DATAFLOW Software

Support Agreement

imtMaster

 

       1.     Definition

 

"Customer"

This is you, a natural or legal person who is a party to this Agreement.

 

"Service Provider"

Dataflow Software AG

Gewerbestrasse 8

9470, Buchs

 

"The Parties"

The Customer and the Service Provider, collectively referred to as the "Parties"

 

 

 

Important Note

By purchasing the support option, you (Customer) and Dataflow Software AG (Service Provider) enter into a support agreement for the software licensed to you in accordance with a separate license agreement. By signing this agreement, you agree to the following terms and conditions.


 

       2.     Subject of the Agreement

§  The subject of the agreement consists of the support services for the licensed software.

 

       3.     Support fee payment services

§   By concluding the agreement and paying for the support option, the Customer acquires the right to receive the following services from the Service Provider for the respective software module:

-       Self-help materials, the latest documentation, instructions, FAQ, … that are available online (data-flow.ch)

-       Technical support via an online messaging system that can be accessed by filing a support case

o    Unless the Parties have agreed otherwise in writing, the Service Provider's hours for receiving and processing support requests are between 8:00 AM and 6:00 PM CET on weekdays.

o    The Parties may agree to resolve problems outside of regular business hours at the Service Provider's currently applicable rates for overtime, evening, or Sunday work.

o    The Service Provider offers options to completely ascertain the Customer's support questions, including the collection of all necessary additional information, and it will process these questions as quickly as possible after receipt in accordance with its level of knowledge. The goal is to select and accept support requests and to quickly solve the greatest possible number of problems via the ticket system, phone support, or remote desktop support.

-       At the discretion of the Service Provider:

o    Free provision of software patches

o    Program add-ons for the licensed modules

o    Patches to support released operating systems

o    Patches to support released hardware

o    Further development and optimization of usability

o    Patches to ensure compliance with new legal requirements

o    Provision of updates

 

§  Unless otherwise agreed, the support services are provided through the ticket system, phone support, or remote access. The Customer must provide the telecommunication connection required for remote access at its own expense in consultation with the Service Provider.

§  In the event of problems and software bugs that significantly impair or make it impossible for the Customer to use the software as intended, the Service Provider must begin to patch the software bug within 8 hours of receiving the bug report. In all other cases, the Service Provider must start working on solutions to reported problems within 48 hours.

§  The remote access is carried out at the Customer's option by means of a secure dedicated line or by means of remote support software that utilizes connections that are secured in accordance with a high Internet security standard for remote desktop support products (currently SSL using a 128-bit key).

§  The Service Provider will provide the support services for which it is responsible  through appropriately qualified specialists and by exercising the necessary standard of care.

§  The Service Provider does not warrant that problems and software bugs can be rectified. If and to the extent that the Service Provider’s service provider's performance of the contract is defective, the Customer may stipulate that the Service Provider resolve the problem by a reasonable deadline. If the Service Provider fails to provide such rectification, the Customer may withdraw from the agreement for extended support services. The Customer may not assert any further claims arising from defective performance.

 

 

Rights to deliverables

§  The Service Provider entirely and exclusively reserves all property and intellectual property rights to the deliverables that are continuously created by the Service Provider as part of the support services unless otherwise agreed in writing. During the term of the agreement, the Customer is entitled to use the deliverables for their intended purpose.

Customer's obligation to cooperate

§  Upon request, the Customer will provide the Service Provider with the information and documents required for the support services and enable access to computers and networks.

§  Upon request, the Customer will help the Service Provider with the problem diagnosis and analysis and, if necessary, with the provision of the support service to the extent required.

 

       4.     Compensation and payment conditions

§  The amount of the fees is based on the currently valid license prices and is adjusted in the event of license extensions. The Service Provider reserves the right to change prices. The annual fee and any price changes are due at the beginning of the new agreement year. If there are modifications due to application extensions or a changed number of licensed employees or users on the part of the Customer, the support agreement must be adjusted accordingly on the basis of an appendix.

§  The Service Provider will invoice the fee plus any VAT or other taxes or duties. Invoices from the Service Provider are due thirty days after receipt of the payment invoice by the Customer. After this payment period has expired, the Customer will be considered to be in default without the need to issue a dunning notice.

 

       5.     Consulting

(Services not included in the support agreement)

§  As part of a project, the Customer may submit an order to the Service Provider to provide additional services as described below. Separate agreements may be concluded about such additional services. In any case, the contractually stipulated scope and price of services apply.

 

If you would like a price quotation, please contact support@data-flow.ch.

 

Additional services

-       Expenses for implentation and commissioning

-       Trainings

-       Customer consultation

-       Development of additional program functionality

-       Customizations and extensions

-       Remediation of damage that was not caused by the Service Provider. This in particular applies to damage that was caused by

o    force majeure,

o    actions of third parties,

o    operating errors,

o    disregarding of installation and operating instructions for IT equipment

o    or other influencing factors beyond the control of the Service Provider.

 

-       Repairing of damage caused by

o    third-party interference (especially as a result of online updates to third-party software)

o    changes within masks or reports

 

§  The Service Provider will be compensated for the services specified under Clause 5 at the currently valid service fee rates, which the Customer will be informed of before the start of the corresponding services.

§  Insofar as the resulting modifications of such services could affect the software, the Customer may only share them with a third party with the written consent of the Service Provider.

 

       6.     Deviating agreements

§  Understandings, changes, and additions that deviate from this support agreement as well as all ancillary agreements must be made in writing and signed by the Customer and Service Provider in order to be valid.

§  Should individual provisions of this agreement be found to be invalid, this does not affect the validity of the remaining provisions. In this case, the contracting parties will endeavor to replace the invalid provision with a valid one that corresponds to the economic interests of both parties and comes closest to the economic intention of the invalid clause.

§  This agreement and any appendices hereto conclusively regulate the relationship between the parties. In the event of contradictions, the provisions in price quotations or order confirmations take precedence over those specified in this agreement. Any general terms and conditions of the Customer do not apply.

§  This agreement or any individual rights and obligations arising from it may not be assigned or transferred to third parties.

 

       7.     Duration and termination of the agreement

§  This agreement comes into force upon being signed by both parties and is valid for the corresponding calendar year. It is renewed for one-year terms unless it is terminated in writing by one of the two parties with a notice period of 3 calendar months before the end of the calendar year.

§  Each party may terminate this agreement at any time and immediately for cause. Cause exists in particular if the other party commits a material breach of the agreement and does not remedy this breach within ten days despite receiving a written reminder.

 

       8.     Confidentiality

§  Each party will always keep the other party's confidential information secret by not sharing it with unauthorized persons and protecting it against unauthorized access.

§  The Service Provider is aware that the provision of remote desktop support may provide it with insights into customer data that is protected by data protection law and/or that is subject to protection as a trade secret. It undertakes not to edit and/or copy this data without the consent of the Customer and to keep all collected data secret without restriction. The Service Provider is obliged to contractually impose this data protection and confidentiality obligation on its employees and any contractors that it hires with the consent of the Customer, and is liable for ensuring compliance by all of its employees and hired contractors.

 

       9.     Jurisdiction and applicable law

§  The present contractual relationship is governed by Swiss law.

§  The place of jurisdiction for all legal disputes is, subject to the relevant consumer regulations, the seat of the Service Provider.

 

If you have any questions about these support conditions, please contact the Service Provider's support service (support@data-flow.com).

 

 

Dataflow Software AG

Gewerbestrasse 8

9470, Buchs