Archive for Downsizer For an ethical approach to consumption
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jema
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software support T&CsI need to cobble together some terms and conditions for software support.
Has anyone got any I could base some blurb on?
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Snowball
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Don'y you have any from Zen or similar?
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Barefoot Andrew
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I need to do something similar soonish, so I'll be watching this thread with interestage....
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jema
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I have concocted some bollux, best to see how it goes down before passing it on.
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Barefoot Andrew
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| jema wrote: | | I have concocted some bollux, best to see how it goes down before passing it on. |
If you're prepared to email said bx to me I'd be interested to have a look - wouldn't use it without checking with you again...
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jema
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Did you get it?
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happytechie
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there are a few examples here:
http://www.google.co.uk/search?hl=en&client=firefox-a&rls=com.ubuntu%3Aen-GB%3Aunofficial&hs=42Z&q=software+support+terms+and+conditions&btnG=Search&meta=
but this is my fave:
http://www.gnu.org/licenses/gpl-3.0.txt
from a personal point of view I'd like too see responce times to queries, and a time to resolve issues based on a priorty. Perhaps a release schedule fornew versions and a way to get custom changes made as required or a number of hours of free suppoty. Probably soemthing to protect you and suggest that it shouldn't be used as an automation or control application.
I think the real details depend on the type on contract you are offering.
We have very detailed service level agreements and a well documented process for rating the severity of a support call
after a browse this one seems good:
http://www.altn.com/Company/Policies/SupportAgreementTerms/
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jema
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thanks, assuming I get problems I will peruse.
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snozzer
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| Quote: | Model Form of Conditions of Contract
for Support and Maintenance
of Bespoke Software
1. DEFINITIONS
1.1 ‘Contract’ shall mean the agreement between the Customer and the Contractor for the provision of the Service described therein, including all documents to which reference may properly be made in order to ascertain the rights and obligations of the parties.
1.2 ‘Contractor’ shall mean the person, firm or company named as such in the Contract and shall include the Contractor’s legal personal representatives, successors and assigns.
1.3 ‘Customer’ shall mean the person, firm or company named as such in the Contract and shall include the Customer’s legal personal representatives, successors and assigns.
1.4 ‘Software’ shall mean those items specified in the Contract as subject to the Service.
1.5 ‘Service’ shall mean preventive and/or corrective maintenance and all other work to be carried out by the Contractor in accordance with the provisions of the Contract.
1.6 ‘Service Charge’ shall mean the charge specified in the Contract together with any additions thereto or deductions therefrom agreed in writing under the Contract.
2. THE SERVICE
2.1 The standard of the Service shall be in accordance with the Contract. To the extent that the standard of the Service has not been specified in the Contract, the Contractor shall use good quality materials, techniques and standards and provide the Service with the care, skill and diligence required in accordance with the best software engineering practice.
2.2 The Contractor shall take care to ensure that in providing the Service he does not unreasonably interfere with the operations of the Customer or any contractor employed in the Customer’s premises.
2.3 Where the Service includes error correction and the Contractor can demonstrate that any reported error was due to improper use of the Software by the Customer or to programming errors in other software or resulting from a hardware fault, then the Contractor shall have the right to charge to the Customer at the rates specified in the Contract the reasonable costs involved in determining the nature and cause of the reported error and, if applicable, its correction.
2.4 Where a new issue or update of the Contractor’s software or documentation or part thereof is released the Customer by the Contractor, it shall be installed by the Contractor (if applicable) under the Service and accepted and used by the Customer except where the Customer can show that the new issue or update has a significant adverse effect on the performance of the Software for the Customer’s operational requirements, in which case the Customer may elect to retain the superseded issue of the Software. In such an event, the Contractor shall use all reasonable endeavours to continue to provide the Service.
3. TECHNICAL SUPPORT
In the event that the Customer shall request the Contractor to provide technical support over and above that specified in the Service, the Contractor shall:
(i) use his reasonable endeavours to respond promptly to the request, and
(ii) have the right to charge the Customer the reasonable additional cost involved at the rates specified in the Contract.
4. USE OF SOFTWARE
The Customer agrees to comply with all the Contractor’s reasonable instructions concerning the usage, modification, control and testing of the Software in addition to ensuring that the Customer’s employees are adequately trained in the correct use of the system.
5. THE CUSTOMER’S PREMISES
5.1 The Customer shall, with his prior agreement, provide such reasonable access to the premises and facilities therein as the Contractor may require for the provision of the Service. The Contractor may work on the premises only with the authorisation of the Customer.
5.2 The Customer shall be responsible for ensuring that the necessary operational and environmental conditions are maintained for the use of the Software.
6. MISTAKES IN INFORMATION
The Contractor and the Customer shall each be responsible for the accuracy of drawing, documentation and information supplied by them to the other party and shall pay to the other party any extra costs occasioned by any discrepancies, errors or omissions therein.
7. COPYRIGHT INDEMNITY
7.1 The Contractor shall fully indemnify the Customer against all damages (excluding consequential damages), costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement in the United Kingdom of copyright in consequence of the provision of the Service, subject to the following: -
(i) The Customer shall promptly notify the Contractor in writing of any alleged infringement of which he has notice.
(ii) The Customer must make no admissions without the Contractor’s consent.
(iii) The Customer, at the Contractor’s request and expense shall allow the Contractor to conduct and/or settle all negotiations and litigation and give the Contractor all reasonable assistance. The costs incurred or recovered in such negotiations or litigation shall be for the Contractor’s account.
7.2 If at any time any allegation of infringement of copyright is made in respect of the Software or in the Contractor’s reasonable opinion is likely to be made as a result of the provision of the Service, the Contractor may at his own expense modify or replace the Software, without detracting from overall performance, the Contractor making good to the Customer any loss of use during modification or replacement, so as to avoid the infringement.
8. ASSIGNMENT AND SUB-LETTING
8.1 Neither the Contractor nor the Customer shall assign, pledge or transfer the Contract or any of the rights or obligations therein without the prior written consent of the other party.
8.2 Neither the Customer’s personnel nor any third party employed by the Customer shall provide any part of the Service without the prior agreement of the Contractor, which shall not be unreasonably withheld.
8.3 The Contractor shall not, without the written consent of the Customer which shall not be unreasonably withheld, sub-let the Contract or any part thereof or make any sub-contract with any person or persons for the execution of any parts of the Service. The restriction contained in this Clause shall not apply to the supply of materials or minor details nor to any part of the Service for which a Sub-Contractor is named in the Contract. Any such consent shall not relieve the Contractor from any of his obligations under the Contract.
9. INDEMNITY AND INSURANCE
9.1 The Contractor shall indemnify and keep indemnified the Customer, against injury (including death) to any persons or loss of or damage to any property which may arise out of the act, default or negligence of the Contractor, a Sub-Contractor, their employees or agents in consequence of the Contractor’s obligations under the Contract and against all claims, demands, proceedings damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
9.2 The Customer shall indemnify and keep indemnified the Contractor for the duration of the Contract against injury (including death) to any persons or loss of or damage to any property (excluding the Software) which may arise out of the act, default or negligence of the Customer or any contractor employed by the Customer (other than the Contractor or a Sub-Contractor) and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
9.3 Without thereby limiting their responsibilities under Sub-Clause 9.1 and 9.2 each party shall insure with a reputable insurance company against all loss of and damage to property and injury to persons (including death) arising out of or in consequence of its obligations under the Contract an against all actions, claims, demands, costs and expenses in respect thereof, save only as is set out in the exceptions in Sub-Clause 9.4 and Clause 10.
9.4 The liability of the parties under Sub-Clause 9.1 or 9.2 as appropriate, shall exclude damage or injury (other than injury including death resulting from negligence) consequent upon design, formula, specification or advice. Except in respect of injury, including death to a person due to negligence for which no limit applies, the liability of the parties under Sub-Clause 9.1 or 9.2 as appropriate shall not exceed the sums specified in the Contract in respect of any event or series of connected events.
10. CONSEQUENTIAL LOSS
Save as expressly stated elsewhere in the Contract neither party shall be liable to the other for consequential loss or damage.
11. TERMS OF PAYMENT
11.1 The Customer shall pay the Service Charge at the time and in the manner specified in the Contract. The Service Charge shall be fixed for the minimum period stated in the Contract. Thereafter any variation to the Service Charge will be subject to three months’ prior written notice by the Contractor.
11.2 The Customer will pay any agreed additional charges falling due under the Contract within one month of receipt of an invoice by the Customer.
11.3 The Customer shall have the right to withhold payment against any invoice which is not submitted in accordance with the Contract or which covers or purports to cover the Service or part thereof which has not been provided in accordance with the Contract and shall forthwith notify the Contractor accordingly in writing. Any payment withheld under this Sub-Clause shall be promptly paid to the Contractor upon the matter being rectified.
11.4 If the Customer other than in accordance with Sub-Clause 11.3 shall delay payment of the Service Charge the Contractor shall be entitled to charge interest at the rate stated in the Contract on the amount of the delayed payment for the period of the delay. In the event that payment is unduly delayed, the Contractor shall have the right to defer the provision of the Service until such payment is received, subject to his giving 14 days’ notice in writing to the Customer of his intention so to do.
12. STATUTORY AND OTHER REGULATIONS
12.1 The Contractor shall in all matters arising in the performance of the Contract conform with all Acts of Parliament and with all orders, regulations and byelaws made with statutory authority by Government Departments or by local or other authorities that shall be applicable to the Contract. The Contractor shall also observe through its staff and work people any rules applicable to the Premises. The Customer shall on request afford all reasonable assistance to the Contractor in obtaining information as to local conditions. The Contractor shall not in the performance of the Contract in any manner endanger the safety or unlawfully interfere with the convenience of the public. The cost to the Contractor of meeting the requirements of this Sub-Clause shall be included in the Service Charge except as provided under Sub-Clause 12.2.
12.3 If the cost to the Contractor of the performance of the Contract shall be increased or refused by reason of making after the date of the Contract of any law or any order, regulation or bye-law having the force of law that shall be applicable to the Contract (other than any tax upon profits or revenue), the amount of such increase or reduction shall be added to or deducted form the Service Charge.
12.3 In the event that either party incurs costs to which he would not otherwise be liable due to the other party’s failure to comply with any law or any order, regulation or byelaw having the force of law, the other party shall reimburse the amount of such costs.
13. CONFIDENTIALITY
13.1 The Contractor and the Customer shall keep confidential any information obtained under or in connection with the Contract and shall not divulge the same to any third party without the consent in writing of the other party.
13.2 The provisions of this Clause shall not apply to:
(i) Any information in the public domain otherwise than by breach of the Contract
(ii) Information in the possession of the receiving party thereof before divulgence as aforesaid.
(iii) Information obtained from a third party who is free to divulge the same.
13.3 The Contractor and the Customer shall divulge confidential information only to those employees who are directly involved in the Contract or use of the Software and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.
13.4 The Contractor shall ensure that its Sub-Contractors are bound by the requirements of this Clause.
13.5 The provisions of this Clause shall continue in force notwithstanding the termination of the Contract.
14. FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party’s reasonable control.
15. PUBLICITY
The Contractor shall ensure that neither it nor its Sub-Contractors shall, without the prior written consent of the Customer, advertise or publicly announce that it is undertaking work for the Customer.
16. DURATION AND TERMINATION
16.1 The Contract shall continue until terminated in accordance with the provision of this Clause.
16.2 The Customer may terminate the Contract by giving three months’ written notice to the Contractor to take effect at the end of the minimum period specified in the Contract or such extension of this period as may be agreed or, if no initial period is stated by three months’ prior written notice to the Contractor.
16.3 The Contractor may terminate the Contract by giving six months’ written notice to the Contractor to take effect at the end of the minimum period specified in the Contract or such extension of this period as may be agreed or, if no initial period is stated by twelve months’ prior written notice to the Customer.
16.4 The Contract may be terminated forthwith by either party on written notice if the other party is in breach of the terms of any licence applicable to the Software which is subject to the Service and, in the event of a breach capable of being remedied, fails to remedy the breach within 14 days of receipt of notice thereof in writing.
16.5 Either party may terminate the Contract forthwith on written notice if the other party shall become insolvent or bankrupt or make an arrangement with its creditors or go into liquidation.
16.6 Termination of the Contract shall not prejudice any rights of either party, which have arisen on or before the date of termination.
16.7 The Contract may be terminated by the Customer if the Contractor is in significant breach of its obligations and fails to remedy the breach within 14 days of receipt of notice in writing thereof or such longer period as may be reasonable in the circumstances. In the event that the Customer can demonstrate that such breach has involved it in additional costs then it shall have the right to recover such costs from the Contractor.
17. SOURCE CODING
17.1 The Contractor shall at the request and expense of the Customer enter into an Escrow Agreement for the deposit of a copy of the source-coding of the Software together with all necessary associated documentation.
17.2 Any Escrow Agreement entered into pursuant to the terms of the Contract shall contain provisions for the release of the deposited materials to the Customer in the event of: -
(i) the contractor discontinuing the Service other than as a result of his terminating the Contract under the provisions of Sub-Clauses 16.4 and 16.5 or
(ii) the bankruptcy or insolvent liquidation of the Contractor or
(iii) the termination of the Contract by the Customer under the provisions of Sub-Clause 16.7
PROVIDED THAT the deposited materials shall not be released to the Customer without the consent of the Contractor under the provisions of Sub-Clause 17.2 (c) unless the matter has been referred to arbitration under Clause 18 when the decision of the arbitrator shall be final and binding on all parties concerned.
18. ARBITRATION
Any dispute or difference which may arise between the Customer and the Contractor in connection with or arising out of the Contract may, by agreement of both parties, be resolved by arbitration, in which event such dispute or difference shall be referred to a single arbitrator to be agreed between the Customer and the Contractor or, failing such agreement within fourteen days, to be nominated by the President for the time being of the British Computer Society.
19. LAW
Unless otherwise agreed in writing, the Contract shall be construed and interpreted in accordance with the laws of England.
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Barefoot Andrew
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| jema wrote: | | Did you get it? |
I did - thanks!
Snozzer and Techie of the Happy Variety - I shall peruse also.
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