Terms and Conditions

Terms and Conditions 2020

STATEMENT

Customer uses certain computer programs in relation to which it wishes to receive from Supplier Services as set out below. Supplier agrees to make such Services available to the Customer under the terms and conditions herein described.In line with changes to the data protection rules, Ylem has amended its privacy policy and data protection policy, these are available upon request.

TERMS

In this Agreement terms shall have the following meanings:“Computer Programs” shall mean the computer programs specified in the Licence Declaration attached“Computer Hardware” shall mean the computer hardware specified in the Hardware Declaration attached“Operating System” shall mean the operating system specified in the Licence Declaration attached“Computer System” shall mean the Computer Programs, Computer Hardware, Operating System and User Documentation“Location” shall mean the location specified in the Hardware Declaration attached at which the Computer System is installed“Services” shall mean the services specified in Subscription Services attached“Effective Date” shall mean the effective date specified in the cover sheet of the Agreement and subsequently on the annual anniversaries the date on the Declarations and Attachments“Licenced Software” shall mean the computer software supplied under the Licence Agreement“Program Error” shall mean a deviation in the functionality of the Licenced Software where such deviation prevents the reasonable use of the Computer System for the purpose envisaged“System Error” shall mean any Program Error“Standard Rates” shall mean Suppliers standard charge rates in force for providing services and will be subject to reasonable variation from time to time by Supplier“Response” shall mean verbal or written acknowledgement from Supplier of notification by the Customer to the Supplier of the occurrence of a Program Error and any initial advice which Supplier can immediately give with respect to actions that should be taken to overcome the Program Error or avoid it to minimise its adverse effects.

“Customer Contacts” shall mean the trained nominated customers staff as detailed on the attached Nominated Named Contacts“Languages and Utilities” shall mean computer software languages, utilities and database programs which are not included in the computer programs but which are necessary for the preparation, running and maintenance of the Computer Programs including without limit (if applicable) the unify relational database system and the Accell fourth generation language“Period of Coverage” shall mean the period of cover specified in the attached Service Level Option Request“Customer Site” Shall mean the site Head Office address or Branch Site Location address as advised on the Supported Site Location Addresses Declaration Form confirmed annually“Supplier Approved Trainer” shall mean a Customer user who has taken Supplier training on all accessible live menu programs and remained current by attending a Supplier refresher course no less than once per annum at Suppliers standard rate “DR machine” shall mean a disaster recovery machine at a different, remote site from the live machine, which is set up in a similar manner to Customers live machine. Each night the data will be synchronised using rsync from the user live machine to the DR machine. In the event of catastrophic failure or other disaster event at the location the DR machine can be reconfigured to run as a live machine.

NOW IT IS HEREBY AGREED

1.TERM Either

1.1 or 1.2 or 1.3—see Appendix

1.1. This Agreement shall be effective from the Effective Date and shall continue in force (unless terminated according to any provision set out below) for an initial term of one year and annually thereafter until amended or terminated by either party giving written notice three months’ prior to the term anniversary date to a) amend cover specified in this contract and/or appendices and/or declarations in accordance with any provision set out belowb)terminate the agreementor.

1.2. This Agreement shall be effective from the Effective Date and shall continue in force (unless terminated according to any provision set out below) for an initial term of three years and three yearly thereafter until amended or terminated by either party giving written notice three months’ prior to the term anniversary date to a) amend cover specified in this contract and/or appendices and/or declarations in accordance with any provision set out belowb)terminate the agreementor.

1.3. This Agreement shall be effective from the Effective Date and shall continue in force (unless terminated according to any provision set out below) for an initial term of five years and five yearly thereafter until amended or terminated by either party giving written notice three months’ prior to the term anniversary date to a) amend cover specified in this contract and/or appendices and/or declarations in accordance with any provision set out below b)terminate the agreement.

2.SUPPLIER OBLIGATIONS

2.1. Supplier agrees to provide the Service during the period of this Agreement in consideration of which Customer agrees to pay the Subscription Fee within the Suppliers payment terms and agreed frequency on signing this Agreement and attachments and thereafter for the duration of this Agreement. Subscription Fees shall not be refundable under any circumstances.

2.2. Supplier will fix Program Errors or take such remedial action or provide instructions to Customer in order to constitute an effective solution to remove or make avoidable the Program Errors.

2.3. Supplier undertakes to respond to Customer requests for services which do not relate to the services covered by this Agreement for which Supplier reserves the right to charge Customer at the then current Standard Rates.

3.CUSTOMER OBLIGATIONS

3.1. If Customer modifies any program supplied by Supplier or installs any program on the computer not supplied by Supplier then any such program will not be included under the terms or services of this contract. Customer may request that Supplier Quality Assure any Customer amended and/or supplied software. Such software may, if Supplier agrees, be added to the Computer Programs and Supplier shall be entitled to increase the Subscription Fee following satisfactory Quality Assurance. If such program causes problems with the proper and efficient operation a change will be made to rectify or remove the program.

3.2. Customer agrees to provide such access to the Computer System Hardware and Software and Software Products as Supplier may reasonably require in order to carry out the services under this Agreement and which would normally be provided to Customers employees, including but not limited to, a work station, computer operators chair, personal comfort facilities and access to refreshments. Customer agrees to use reasonable endeavours to maintain the Computer System in a working and up-to-date condition.

3.3. Customer agrees to follow all reasonable recommendations made by Supplier in relation to the running and day-to-day maintenance of the Computer System where such recommendations are designed to reduce the risk of System Errors occurring on the Computer System or to minimise their effect, including without limit, recommendations in relation to the proper periodic operation of back-up programs and system checking programs, the physical environment of the Computer System, the power supply to the Computer System, the connection of the Computer System to other computer systems and devices, the organisation of the programs and data files on the Computer System and the activities carried out on the Computer System, user training.

3.4. Customer agrees to use best endeavours to minimise any adverse effect of any System Error that occurs, including without limit, notifying Supplier promptly of any such System Error and promptly following any advice given by Supplier in relation to such System Error. Customer agrees to terminate the execution of Computer Programs only under the direction of Supplier and accepts that if this condition is violated then Supplier may charge Customer at its then current Standard Rates for any resultant investigations, repairs or other work that Supplier may at its discretion deem necessary to restore or ensure the integrity or consistency of the Computer Programs or associated data files.

3.5 Customer undertakes to ensure that at all times all users of the system are Trained by a Supplier approved trainer as specified in the Minimum Supplier Training to be undertaken by Customer Appendix to this agreement on each of the Operators accessible live menu programs. In the event an existing user requires access to additional live menu programs at any time training on the additional live menu programs will be given by a Supplier approved trainer and completed prior to access to the menu program being made available to the user.

3.6 Customer agrees that the Customer nominated Customer Contacts shall be Supplier approved trained only who will contact Supplier in order to notify System Errors and request other such services as are envisaged under this Agreement. Customer accepts that Supplier shall be under no obligation to respond to Customer representatives and employees other than the Customer nominated Customer Contacts. Customer may substitute a Supplier approved trained Customer Contact on fourteen days’ notice with the prior written agreement of Supplier such approval not to be unreasonably withheld or delayed.

3.7 Customer agrees to keep an accurate record of all error messages generated by theComputer Programs along with date and time of occurrence and the identification of the program that generated this error message. Customer agrees to allow Supplier to inspect this record at any reasonable time.

3.8. Customer agrees to check the receipt of the “System Check” Report from the overnight routine at least once per working day (minimum Monday to Friday) and advise Supplier within one working day of any “Out of Balance” identified.

3.9. Customer agrees to accept such updated versions of the Computer Programs as Supplier may from time to time at its sole discretion produce or obtain and deem applicable. Supplier agrees to provide the Services in relation to superseded versions of the Computer Programs for up to six months following notification to the Customer of the availability of the updated version. Customer undertakes to procure at its own cost the availability on the Computer Hardware of such versions of the Languages and Utilities and Operating System as may be reasonably required by Supplier for the implementation of any updated versions of the Computer Programs. Customer accepts that updated versions of the Computer Programs may require for their implementation the availability of updated versions of the Languages and Utilities or Operating System and that it is advisable for the Customer to enter into a maintenance agreement with its Supplier(s) to procure the availability of such versions. Supplier may at its discretion procure updated versions of the Languages and Utilities or Operating System on behalf of the Customer if requested to do so by the Customer and in this case the Customer shall pay Suppliers cost in procuring such updated versions when requested to do so by Supplier. Supplier shall however make no charge in respect of any supply to the Customer of updated versions of the Mobius/Hire Computer Programs.

3.10.Customer agrees to provide Supplier promptly with any information or documents which Supplier may reasonably require in order to carry out the Services under this Agreement. When notifying Supplier of any System Error Customer agrees to supply with such notification information sufficient to enable Supplier to reproduce such System Error on its own computer system or in the event that the System Error cannot be reproduced on the Supplier computer system because of technical differences between such computer system and the Computer Hardware used in conjunction with the Operating System at the Location or for any other reason beyond the Customer's reasonable control then Customer shall supply information sufficient to enable Supplier to reproduce such System Error on the Computer Hardware used in conjunction with the Operating System at the Location.

3.11 Customer accepts notwithstanding anything else in this Agreement that if Customer cannot or does not supply information sufficient to enable Supplier to recreate a System Error which has been notified the Supplier shall document the System Error and may take no further action.

3.12. Customer will provide a direct suitable line adjacent to the installation position for the sole use of Ylem which must be left connected at all times. A Virtual Private Network will be created for the sole use of Ylem’s support team. All equipment must be linked to a UPS at all times. 3.13. Customer will solely be responsible to maintain a back-up procedure, external to the products for reconstruction of lost or altered files, data or programs and for actuallyreconstructing any lost or altered files, data, or programs. The integrity of such a procedure shall be verified correct, by reloading the system from the back-up media at regular intervals of not less than once per month or by running system check report on DR machine and matching to live machine system check for the same time.

3.14. Customer site shall conform to Hardware Manufacturer’s published specifications and Supplier’s requirements during the term of the agreement. In the event of a conflict the demonstrable solutions should be adopted and all parties should make their best endeavours to agree on this workable solution.

3.15. Customer will maintain hardware with the manufacturer. Supplier may at its discretion restore software following a hardware failure if requested to do so by the Customer and in this case the Customer shall pay Supplier at the current standard rate.

3.16. Customer will, at the request of Supplier, run certain diagnostic routines on the Computer System.

3.17. Customer will, at the request of Supplier, follow any advice, instructions and/orrecommendation to assist in rectifying the notified problem or difficulty in the operation of the Software Product.

3.18. Customer agrees to pay for services at the then current contracted rate, subject to notified changes which may be made from time to time, requested from Supplier such as but not limited to training, telephone training or investigations, consultancy, amendments, additions, which are subsequently found to be outside the scope of this agreement

4.EXCLUSIONS

4.1. The following areas of support are not within the scope of this Agreement:

4.1.1. Operating supplies or consumables.

4.1.2. Any action required after a hardware failure, power supply failure or user error.

4.1.3. Repair or restoration of corrupt data.

4.1.4. Training—including on Customers premises, Suppliers premises, telephone, email or any other source unless otherwise stated in writing in this Agreement or any appendix or declarations to this agreement.

4.1.5. Software tailoring.

4.1.6. Expansion of database files.

4.1.7. Re-coding for operating system or database change.

4.1.8. Improper use of system.

4.1.9. Relocation installation.

4.1.10. Performance tuning.

4.1.11. SQL script or any reporting using ODBC compliant enquiry tools.

4.2. The Supplier undertakes to respond to requests for support not within the scope of this Agreement as defined under the terms shown under Supplier Obligations in this Agreement and any services or goods supplied will be charged at the then current standard rates.