End user license agreement -Schedule Two

SCHEDULE 2 THOUGHTONOMY MAINTENANCE AND SUPPORT TERMS

Service Description & Terminology Definition

Business Day

09:00 and 17:00 Monday to Friday excluding public holidays in the Nominated Country in the Time Zone

End of Life Procedure

the procedure for sunsetting versions of the Thoughtonomy Software published from time to time.

Fault

a failure of the Software, due to errors in the code, to perform in accordance with the description in the specification or, if none, with the Manuals.

First Line Support

The services provided by or on behalf of the Customer in response to an initial notification of a suspected Fault. These services include, but may not be limited to, call-logging and validation, determination of whether a solution is contained in product information.

Second Line Support

the services provided by or on behalf of the Customer to attempt to reproduce and correct the suspected Fault and/or determine the hardware or software application causing the Fault. Any member of the Second Line Support Helpdesk can log a suspected Fault, but the Customer shall ensure that the Customer personnel who are dealing with diagnosis and resolution of the suspected Fault (“Customer Personnel”) have sufficient skills, training and competency reasonably expected of personnel working in a support environment.

Third Line Support

the services provided by Thoughtonomy to resolve Faults where such Faults cannot be resolved by the Customer. All references to errors in the Agreement or in this Schedule in respect of the Software shall, where applicable, be references to Faults as defined herein.

Initial Response

consists of an acknowledgment by Thoughtonomy of the initial notification of the incident, communication of an incident reference number, and the allocation of a Priority level.

Nominated Country

UK

Service Hours

the hours chosen by the Customer in a license or other applicable agreement accordance with the following table:

Standard Support

Business Day

Extended Support

07:00 to 09:00 and 17:00 to 19:00 Monday to Friday in the Time Zone excluding public holidays in the Nominated Country in the Time Zone

Complete Support

any time outside Standard Support and (if chosen by the Customer) Extended Support

Time Zone

UK

Work Around

a method, action or procedure recommended by Thoughtonomy which in Thoughtonomy’s reasonable judgment avoids the effects of a Fault on a temporary basis.

14

14.1 The Customer shall provide First Line Support and Second Line Support.

14.2 Thoughtonomy shall provide Third Line Support.

14.3 All references to Support Services in this Schedule shall be references to Third Line Support.

14.4 Call Escalation to Third Line Support

14.5 If Second Line Support cannot resolve the Customer support request, the Customer can escalate the Fault to Third Line Support at Thoughtonomy within the Support Hours set forth under Service Levels below.

14.6 The Customer Second Line Support Desk shall contact Third Line Support using the following contact details:

Email: [email protected]

14.7 and/or such other contact details as Thoughtonomy may notify to the Customer from time to time. The Customer should contact Thoughtonomy by email except in the case of Priority 1 Faults where contact shall be either by email or by telephone.

14.8 Thoughtonomy is not required to provide the Support Services directly to the Customer authorised users of the Software unless required as set out in this Schedule or otherwise agreed in writing by Thoughtonomy.

15 Support Services

15.1 Included Support

Third Line Support comprising support and maintenance of the Thoughtonomy Software including the supply of bug fixes in accordance with the Service Levels below, and the right to receive periodic upgrades by way of major or minor releases. Each release shall be accompanied by a release notice detailing any issues resolved. Third Line Support is provided for any version of the Thoughtonomy Software until after at least 6 months’ notice of withdrawal of a version is issued by Thoughtonomy, in accordance with the End of Life Procedure, and Thoughtonomy undertakes that each version will be supported for a minimum of 3 years from its official release date, as specified in its release note.

15.2 Service Levels

Support Hours: Thoughtonomy shall provide support during Service Hours. Any assistance required outside of Service Hours shall be provided pursuant to a SOW or as otherwise agreed in writing (which shall include email).

The Support Services during Complete Support, if chosen by the Customer, will be provided for Priority 1 Faults only, and will consist of a consultant with a mobile telephone and a laptop computer with access to the Thoughtonomy Software and technology infrastructure (if required).

The Customer shall raise all issues via the Thoughtonomy Help Desk set forth under Call Escalation above and shall confirm the issue and provide any additional information by an email to the email address set forth above. Such information shall include detailed steps to describe and replicate the issue, details of investigations carried out including workarounds attempted by the Customer, and system event logs and process logs, in line with Thoughtonomy’s issue logging procedure which is provided via the Thoughtonomy Customer portal. All support requests are to be in English and support shall be provided in English. Thoughtonomy shall assign an appropriate Priority Level to the issue. The Customer can request a change to such assignment and, if Thoughtonomy does not agree to such change, the Customer can escalate the issue in accordance with the process set forth in Clause 21.

15.3 The Customer shall:

permit Thoughtonomy at all reasonable times to access and use free of charge such of the Customer’s personnel, premises, facilities and assistance as Thoughtonomy may reasonably require for the provision of the Support Services; and

provide Thoughtonomy with such information as Thoughtonomy may reasonably require for the provision of the Support Services (including without limitation any information regarding security, health and safety and hazardous or dangerous substances, materials and equipment). All such information shall be provided in a timely manner and shall use all reasonable endeavours to ensure that such information is complete and accurate.

The Support Services provide for remote support, which may include remote log on and access to the Customer’s systems and Thoughtonomy shall provide assistance via telephone/email and, if required, remote access. If on-site support is required to resolve a Fault or otherwise to resolve problems such support shall be supplied via a SOW approved by the Customer and time and expenses shall be chargeable at Thoughtonomy’s then current rates as detailed in the SOW.

15.4 Issues shall be addressed according to Priority.

15.5 Definition of Issue Priority:

 

Type of Fault
Priority 1The entire Software is not working on the Customer’s production system due to a critical issue.
Priority 2A substantial part of the Software is not working on the Customer’s production system, and there is no viable Workaround.
Priority 3There are one or more issues that are causing inconvenience, but the Software is substantially working or a Workaround has been provided.
Priority 4There is a minor issue or a suggestion for a change in functionality or appearance of the Software.

 

 

15.6 The target response times associated with each issue Priority are, from the time of notification of the issue, set out in column 2

below, and the target resolution times associated with an issue that is determined to be a Fault are, from the time of determination of

the cause of the Fault, set out in column 3 below:

 

 

ClassTarget Response TimeTarget Resolution Time
Priority 1Response within one hour.Thoughtonomy will use Continuous Effort, within Service Hours, to resolve the Fault within 12 Service Hours.
Priority 2Response within three hours.Fault resolved by the end of the following three Business Days.

 

Priority 3Response within one Business Day.Bug fix scheduled for the next available release.
Priority 4Thoughtonomy shall consider such issues or requests in the light of other Customer requirements and will advise what action will be taken to address the issue.
Continuous Effort means that, for Priority 1 Faults only, Thoughtonomy personnel will work continuously on the Fault, with breaks only for reasonable sustenance and rest.
Time for the provision of the Support Services by Thoughtonomy shall not be of the essence. Thoughtonomy shall not be liable for any failure or delay in providing the Support Services resulting from any failure or delay by the Customer to perform its obligations under this Agreement with due skill, care and diligence.
Thoughtonomy shall respond to issues raised in one of three ways:
1.      acknowledgment of the Fault and confirmation of expected resolution timescale;
2.      an immediate Workaround is provided and the Fault is re-graded and Thoughtonomy confirmation of expected resolution timescale;
3.      an explanation why the reported issue is a misinterpretation of the Software functionality and not a Fault and details of any other options for resolving the issue.

 

 

16 Knowledge Support

16.1 Knowledge Support can be booked by email: [email protected] and is delivered by Thoughtonomy Support.

16.2 Customers can use no more than 24 hours of Knowledge Support per calendar month.

16.3 Knowledge Support requests can be booked in blocks of 2 hours.

16.4 Notice of 10 working days is required for the provision of Knowledge Support.

17 Training

17.1 Training Services comprises:

Training material provided to the Customer through the Thoughtonomy training portal.

Time limited access to a dedicated training platform for use by the Customer.

17.2 Access to training platforms can be requested, where it has been procured, by email: [email protected] and will be provisioned within 3 working days.

17.3 Customers are permitted to use the Training Services for 14 days, or as separately agreed.

18 Excluded Items

18.1 This section is not intended to exclude the Customer from maintenance, but is intended to allow Thoughtonomy at its discretion to make an additional charge on a time and materials basis plus reasonable expenses at Thoughtonomy’s then current published rates if it is found that the work done by Thoughtonomy during the Support Services does not relate to a Fault. The Support Services shall not include any service in respect of the following, which may be provided by Thoughtonomy under a chargeable services arrangement:

18.2 use of the Thoughtonomy Software otherwise than as permitted or contemplated by this Agreement;

18.3 any modification of the Thoughtonomy Software made by any person other than Thoughtonomy unless otherwise agreed in writing by Thoughtonomy and, if required, verified by Thoughtonomy;

18.4 the installation and/or implementation of any release which cannot be performed remotely by Thoughtonomy;

18.5 all work undertaken outside Service Hours (if so requested by the Customer);

18.6 where the Customer requests a person from Thoughtonomy to attend at the relevant site or where a site visit is reasonably required because adequate dial-in access is not provided by the Customer.

18.7 all work undertaken on any Customer Fault and for any work undertaken by Thoughtonomy to evaluate any proposed changes to the platform or the use of any other software or hardware on the platform or with the Thoughtonomy Software pursuant to a Change Request. For the purposes of this clause Customer Fault shall include, but shall not be limited to:-

18.8 defects or errors resulting from incorrect implementation or configuration of the Thoughtonomy Software if carried out by the Customer;

18.9 incorrect use of the Thoughtonomy Software or operator error;

18.10 any changes to the operating environment made by the Customer;

18.11 failure properly to maintain and administer the platform and/or the environment;

18.12 where the data structure has changed outside of such changes as are reasonably envisaged by the functionality of the Thoughtonomy Software;

18.13 failure to implement any release supplied by Thoughtonomy to correct the Fault unless such release is demonstrated to cause other issues and/or Faults when tested;

18.14 use of the Thoughtonomy Software with any software or hardware which could, in the reasonable opinion of Thoughtonomy, adversely affect the operation of the Thoughtonomy Software unless such use has been approved in writing in advance by Thoughtonomy;

18.15 persistent failure to read the Manuals correctly;

18.16 persistent failure to use reasonably skilled and trained operators, administrators and maintenance personnel;

18.17 where the request for support is a request for services outside the scope of this Agreement such as, but not limited to, where the request would:

18.18 persistently result in additional training of the Customer personnel other than through agreed training courses;

18.19 result in a change in functionality of the Thoughtonomy Software;

18.20 result in a Customer specific modification of the Thoughtonomy Software otherwise than for the purposes of the Support Services; or

18.21 where the Customer delays or defaults in any of its obligations under this Agreement.

19 Request for Change

19.1 A request to alter the Support Services. A Request for Change can be initiated by Thoughtonomy or the Customer.

19.2 As part of initiation and delivery of the Services, a Change Control Board will be formed, comprising a Customer representative and a Thoughtonomy representative. The Change Control Board will have joint authority to accept or reject the Request for Change.

19.3 Following acceptance of a Request for Change, an amendment to this agreement will be created to document the change of scope.

19.4 Where agreement cannot be reached, the Escalation Process will be used.

20 Relationship

20.1 Reviews. A regular relationship review shall be held to agree priorities, monitor SLA performance and to escalate any non-

performance issues.

21 Escalation Process

21.1 If the Customer is dissatisfied with the service received through normal helpdesk channels, the first point of escalation shall be with Thoughtonomy’s Relationship Manager;

21.2 The second point of escalation shall be to Thoughtonomy’s Services Director;

21.3 The third point of escalation shall be Thoughtonomy’s Chief Executive.

 

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