You agree that the following terms and conditions (“Terms and Conditions”) shall govern the delivery of any support and/or maintenance services (“Support”) by vast limits GmbH (“Vendor”) listed on an invoice entered into pursuant to the Software License Agreement (the “Agreement”) to which these Terms and Conditions are attached and made a part thereof. Subject to your termination rights set forth in the Agreement, ordering any Support from Vendor or any authorized reseller indicates your acceptance of these Terms and Conditions. These Terms and Conditions are effective upon receipt and confirmation of acceptance of your purchase order by Vendor or an authorized reseller (the “Effective Date”).
Unless otherwise defined in these Terms and Conditions, capitalized terms shall have the meanings set forth in the Agreement.
Support and maintenance
Subject to your timely payment of the applicable annual Support fees set forth in your invoice(s) (the “Support Fees”), Vendor will provide the level of Support identified in your invoice(s) in accordance with the Support descriptions set forth below. No other maintenance or support for your Vendor software (the “Software”) is included in these Terms and Conditions.
Support Fees will be due and payable in accordance with the invoice(s). Support Fees will be non-refundable once paid.
Vendor will have no obligation of any kind to provide Support for problems caused by or arising out of any of the following (each, a “Licensee-Generated Error”):
- Modifications to the Software not made by Vendor
- Use of the Software other than as authorized in the Agreement or as provided in the documentation for the Software
- Damage to the machine on which the Software is installed
- Your continued failure to use the Software without reference to the documentation
- Versions of the Software other than the most recent version or the Supported Prior Version (defined in this section)
- Third-party products not expressly supported by Vendor as noted in the documentation
- Conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by Vendor as noted in the documentation.
If Vendor determines that it is necessary to provide support for a problem caused by a Licensee-Generated Error, Vendor will notify you thereof as soon as Vendor is aware of such Licensee-Generated Error. If you agree that Vendor should provide support for the Licensee-Generated Error via a confirming email, then Vendor will have the right to invoice you at Vendor’s then-current time and materials rates for any such support provided by Vendor.
Support is delivered in English only unless you are in a location where Vendor has made localized Support available.
There are two levels of Support: Standard, and Global. Valid product maintenance entitles to Standard Support.
Vendor Standard Support provides online documentation, email, and a web-based portal for submitting cases and tracking case status. Vendor Standard Support means Vendor will provide an Initial Response and Acknowledgement in accordance with P3 terms as described in this section. Vendor will provide Software updates when available if Vendor Standard Support is included in the License Fee or purchased separately.
In addition to the services as defined as Standard support, Vendor Global Support provides a telephone number for contacting Vendor’s technical support team. Support cases are handled based on case priority levels as described in this section. When submitting a case, customers select the priority for the initial response in accordance with the priority guidelines set forth in this section. When the case is received, Vendor Support may change the priority if the issue does not conform to the criteria for the selected priority and will provide you with notice (electronic or otherwise) of such change. Vendor will respond to Vendor Support requests and will provide workarounds or fixes in accordance with the guidelines set forth in this section.
Vendor Global Support also provides a dedicated resource to contact for meetings as frequently as weekly to monitor your support issues, to provide additional status reports and metrics, and to coordinate and execute a quarterly account status review at a mutually agreeable time.
Vendor Global Support also provides online training courses delivered by Vendor technical staff. Successful completion of such courses entitles Customer’s engineers to become certified in the Vendor software.
Case priority levels
Case priorities are assigned based on the technical importance of the problem with your Vendor software.
- P1: The majority of the functionality of the machine on which the Software is installed is unusable and the Software is completely inaccessible
- P2: The Software is completely inaccessible or the majority of its functionality is unusable
- P3: One or more key features of the Software are unusable
- P4: Any other case where a Software feature is not operating as documented
Target response times
- Response: 4 hours
- Response: 1 business day
- Response: 2 business days
- Response: 3 business days
Should Vendor, in its sole judgment, determine that there is a defect in the Software, it will, at its sole option, repair that defect in the version of the Software that you are currently using or instruct you to install a newer version of the Software with that defect repaired. Vendor reserves the right to provide you with a workaround in lieu of fixing a defect should Vendor, in its sole judgment, determine that it is more effective to do so.
Support will be delivered by a member of Vendor’s technical support team during the regional hours of operation listed below.
- Monday to Friday 9 am to 5 pm CET excluding Vendor company holidays
- P1: 24 x 7
- P2: 24 x 5 (excluding the weekend)
- P3-P4: Monday to Friday 9 am to 5 pm CET excluding Vendor company holidays
Customer’s obligation to assist
Should you report a purported defect in the Software to Vendor, Vendor may require you to provide them with the following information:
- General description of the operating environment
- A list of all hardware components, operating systems, and networks
- A reproducible test case
- Any log files, trace, and systems files
Your failure to provide this information may prevent Vendor from identifying and fixing that purported defect.
Software updates and software end of life policy
When available, Vendor provides updates and maintenance releases only to Vendor Support customers. Vendor provides full Support, including, when available, bug fixes, only for versions released in the twelve months before the then current release (“Supported Prior Versions”).
Changes in support and software
Subject to this section, you acknowledge that Vendor has the right to discontinue the manufacture and development of any Software and the Support for any Software, including, without limitation, the distribution of older Software versions, at any time in its sole discretion, provided that Vendor agrees not to discontinue Support for the Software during the current annual term of these Terms and Conditions, subject to the termination provisions herein. Vendor reserves the right to alter Support from time to time, using reasonable discretion, but in no event shall such alterations result in
- Diminished support from the level of Support set forth herein
- Materially diminished obligations for Vendor
- Materially diminished rights for you
- Higher Support Fees during the then-current term
Term and termination
These Terms and Conditions will commence on the date when Vendor delivers the license key for the Software to you and, unless terminated earlier in accordance with the terms of the Agreement, for a period of one (1) year (or for term purchased if different than one year) thereafter (the “Initial Term”). The agreement will not automatically renew.
If you allow your Support Term to expire, it must expire for all of your licenses. If you would like to reinstate Support, it must be reinstated for all of your licenses.
The rights and obligations of the parties contained in sections a and b will survive the expiration or termination of the Agreement, these Terms and Conditions or any invoice(s).
Vendor will not be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.