Subject to your procurement of Support Services (as defined herein), these Support Services terms (the “Support Terms”) shall govern Techfino’s provision of Support Services to you (“Customer”) pursuant to the level of Support Services that you have procured or are otherwise entitled.
In these Support Terms, capitalized terms not defined herein shall have the definition given such term in the Agreement:
“Agreement” means the applicable agreement(s) that provide you with access to the Service.
“Alternative Solution” means a solution or correction to an incident that allows the Service to function substantially in accordance with the User Guides.
“Authorized Contacts” means the named Customer employees or authorized agents who:
(i) Have sufficient technical expertise, training and/or experience with the Service to perform the Customer’s obligations under these Support Terms;
(ii) Are responsible for all communications with Techfino regarding these Support Terms, including case submission and Incident reports; and
(iii) Who are authorized by Customer to request and receive Support Services for the Service on behalf of the Customer.
“Business Days” are Monday to Friday during Normal Support Hours, excluding United States national holidays.
“Enhancement Request” means a request by Customer to add functionality or enhance performance beyond the specifications of the Service and are not included as part of Support Services.
“First Level Support” means any support relating to calls from the Customer including Customer’s customers and employees, end users, affiliates, etc. relating to user errors, network errors, provisioning errors or Internet delays or malfunctions.
“Incident” means a single support question or reproducible failure of the Service to substantially conform to the functions and/or specifications as described in User Guides and reported by an Authorized Contact.
“Normal Support Hours” are 8:00 a.m. to 6:00 p.m. on US Business Days in the Eastern Standard time zone.
“Response Time” means the targeted time period within which Techfino will use commercially reasonable efforts to contact Customer to acknowledge receipt of an Incident report and to engage an appropriately skilled support resource, commencing from the time that Techfino receives all required information as specified in Section 4.2. Response Times are measured during Normal Support Hours.
“Severity Level” means the Severity Levels 1-3 as defined below:
“Severity Level 1 (Critical)” means an Incident where Customer’s production use of the Service is stopped or so severely impacted that the Customer cannot reasonably continue to use the Service. It may result in a material and immediate interruption of Customer’s business operation that may cause a loss of Customer data and/or restrict availability to such data and/or may cause significant financial impact.
“Severity Level 2 (Significant)” means an Incident where one or more important functions of the Service are unavailable with no acceptable Alternative Solution. Customer is still able to use the Service; however, there may be a serious impact on the Customer’s business operations.
“Severity Level 3 (Minimal)” means an Incident that has a minimal impact on the Customer’s use of the Service or business operations. This also includes issues where a feature is unavailable but an Alternative Solution is available.
“CleanSweep Support” is the online support portal that is accessible 24×7.
“Support Services” means the English language support services for the Service provided by Techfino under the terms set forth herein.
“Test Case” means Customer’s instructions that allow Techfino to reproduce an Incident.
SCOPE OF THE SUPPORT TERMS
Subject to the terms contained herein, Techfino shall address all Incidents which may arise from Customer’s use of the Service in accordance with Sections 4 and 5 below.
Techfino shall not have any obligation to provide Support Services with respect to any: (a) adaptations, configurations or modifications of the Service made by the Customer or any third party; (b) First Level Support, which shall be provided by Customer; (c) Enhancement Requests; or (d) any items excluded pursuant to Section 5.
Techfino may offer Professional Services to help resolve issues that fall outside the scope of the Support Services. Any Professional Services shall be provided under a separate agreement and shall be subject to the Agreement or Techfino’s then-current consulting fees and terms.
TERM AND TERMINATION
Subject to the terms set forth herein, and unless otherwise provided in an applicable Estimate/Order Form or Agreement, the initial term for Support Services will commence on the Effective Date and shall continue for a period of one (1) year. The term shall be automatically extended for successive renewal terms of one (1) year each unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration or the parties agree on a different term. Fees for the Support Services on all subsequent Estimate/Order Forms and renewals shall be set at then current Techfino pricing, unless otherwise agreed to by the parties.
For the duration of the initial term and any elected renewal term(s) described in this Section 4, Customer shall purchase and maintain the same level of Support Services for all users of the Service (including without limitation any incremental licenses subsequently purchased by Customer). For clarity, Customer may not elect to purchase or renew Support Services for just a portion of its Service or of its users who can access the Service.
In addition to any other rights or remedies Techfino may have under these Support Terms or the Agreement, if Customer is more than thirty (30) days delinquent in any payment obligation, then Techfino may, upon written notice to Customer, immediately suspend performance of the obligations set forth in these Support Terms until such delinquency is remedied.
Either party may terminate these Support Terms if the other party breaches a material term of these Support Terms and such breach is not cured within thirty (30) days after written notice thereof from the terminating party. Techfino shall refund the pro rata portion of fees paid by Customer for Support Services provided pursuant to these Support Terms for the terminated portion of the term, if Techfino does not remedy a material breach.
Notwithstanding anything to the contrary herein or in the applicable Agreement, these Support Terms shall terminate upon expiration or termination of the Agreement or expiration or termination of Customer’s license to access Service.
INCIDENT REPORTING AND RESPONSE TIMES
- Authorized Contacts
All reports of Incidents must be made to Techfino by the Authorized Contact(s). The primary method for a Customer to report an Incident is via Techfino’s website under CleanSweep Support – Open a Support Case. Customer may notify Techfino of Incidents via email or telephone. The Customer may substitute Authorized Contact(s) from time to time by giving Techfino prior written notice, including the relevant contact information for any new Authorized Contact.
- Required Information
All Incident reports must, if applicable, include the following:
(a) Customer Identification – Customer Name
(b) Customer Contact name and email address
(c) A full description of the Incident including, if possible, a reproducible Test Case that demonstrates the Incident.
(d) Exact wording of all related error messages.
(e) The level of Service disruption, if any, such as 1) Service not functioning, 2) Feature not functioning, 3) Question about Service.
(f) Any special circumstances surrounding the discovery of the Incident.
Techfino may share such information and other information about Incidents with its contractors, vendors and/or third party application providers to support Techfino’s provision of the Support Services described herein.
- Severity Levels
Techfino will work with Customer and will assign the appropriate severity level to all Incidents according to the Severity Level definitions. Severity Levels are assigned to allow prioritization of incoming Incidents. Techfino may reclassify Incidents based on the current impact on the Service and business operations as described in the Severity Level definitions.
In the event Techfino determines that an Incident is in fact an Enhancement Request, Techfino shall notify Customer that the Enhancement Request shall not be addressed under these Support Terms.
- Techfino’s Obligations
Techfino will make available Support Services access during Normal Support Hours for the Customer to report Incidents and receive assistance. On receipt of an Incident report, Techfino shall establish whether there is an Incident for which the Customer is entitled to Support Services under these Support Terms and, if so, shall:
(a) Confirm receipt of the Incident report and notify Customer of the Incident case number that will be used by both parties in any communications about the Incident.
(b) Identify a severity level for the Incident based on the criteria set forth herein.
(c) Verify and Analyze the Incident.
(d) Provide Customer direction and assistance in resolving the Incident pursuant to the terms described herein.
- Response Time Target
Severity 1 – 4 Business Hours (M - F)
Severity 2 – 1 Business Day (M - F)
Severity 3 – 2 Business Days
It is Techfino’s desire to respond to Incident report in less than the Target Response Time set forth. However, Incident timing and other circumstances may make it difficult to achieve the Target.
- Customer’s Obligations
Techfino’s obligation to provide Support Services under these Support Terms are conditioned upon the Customer:
(a) paying all applicable fees for Support Services prior to the date the Incident is reported;
(b) having access to the Service;
(c) providing Techfino with all reasonable assistance and providing Techfino with data, information and materials as that are reasonably necessary;
(d) procuring, installing and maintaining all equipment, telephone, communication interfaces and other hardware and software necessary to access the Service;
(e) providing all First Level Support;
(f) providing appropriate contact information for all Authorized Contacts(s); and
(g) utilizing CleanSweep Support
- Authorized Contacts
EXCLUSIONS FROM SUPPORT SERVICES
- Techfino will not be required to correct any Incident caused by
(i) integration of any third party feature, program or device to the Service or any part thereof;
(ii) any non-conformance caused by unauthorized misuse, alteration, modification or enhancement of the Service; or
(iii) use of the Service that is not in compliance with this Agreement or NetSuite terms of service.
- Techfino will not be required to correct any Incident caused by
TECHFINO WARRANTS THAT SUPPORT SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. OTHER THAN AS EXPRESSLY STATED HEREIN, SUPPORT SERVICES ARE PROVIDED “AS IS”. TECHFINO MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.
- Complete Agreement
These Support Terms are hereby incorporated by reference into the Agreement and represent the complete agreement between Techfino and Customer regarding Support Services and supersedes any prior or contemporaneous agreements or communications or understandings, written or oral, relating to Support Services. Techfino may modify these terms from time to time and will post the current terms on Techfino’s website; however, any such modifications by Techfino will not affect negatively any Incidents already reported by the Customer.
These Support Terms cannot be modified without the written consent of Techfino. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with these Support Terms that are in addition to, inconsistent with or different from the terms and conditions of these Support Terms will be of no force or effect.
- Complete Agreement