The SSA is a standalone agreement governing the use of the Agilyx support desk. These terms apply wherever a Customer has purchased an individual support contract with Agilyx or has bundled the support service with another subscription or service.
Capitalised words and phrases in this Agreement have their meaning from the Dictionary unless the contrary intention appears.
Other capitalised words and phrases in this Agreement have their meanings as set out below:
Annual Subscription Payment, Escalation, Initial Term, Issue, Online Support Portal, Renewal Term, Support Service, Updated Terms, Updated Pricing all have their meanings as set in the paragraphs below.
Support Hours means the hours specified on the Order Form.
Response Time means the time(s) for a response to an Issue as set out on the Order Form, subject to the detailed provisions of ‘Triage and Response’ clause below.
Resolution Time means the times(s) for resolution of an Issue as set out on the Order Form, subject to the detailed provisions of the ‘Resolution of Issues’ clause.
Subscription Price means the price for the Support Service set out on the Order Form.
Authorised Requester means the individuals listed on the Order Form for the purposes of the Support Service.
Supported Software means the software listed on the Order Form for the purposes of the Support Service.
Priority Classification means the classifications of an Issue for the purposes of the ‘Logging Tickets’ clause below.
Commencement Date means the date specified on the Order Form for the commencement of the Support Service.
In this Agreement, unless it is provided otherwise, the Rules of Interpretation apply.
This Agreement incorporates the Agilyx General Terms of Business, they apply as though set out in full here.
If expressly provided by the Order Form, this Agreement incorporates the Data Processing Addendum, it applies as though set out in full here.
This Agreement provides the terms under which the Customer is granted access to the support service for one or more software products or services (Support Service) provided by (or procured for the Customer by) Agilyx.
Agilyx will grant access to the Support Service subject at all times to the Customer’s strict compliance with the terms of this Agreement.
Agilyx will provide the Support Service via a remote-access and online-based support tool.
The Support Service will be provided during the Support Hours set out in the Order Form.
The Support Service will be provided subject always to any express exclusions set out in an Order Form.
The Support Service will be limited in any ways set out in the Order Form, for instance to a limited number of end-users or at a limited volume of tickets.
The Support Service will be provided subject always to any express exclusions set out in an Order Form.
The Customer must nominate one or more individuals whom are authorised to log tickets on behalf of the Customer (each an Authorised Requester). The Customer warrants that the Authorised Requester has the authority to bind the Customer to the relevant provisions of this Agreement through each Authorised Requester’s daily use of the Support Service.
A Customer through its Authorised Requesters can only log tickets for an Issue where the Issue meets all the below criteria (and references to ‘Issue’ in this Agreement refer only to Issue/s that meet the below criteria), the Issue:
directly relates to a product or service which is specified in the Order Form (Supported Software);
fits into at least one Priority Classification, which are set out further below;
is logged in accordance with the any procedures set out on the Order Form;
is a problem, error or failure of the Supported Software to perform in accordance with its documentation or a specification (as published and updated by the Supported Software’s vendor from time to time);
is not covered by any of the exclusions in the ‘Exclusions to Support Service’ clause below.
In addition to any exclusions set out on the Order Form, the Support Service does not cover Issues that arise because of:
the Customer’s misuse or misconfiguration of the Supported Software, or use of the Supported Software contrary to its documentation, specifications (again, as published/updated by the vendor) or contrary to its licence terms;
software interoperability errors resulting from the failure of the Customer to utilise the versions of other software required to run in conjunction with Supported Software
Customer hardware failure or Customer misconfiguration of hardware;
an integration, except to the extent listed on the Order Form;
the failure of a hosting or infrastructure provider;
malicious code or unauthorised access to the Customer’s computer network or environment;
use of software that has been sunset (discontinued) or is unsupported by the vendor, except to the extent expressly specified in an Order Form;
any modifications or enhancements to Supported Software provided by any person/entity other than Agilyx (other than by a sub-contractor approved in writing by Agilyx); and/or
circumstances which can only be addressed by the vendor, in any of its capacities (as developer, custodian of the source code, ultimate beneficial owner or licensor of the Supported Software), but where the Customer has done (or omitted to do) an act which lawfully disentitles the Customer (or Agilyx on its behalf) from receiving the vendor’s support in respect of that Issue (note that this does not prevent Issues being Escalated where the Customer is entitled to vendor support, see the ‘Escalation of Issues to third party vendors’ clause below).
Authorised Requesters may log a ticket relating to an Issue:
directly through the ‘Online Support Portal’, available at: https://help.agilyx.support; or
by emailing help@agilyx.support, which will log a ticket in the Online Support Portal, but will not give the Customer an opportunity to assign a Priority Classification and this Issue will be treated as Normal priority, as set out in the subclause below.
When logging a ticket in the Online Support Portal, an Authorised Requester will be given an opportunity to assign/indicate the classification of the Issue, in accordance with the Priority Classifications set out in the clause below. An Order Form may modify any of the Priority Classifications, but if it does not then the below apply.
An Issue will be classified as Urgent priority where any of the following apply:
An Issue will be classified as High priority where any of the following apply:
An Issue will be classified as Normal priority where any of the following apply:
An Issue will be classified as Low priority where any of the following apply:
The Customer through its Authorised Requester must assign the Priority Classification in good faith and make efforts to ensure the Issue is correctly classified to the best of its knowledge.
Each Priority Classification will have a corresponding Response Time and Resolution Time set out in the Order Form.
As soon as reasonably practicable (but in any event no later than the corresponding Response Time), Agilyx will evaluate the Issue and its Priority Classification.
If Agilyx, acting reasonably, does not agree with the Priority Classification for the Issue, it may reclassify the Priority Classification, in accordance with its proper classification.
Agilyx will use reasonable endeavours to provide a response to the Issue within the Response Time (but only during Support Hours). A response can be, for example:
the delivery of a hot-fix, patch or workaround procedure to minimise business impact or disruption from the Issue;
the identification of supplementary configuration aimed at resolving the Issue;
a description of what measures have been unsuccessfully taken to resolve the Issue, and the next steps which will be taken by Agilyx (in collaboration with the Customer) to resolve the Issue;
notification that the Issue has been escalated to the appropriate third-party vendor for resolution (for example where that Issue arises from an error in the underlying source code of the product);
the opening of a telephone/teleconference dialogue between Agilyx support personnel and the customer’s personnel and the commencement of collaborative efforts to reproduce operating conditions similar to those present when the Issue was discovered, with a view to resolving it; or
another reasonably appropriate response to the Issue which is analogous to the above subparagraphs.
Agilyx support personnel must use reasonable endeavours to provide a resolution to the Issue within the Resolution Time (but only during Support Hours).
Where Agilyx, after having used reasonable endeavours to resolve the Issue in accordance with this clause, is unable to do so due to the nature or complexity of that Issue being such that it requires intervention from the third party vendor of the Supported Software (for example, an Issue with the underlying source code or a software bug or integration), Agilyx will escalate that Issue to be resolved by the relevant Supported Software vendor (Escalation).
The Issue is deemed to have met the relevant Resolution Time for that Issue where the Escalation occurs within the applicable Resolution Time.
Agilyx will manage the relationship and service levels provided by the third-party vendor on behalf of the Customer and ensure that the vendor meets or exceeds its service level agreement. Agilyx and the Customer must each perform their respective obligations relating to that Escalation as set out in the Order Form. Details of the vendor’s support level agreement will be provided on the Order Form.
The Customer (and any of its personnel required for resolution of the Issue) will remain reasonably available to assist Agilyx support personnel to respond to and resolve the Issue. If at any point after response or resolution Agilyx is unable to get in contact with the relevant personnel after a reasonable period of time it may close the ticket.
The Agreement commences on the Commencement Date and shall continue for as many individual twelve (12) month periods as provided on the Order Form as the ‘Initial Term’, unless terminated earlier in accordance with its terms.
Subject to any Updated Terms or Updated Pricing, after the Initial Term, this Agreement will automatically renew for a further twelve (12) month period (each a Renewal Term), unless:
either party provides the other party with written notice of termination at least sixty (60) days prior to the expiration of the Initial Term or if applicable, the Renewal Term, in which case the Agreement will terminate upon expiry of either the Initial Term or the Renewal Term (as the case may be); or
the Customer is in breach of any of its payment obligations under this Agreement, in which case Agilyx may terminate the Agreement effective at the expiry of the Initial Term (or if applicable, the Renewal Term).
Without limiting Agilyx’s other rights or remedies at law or under this Agreement, Agilyx may suspend use of the Online Ticketing System or suspend provision of services if the Customer is in breach of any of its payment obligations under this Agreement.
The Customer agrees to pay Agilyx the Subscription Price in advance for each individual twelve (12) month period in the Initial Term (which is set out in the Order Form) and to pay accordingly in advance for any Renewal Term in accordance with this clause (Annual Subscription Payment).
Agilyx will issue an invoice for the Subscription Price of the first twelve (12) month period in the Initial Term on or around the Commencement Date and then thirty (30) days before each subsequent period or before the Renewal Term (as the case may be).
Agilyx will notify the Customer ninety (90) days prior to a Renewal Term if:
the terms of this Agreement have been updated (Updated Terms), in which case Agilyx will provide access to a copy of the Updated Terms along with the notice; and/or
the Subscription Price for the upcoming Renewal Term is changing (other than through Indexation) (Updated Pricing).
By continuing into the Renewal Term the Customer agrees it will be governed by any Updated Terms and at the Updated Pricing. If Agilyx does not provide the notice of Updated Terms or Updated Pricing, Agilyx will issue an invoice for the Renewal Term at the same price as the previous year’s subscription (subject to Indexation) and the Renewal Term will be governed by the existing terms in force at that time (whether original or Updated Terms).
On each anniversary of the Commencement Date, the Annual Subscription Payment on the Order Form is subject to Indexation. The increase will be calculated as at the date of Agilyx’s invoice for the next Annual Subscription Payment.
The total aggregate liability of Agilyx (whether under statute, in contract or in tort, including for negligence, or otherwise) for loss or liability suffered or incurred by the Customer under or in connection with the Support Service Agreement and its corresponding provisions set out on the Order Form, is limited to one of the below (at Agilyx’s option if permissible by law):
the latest Annual Subscription Payment paid by the Customer;
the resupply of the relevant services; or
the cost of having the relevant services supplied again.
To the extent permitted by law, under no circumstances whether in tort, contract, or otherwise, shall either party be liable to the other (whether such losses or damage were foreseeable, known or otherwise) for any indirect, special, incidental, or consequential loss or damage of any character, or any claims, losses or damages (whether actual or anticipated) for loss of goodwill, revenue, profit, contracts, opportunity, anticipated savings, loss or corruption of data or equipment, work stoppage, computer failure or malfunction.
The provisions of this ‘Liability’ clause will survive termination or expiry of this Agreement.
