the
usage rights accorded to the Licence Edition(s) specified in the
relevant Licence.
6.3 ACADEMIC EDITION
An Academic Edition Licence is exclusively available to recognised
not-for-profit academic or educational institutions (ACADEMIC INSTITUTIONS)
and Persons who are accredited or matriculated students or members of
academic staff at an Academic Institution (ACADEMIC).
If Customer is an Academic Institution Customer may use, and may
authorise Academics to use, the Software solely for the purposes of
providing or carrying out research, education, tuition or study in
connection with the courses offered by the Academic Institution or
research undertaken on behalf of the Academic Institution. The maximum
number of Academics that can be authorised to use the Software at any
one time is specified in an Invoice.
If Customer is an Academic that has acquired an Academic Edition,
Customer may use the Software for research or study in connection with
Customer's role at the Academic Institution. If Customer ceases to
maintain a role at an Academic Institution, this Agreement shall
terminate with immediate effect.
All research undertaken using the Software shall be strictly in accordance
with the definition of Research and Experimental Development (R and D)
according to section 2.1 of the OECD Frascati Manual 2015 available at
https://www.oecd.org/innovation/inno/frascati-manual.htm, which is as
follows: "R&D comprise creative and systematic work undertaken in order
to increase the stock of knowledge -- including knowledge of humankind,
culture and society -- and to devise new applications of available
knowledge". Supplier requires Customer to place any results of research
into the public domain before or at the same time as Customer provides
the results to commercial sponsors or other sources of research funding.
6.4 APPLICATION PROVIDER EDITION
An Application Provider Edition Licence entitles Customer to use the
Software for Application Provider Use, Development and Testing Use and
Production Use.
6.5 COMMUNITY EDITION
A Community Edition Licence entitles Customer to use the Software solely
for Development and Testing Use and Production Use, in accordance with
the terms set out in this Agreement.
If Customer is a Business User then each and every Person that uses the
Software must personally register on Supplier's website for use of the
Software on behalf of the Business providing that Person's name,
personal work email address and business address, download the Software
and obtain the Software Licence Key from Supplier's website and install
the Software, accept the terms of this Licence Agreement and apply the
Licence Key to the Software. Customer may not, however, permit any
Affiliate or any Person on behalf of an Affiliate to use the Software.
Customer is not entitled to acquire or use a Community Edition Licence
if Customer has acquired any other Edition Licences or makes use of the
Software under a Master Licence agreement.
Customer may not use or connect to Altair SLC Hub software or services from the
Software.
The Software may collect information about Customer's use of the
Software and send the information to Supplier. Supplier may use this
information to provide services and improve Supplier's products and
services.
The Software is provided "as is". Supplier shall not provide any
Technical Support.
To the extent that the terms of this section are more restrictive than
terms elsewhere in this Agreement, these terms will prevail.
6.6 DEMONSTRATION EDITION
A Demonstration Edition Licence entitles Customer to use the Software
solely for Demonstration Use.
6.7 DEVELOPMENT EDITION
A Development Edition Licence entitles Customer to use the Software
solely for Development and Testing Use.
6.8 EVALUATION EDITION
An Evaluation Edition Licence entitles Customer to use the Software
solely for Evaluation Use.
6.9 STANDARD EDITION
A Standard Edition Licence entitles Customer to use the Software solely
for Bureau Provider Use, Consultancy Provider Use, Development and
Testing Use, and Production Use.
6.10 PLATFORM TYPES
(a) WORKSTATION
In respect of Software licensed for use on a Workstation Customer may
install one copy of the Software on each Workstation up to the maximum
number of Workstations permitted by the Licence (each an AUTHORISED
WORKSTATION). If the Software has been licensed to Customer for use in a
VDI, Customer may install the Software in the VDI. In that case, the
Software may only be used via Desktops in that VDI and the maximum
number of Desktops presented at any one time must not exceed the maximum
permitted number specified in the relevant Invoice.
Software licensed for use on a Workstation shall not be installed on a
Server or a workstation computer used as a Server. The sole exception is
if the Software has been licensed to Customer for use in a VDI in which
case the Software shall only be installed on a Server within the VDI and
shall only be used via Desktops in that VDI.
Only one Person shall use the Software on any one Authorised Workstation
at any one time or in the case of a VDI on any one Desktop at any one
time. Provided that the Software is installed and used on no more than
the maximum number of permitted Authorised Workstations (as specified in
the relevant Invoice) at any one time, Customer may transfer the
Software from an Authorised Workstation to another Workstation. This
Workstation becomes the Authorised Workstation provided that the
Software is immediately removed from the original Authorised Workstation.
Customer may not do this to share a licence between workstation computers
or facilitate a multi-user environment for any single installation of
the Software.
Any scheduled or automated use of the Software on a Workstation may only
be under the direct control of and for the direct benefit of the single
Workstation user of the Software in fulfilling their business tasks.
No direct or indirect access to the Software on an Authorised Workstation
from other computers networked with the Authorised Workstation is
permitted, with the sole exception that the single Workstation user of
the Software may access the Software on the Authorised Workstation via
Remote Desktop Access. Customer may not do this to share a licence
between workstation computers or facilitate a multi-user environment for
any single installation of the Software.
(b) SERVER
Software licensed for use on one or more Server may be installed on a
Server or workstation computer used as a Server (also a SERVER) in
accordance with the specifications of a Licence that may include any
of:
(i) Number of installations of the Software;
(ii) Size, capacity or specification of each Server;
(iii) Aggregate size, capacity or specification of the
Servers;
(iv) Maximum concurrent users of the Software;
(v) Named users of the Software.
Scheduled or automated use of the Software and batch processing is
permitted on Servers for the usage purposes permitted by the relevant
Licence.
(c) CLOUD
Software licensed for use in a Cloud environment may be installed and
used within a Cloud environment according to the limitations specified
in a Licence that may include any of:
(i) Maximum or measured number of virtual machines
and/or containers on which Software is installed or used;
(ii) Maximum or measured size/capacity/specification
of each virtual machine and/or container on which Software is installed
or used;
(iii) Maximum or measured aggregate size/capacity/specification
of all virtual machines and/or containers on which Software is installed
or used;
(iv) Maximum concurrent users of the Software;
(v) Named users of the Software;
(vi) Maximum or measured deployed programs or models;
(vii) Maximum or measured aggregate workload by count
and/or system utilisation;
Scheduled or automated use of the Software and batch processing is
permitted in Cloud environments for the usage purposes permitted by the
relevant Licence.
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7. Commencement and Duration
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7.1 This Agreement shall commence upon the date upon which the
Customer clicks through, accepting these terms or the date upon which
the Customer starts to use the Software, whichever is the earlier and
shall expire at the end of the Licence Period, unless terminated earlier
in accordance with this Agreement.
7.2 Each Invoice shall form a part of this Agreement and shall not
form a separate contract.
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8. Intellectual property rights
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8.1 Customer acknowledges that all legal and beneficial rights,
title, and interest in the Software and Documentation and all intellectual
property rights in or relating to the Software and Documentation
anywhere in the world belong to Supplier or Supplier's own licensor(s),
that rights to use the Software are licensed (not sold) to Customer, and
that Customer has no rights in, or to, the Software other than the right
to use it in accordance with this Agreement.
8.2 Customer acknowledges that it has no rights to access the
Software in source code form.
8.3 Customer shall under no circumstances deposit or disclose the
source code of the Software. If at any time and for any reason Supplier
is obliged to deposit or disclose the source code of the Software
with/to Customer or any state, governmental or regulatory body by reason
of Customer's or Customer's Affiliate's use or licensing of the Software
then Supplier shall be entitled to immediately terminate this Agreement
and Customer shall be entitled to a refund of any unused portion of the
Licence Fees paid or payable by Customer in respect of the License
Period during which the termination occurs.
8.4 If Customer wishes to achieve interoperability between the
Software and another software program then upon Customer's written
request specifying the purpose for which the information is required,
Supplier will provide information necessary to achieve such interoperability
to the extent required by applicable law. As such, Customer warrants and
agrees not to disassemble, reverse engineer or decompile the Software
for any purpose. Customer agrees to keep such information confidential
and to use it solely for the purposes of achieving such interoperability.
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9. Data Protection, Security and Integrity
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9.1 The Parties shall comply with all requirements of the Data
Protection Legislation which are applicable to each of them. This
section is in addition to, and does not relieve, remove or replace, the
Parties' respective obligations under the Data Protection Legislation.
9.2 Neither Party shall provide to the other Party any Personal Data
other than is necessary for administration of this Agreement including
sales, billing, customer service and technical support. Customer shall
not provide to Supplier any Customer Data. The Supplier shall not be
considered a processor of Customer's Personal Data or Customer Data. If
Customer sends data to Supplier in connection with Technical Support
then Customer shall send only anonymised data.
9.3 Each Party shall ensure that it has all necessary and appropriate
consents and notices in place to enable lawful transfer of Personal Data
to the other Party for the duration of this Agreement so that receiving
Party may fairly and lawfully use, process and transfer the Personal
Data for the purpose of administering this Agreement.
9.4 Each Party acknowledges that, in relation to any Personal Data
received from the other Party (the sending Party) and processed by the
receiving Party:
(a) the sending Party is the controller and the receiving
Party is the processor for the purposes of the Data Protection Legislation;
and
(b) the receiving Party shall process that Personal Data
only for the administration of and duration of this Agreement and on the
sending Party's written instructions unless the receiving Party is
required by applicable law to process Personal Data.
9.5 The sending Party will ensure that it has all necessary appropriate
consents and notices in place to enable lawful transfer of the Personal
Data to the other Party for the duration and for the purpose of this
Agreement so that the receiving Party may lawfully use, process and
transfer the personal data in accordance with this Agreement.
9.6 The receiving Party shall, in relation to any Personal Data
processed in connection with this Agreement:
(a) Process that Personal Data only on the written instructions
of the sending Party unless the receiving Party is required by law to
process the Personal Data;
(b) ensure that it has in place commercially reasonable
technical and organisational measures to protect against unauthorised or
unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm
that might result from the unauthorised or unlawful processing or
accidental loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development and
the cost of implementing any measures. Those measures may include, where
appropriate, pseudonymising and encrypting Personal Data, ensuring
confidentiality, integrity, availability and resilience of its systems
and services, ensuring that availability of and access to Personal Data
can be restored in a timely manner after an incident, and/or regularly
assessing and evaluating the effectiveness of the technical and organisational
measures adopted by it;
(c) ensure that the individuals allowed to process Personal
Data under this Agreement will respect the confidentiality of the
Personal Data processed;
(d) neither appoint sub-processors without the sending
Party's prior written approval, nor transfer any Personal Data outside
of the European Economic Area (EEA) unless the following conditions are
fulfilled:
(i) the receiving Party has put in place appropriate
safeguards required under Data Protection Legislation in relation to the
transfer;
(ii) the data subject has enforceable rights and
effective legal remedies; and
(iii) the receiving Party complies with the sending
Party's reasonable instructions notified to the receiving Party in
advance with respect to the processing of the Personal Data;
(e) assist the sending Party, at the sending Party's cost,
in responding to any request from a data subject and in ensuring
compliance with the sending Party's obligations under the Data Protection
Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
(f) notify the sending Party without undue delay on becoming
aware of a personal data breach;
(g) at the sending Party's written direction, delete or
return Personal Data and copies thereof to the sending Party on termination
of the Agreement unless required by applicable law to store the Personal
Data; and
(h) maintain complete and accurate records and information
to demonstrate the receiving Party's compliance with this section.
9.7 Either Party may, at any time on no fewer than thirty (30) days'
notice and upon mutual agreement, revise this section by replacing it
with any alternative controller to processor requirements or similar
terms forming part of an applicable certification scheme that shall
apply when replaced by attachment to this Agreement.
=============================================================================
10. Representations and warranties
=============================================================================
10.1 Each Party warrants and represents to the other Party that it
has the authority to enter into this Agreement and that the person
signing this Agreement is duly authorised to sign it. Each Party
indemnifies, holds harmless and agrees to defend the other Party in
respect of any third-party claims, suits, demands, actions, damages,
fines and reasonable fees, costs and expenses, excluding attorneys'
fees, arising from the indemnifying Party's breach, if any, of this
warranty.
10.2 LIMITED WARRANTY. Supplier warrants that it shall take reasonable
commercial efforts to ensure that the Software, in the form and when
provided to Customer, is free of viruses, malware or other harmful
code.
10.3 SUPPLIER EXCLUDES ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE
OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR
ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, ERROR-FREE
OPERATION, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE
TO PROVIDE SUPPORT SERVICES. SUPPLIER DOES NOT WARRANT THE PERFORMANCE
OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SOFTWARE NOR THAT THE
SOFTWARE IS ERROR-FREE.
10.4 CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE SUITABILITY
OF THE SOFTWARE AND ANY DATA GENERATED OR PROCESSED BY THE SOFTWARE FOR
CUSTOMER'S OR CUSTOMER'S AFFILIATES' INTENDED USE, AND CUSTOMER WILL
DEFEND, INDEMNIFY AND HOLD SUPPLIER, ITS OFFICERS AND EMPLOYEES HARMLESS
FROM ANY THIRD-PARTY CLAIMS, DEMANDS, OR SUITS THAT ARE BASED UPON ANY
LACK OF SUITABILITY OF THE SOFTWARE FOR CUSTOMER'S USE OR ANY DATA
GENERATED BY THE SOFTWARE IN CUSTOMER'S USE.
10.5 LIMITED REMEDY. If Supplier breaches the Limited Warranty it
will, at its sole election, either (i) repair or replace the Software at
no charge or (ii) accept return of the Software for a refund of the full
amount paid, if any. These are Customer's only remedies for breach of
the Limited Warranty.
10.6 THE LIMITED WARRANTIES SET FORTH IN THIS SECTION IS THE ONLY
WARRANTIES MADE BY SUPPLIER, AND THE LIMITED REMEDIES SET FORTH IN THIS
SECTION STATE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AGAINST SUPPLIER
FOR BREACH OF WARRANTY.
=============================================================================
11. Intellectual Property Indemnity
=============================================================================
11.1 Notwithstanding anything to the contrary in this Agreement
Supplier undertakes at its own expense to defend Customer or, at
Supplier's option and in Supplier's absolute discretion, settle any
claim or action brought against Customer by a third party alleging that
Customer's possession or use of the Software (or any part thereof) in
accordance with this Agreement infringes that third party's intellectual
property rights (CLAIM) and Supplier shall be responsible for any
reasonable direct losses, damages and costs (including reasonable legal
fees incurred by legal advisors appointed or approved by Supplier)
incurred by or awarded against Customer as a result of or in connection
with any such Claim. Supplier's indemnification obligations in this
section are conditional on Customer:
(a) as soon as reasonably practicable, giving written notice
of the Claim to Supplier, specifying the nature of the Claim in reasonable
detail;
(b) not making any admission of liability, agreement or
compromise in relation to the Claim without Supplier's prior written
consent;
(c) not incurring any legal expenses in respect of the Claim
without Supplier's prior written approval;
(d) allowing Supplier to, in its absolute discretion, assume
conduct and control of any proceedings related to the Claim and to
defend, avoid or compromise the Claim in whatever way Supplier sees fit
with its own choice of legal advisers. Customer may, at Customer's sole
expense, appoint additional legal advisers but Supplier shall have no
obligation to indemnify Customer in respect of any fees or expenses
incurred by such legal advisers;
(e) giving Supplier and its professional advisers access at
reasonable times (on reasonable prior notice) to Customer's premises,
officers, directors, employees, agents, representatives or advisers, and
to any relevant assets, accounts, documents and records within Customer's
possession, custody or control so as to enable Supplier and its professional
advisers to examine them and to take copies (at Supplier's expense) for
the purpose of assessing and/or defending the Claim; and
(f) taking such action Supplier may reasonably request to
avoid, dispute, compromise or defend the Claim.
11.2 If any Claim is made, or in Supplier's opinion is likely to be
made, against Customer, Supplier may at its sole election (in so far as
is permitted under applicable law) and expense:
(a) procure for Customer the right to continue to use the
Software (or any part thereof) in accordance with this Agreement and
Customer's applicable Licence; or
(b) modify, repair or replace the Software with functionally
equivalent non-infringing software if Supplier determines in Supplier's
discretion that it is feasible to do so. Insofar as applicable law
permits, Supplier shall have no other liability to Customer except as
otherwise expressly provided in this section;
(c) if Supplier modifies, repairs or replaces the Software,
the modification, repair or replacement shall comply with the warranties
given in this Agreement;
(d) if Supplier determines in Supplier's discretion not to
modify, repair or replace the Software with a functionally-equivalent
non-infringing version, Supplier may terminate this Agreement and/or any
Licence immediately by written notice to Customer and shall refund any
remaining unused whole months of the Licence Fee paid by Customer for
the applicable Licence Period.
11.3 Without prejudice to any warranties and/or liabilities that are
binding under applicable law, this section constitutes Customer's
exclusive remedy and Supplier's only liability in respect of Claims and,
for the avoidance of doubt, is subject to section 13.4.
11.4 Any indemnities Supplier provides, and any obligation on
Supplier to modify, repair or replace the Software, shall not apply if
the Claim results, in whole or in part, from Customer's conduct or the
conduct of someone acting on Customer's behalf. In particular, but
without limitation, Supplier shall have no obligation or liability to
Customer if Customer or someone acting on Customer's behalf has altered,
modified or amended the Software in any way or used it otherwise than in
accordance with this Agreement or in combination with unsuitable or
poorly maintained software or hardware.
=============================================================================
12. Limitation of liability
=============================================================================
12.1 Customer acknowledges that the Software has not been developed
to meet any of Customer's individual requirements, and that it is
Customer's responsibility to ensure that the features and operational
capability of the Software, including any Updates or Upgrades, meet
Customer's requirements before Customer licenses or uses the Software
under this Agreement. Customer acknowledges that Customer has had the
opportunity to test and evaluate the Software prior to purchase.
12.2 The Software is not fault-tolerant and is not designed, manufactured
or intended for use with hazardous environments or high-risk activities
requiring a fail-safe performance. Customer agrees not to use the
Software in connection with activities in which the failure of the
Software could lead to death, personal injury, or severe physical or
environmental damage. Supplier and its licensors specifically disclaim
any express or implied warranty of fitness for high-risk activities.
12.3 IN THE EVENT THAT EITHER PARTY SEEKS TO CLAIM DAMAGES FROM THE
OTHER PARTY FOR ANY REASON OTHER THAN INTELLECTUAL PROPERTY INFRINGEMENT,
THEY CAN RECOVER FROM THE OTHER PARTY ONLY DIRECT DAMAGES UP TO THE
AMOUNT CUSTOMER HAS PAID FOR THE RELEVANT LICENCE DURING THE CURRENT
LICENCE PERIOD.
12.4 NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES WHATEVER BE LIABLE
TO THE OTHER PARTY FOR ANY OTHER DAMAGES, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT OF THE USE OR
MISUSE OF THE SOFTWARE. SUCH OTHER DAMAGES MAY INCLUDE:
(a) LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;
(b) BUSINESS INTERRUPTION;
(c) LOSS OF ANTICIPATED SAVINGS;
(d) LOSS OR CORRUPTION OF DATA OR INFORMATION;
(e) LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR
(f) ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PURE ECONOMIC
LOSS, DAMAGE, COSTS, CHARGES OR EXPENSES,
WHETHER OR NOT REASONABLY FORESEEABLE AND EVEN IF SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY THAT CUSTOMER MIGHT INCUR THAT LOSS OR TYPE
OF LOSS, OR IF REPAIR, REPLACEMENT OR A REFUND FOR THE SOFTWARE DOES NOT
FULLY COMPENSATE CUSTOMER FOR ANY LOSSES.
12.5 Nothing in this Agreement shall limit or exclude either Party's
liability for:
(a) intellectual property infringement;
(b) wilful or grossly negligent conduct;
(c) death or personal injury resulting from the other
Party's negligence;
(d) fraud or fraudulent misrepresentation; or
(e) any other liability that cannot be excluded or limited
by applicable law.
=============================================================================
13. Termination
=============================================================================
13.1 In the event that Customer commits a material or persistent
breach of this Agreement that Customer fails to remedy within thirty
(30) days after the service of a written notice requiring Customer to do
so, Supplier may, at its option and immediately upon written notice,
terminate this Agreement in its entirety (and all Licenses shall
terminate immediately) or terminate the Licence to which Customer's
breach relates. No refund of any Licence Fees shall be payable.
13.2 Supplier may terminate this Agreement immediately upon written
notice to Customer if Customer: ceases, or threaten to cease, to trade,
or an order is made or a resolution is passed for the winding up of
Customer; an order is made for the appointment of an administrator to
manage Customer's affairs or documents are filed with a court of
competent jurisdiction for the appointment of an administrator or notice
of intention to appoint an administrator is given; a receiver is
appointed of any of Customer's assets or undertakings; if circumstances
arise which entitle a court of competent jurisdiction or a creditor to
appoint a receiver or manager of Customer; if another person takes
possession of or sells such of Customer's assets or Customer make any
arrangement or composition with Customer's creditors; if Customer makes
an application to a court of competent jurisdiction for the protection
of Customer's creditors in any way; in the event that there is a change
in Customer's control; or if Customer takes or suffers any similar or
analogous action to any of the foregoing in any jurisdiction in consequence
of debt. If Supplier is legally required to write to Customer's administrator
or equivalent insolvency practitioner to enquire whether they wish the
Agreement to continue, this Agreement shall only terminate if they do
not wish to continue the Agreement. No refund of any Licence Fees shall
be payable.
13.3 Either Party may terminate this Agreement for any reason or no
reason at all by giving the other Party sixty (60) days' written notice
and Customer may continue to use the Software for any Licences granted
under this Agreement until those Licences expire at which point this
Agreement shall terminate. If Customer terminates this Agreement then no
refund of any Licence Fees shall be payable.
13.4 Upon termination or expiry of this Agreement for any reason:
(a) All rights granted to Customer under this Agreement
shall cease;
(b) Customer must immediately cease all activities authorised
by this Agreement; and
(c) Upon termination of this Agreement Customer shall
immediately and permanently delete or destroy all copies of the Software
from any and all computer systems or storage devices controlled by
Customer or in Customer's possession or custody and certify to Supplier
that Customer has done so.
=============================================================================
14. Events outside Parties' control
=============================================================================
14.1 The Parties shall use reasonable endeavours to meet their
obligations under this Agreement despite any Events Outside the Parties'
Control. However, neither Party shall be liable or responsible for any
failure to perform, or delay in performance of, any of its obligations
under this Agreement that is caused by an Event Outside that Party's
Control.
14.2 If an Event Outside a Party's Control takes place that affects
the performance of that Party's obligations under this Agreement the
Agreement will be suspended and the time for performance of those
obligations shall be extended until the Event Outside that Party's
Control ceases, but in any event no later than the expiry of the Licence
Period in which the Event Outside the Party's Control commences.
=============================================================================
15. Other important terms
=============================================================================
15.1 Supplier may transfer its rights and obligations under this
Agreement to another organisation, but this shall not affect Customer's
rights or Supplier's obligations under this Agreement.
15.2 Customer may transfer its rights or obligations, or otherwise
deal with its rights, under this Agreement with Supplier's prior written
consent that may not be unreasonably withheld or delayed. Upon a change
of Control of Customer Supplier may terminate this Agreement without
notice unless the Supplier has agreed otherwise in writing, such
agreement not to be unreasonably withheld or delayed.
15.3 This Agreement constitutes the entire agreement between the
Parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings
between the Parties, whether written or oral, relating to its subject
matter. Customer agrees that it shall have no remedies in respect of any
statement, misstatement, representation, misrepresentation, assurance or
warranty (whether made innocently or negligently) that is not set out in
this Agreement. Customer agrees that it shall have no claim for innocent,
negligent misrepresentation or negligent misstatement based on any
statement made to Customer prior to entering into this Agreement or
included expressly or impliedly in this Agreement.
15.4 This Agreement shall apply to any use Customer makes of the
Software at any time. No terms in any documents or other correspondence
that Customer may send to the Supplier, including any terms in any
Quotation Request, Renewal Request, Purchase Order or terms of business,
shall apply.
15.5 Failure by either Party to demand the enforcement of any
obligations imposed on the other Party by this Agreement, or any delay
in doing so, shall not constitute a waiver of that obligation. A waiver
of any default by Supplier will only be effective if it is in writing
executed by one of Supplier's directors and will not constitute a waiver
of any subsequent default by Customer.
15.6 Each provision of this Agreement operates separately. If any
court or competent authority decides that any one of the provisions is
unlawful, invalid or unenforceable, but would be lawful, valid or
enforceable if some part of it were deleted or modified, the provision
in question shall apply with such deletion or modification as may be
necessary to make it lawful, valid or enforceable, and the remaining
conditions will remain in full force and effect.
15.7 Supplier may modify the terms of this Agreement, at Supplier's
sole discretion, providing that these modifications will not change the
duration of this Agreement nor the principal characteristics of what is
provided to Customer. Supplier shall notify Customer before Supplier
makes any changes to these terms, in one of the following ways:
(a) If Customer downloads or install a new version of the
Software, the terms included with the Software will replace these
terms.
(b) The license terms included within the Software are
available on Supplier's website worldprogramming.com.
(c) Supplier may email Customer.
Customer's continued installation and use of the Software after Supplier
provides notice of any amended terms constitutes Customer's acceptance
of the amended terms. In the event that Customer does not accept the
changes to these terms, Customer shall immediately cease to use the
Software provided to Customer under this Agreement, notify Supplier
accordingly, and this Agreement shall terminate immediately. Customer
shall be entitled to a refund of any unused portion of the Fees paid or
payable by Customer in respect of the Licence Period during which the
termination occurs.
15.8 This Agreement does not give rise to any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement.
15.9 Supplier may, at its option, refer to and use Customer's name
and/or Customer's trademark or logo in any customer list or logo sheet
included in Supplier's marketing materials.
15.10 If Customer provides Supplier with any feedback on the Software
or Supplier's products or services, Customer grants to Supplier and its
Affiliates and licensors the right to use such feedback to develop
services and products and to create and own derivative works based on
such feedback. Without limiting the foregoing, Supplier, its Affiliates
and its licensors may use information received from Customer to test,
develop, improve and enhance its products and services.
15.11 Any notice given by either Party under or in connection with
this Agreement shall be sent by email to the other Party's commercial or
legal contact previously notified to that Party. Any notice shall be
deemed to have been received at the time it is sent. This section does
not apply to the service of any proceedings or other documents in any
legal action.
15.12 The Parties agree that legal proceedings and associated documents
shall be validly served on the other Party if they are delivered by hand
to the registered office of the other Party.
15.13 If Customer is invoiced for the Licence Fees anywhere other than
in the United Sates, this Agreement, its subject matter and its formation
(and any non-contractual disputes or claims) are governed by English law
and the courts of England and Wales shall have exclusive jurisdiction
over all disputes, arguments and/or differences of opinion between the
Parties arising out of or in connection with this Agreement.
15.14 If Customer is invoiced for the Licence Fees in the United
States, this Agreement, its subject matter and its formation (and any
noncontractual disputes or claims) are governed by the laws of New York
and all disputes, arguments and/or differences of opinion between the
Parties arising out of or in connection with this Agreement shall be
submitted to mandatory, final and binding arbitration before a single
arbitrator in New York in accordance with the Commercial Arbitration
rules of the American Arbitration Association. The language of the
arbitration shall be English.
15.15 Nothing in this Agreement shall limit or exclude Supplier's
right to enforce Supplier's rights in relation to Supplier's intellectual
property that subsists in any territory where the Software is used
(whether or not such use is authorised).
15.16 If this Agreement is translated into any other language, the
translation will be for reference purposes only, and only the English
version will be legally binding. If there is discrepancy between the
English text and the translated text, the English text will govern.
Technical Support Schedule
Supplier provides technical support for Software defects that Customer
reports.
The response times shown below indicate the target time within which
Supplier aims to respond to Customer after Customer reports an issue.
Supplier does not guarantee either the response time or the resolution
time. Customer shall cooperate with Supplier in order to resolve issues
in a timely manner. Technical Support is provided on the basis of the
Standard Response times below unless Premium Support has been purchased.
SEVERITY 1: SITE DOWN
- Production system is down
- Standard Response: 1 business day
- Premium Response: 2 hours 24x7
SEVERITY 2: CRITICAL
- Disruption to business process
- Standard Response: 1 business day
- Premium Response: 8 hours 24x7
SEVERITY 3: NORMAL (DEFAULT)
- Ability to use Software is affected
- Standard Response: 2 business days
- Premium Response: 1 business day
SEVERITY 4: LOW
- Feature requests and minor issues
- Standard Response: 5 business days
- Premium Response: 2 business days
Business hours are between 0900 and 1700 UK time on UK working days
excluding public holidays.
Technical Support is accessed via online systems.
Premium Technical Support is an additional purchase option and includes
access to the online system plus the option to use telephone for issues
classified as Severity 1. A dedicated telephone number is available to
Customer if Customer has purchased Premium Technical Support. All
requests for assistance must first be raised electronically, including
full details of the issue, before using the telephone.
When using the telephone for Premium Technical Support Customer shall
remain available to communicate with the same level of response time
associated with the issue being handled until it is mutually agreed that
the response time for the individual issue can be changed.