Annual Software Support Agreement between ( the Customer ) and Foresiight Pty Ltd ( Foresight ) V.5 01 February 2017 Foresiight Pty Ltd ABN. 49 010 227 817 31 Navigator Place, Hendra QLD 4011 PO Box 1701, Toombul QLD 4012 Phone: 07 3356 2772 Fax: 07 3356 2823 Email: solutions@foresiight.com.au Web: www.foresiight.com.au Page 1
Table of Contents 1. Annual Software Support Agreement... 3 1.1 Agreement... 3 1.2 Commencement and Duration... 3 1.3 Termination... 3 1.3.1 Permitted Uses... 3 1.3.2 Uses Not Permitted... 4 1.3.3 System Specification... 4 2. Support Benefits... 5 2.1 Support Inclusions... 5 2.2 Support Exclusions... 5 2.3 Support Hours and Contact Details... 6 2.4 After Hours Support (optional)... 6 3. Support Help Desk... 7 3.1 Nature of Telephone and Email Support... 7 3.2 Service Availability... 7 3.3 Issue Severity... 7 3.3.1 Support Response Times... 7 3.4 Responsibilities... 8 3.4.1 Foresiight s Responsibilities... 8 3.4.1.1 Priority Service & Replacement Software... 8 3.4.2 Foresiight Software Updates... 8 3.4.2.1 Timing of Installation of Foresiight Software Updates... 8 3.4.2.2 Where your system provides for Automatic Updates... 8 3.4.2.3 Where your system does not provide for Automatic Updates... 9 3.4.2.4 Onsite Upgrades and Software Crossgrades... 9 3.4.2.5 Update Release Notes... 9 3.4.3 Customer s Responsibilities... 9 3.4.3.1 Access to carry out support services... 9 3.4.3.2 Keeping your Foresiight Software System healthy... 10 3.5 Concessional Rates for Services outside of this Agreement... 10 3.6 Future Enhancements to Foresiight Software... 10 3.6.1 Special Software Development... 10 4. Training... 11 4.1 Face to Face Training... 11 4.2 Online Training... 11 5. Payment... 12 5.1 Fee... 12 5.2 Terms... 12 5.3 Fee Variation... 12 5.4 Billing Cycles... 12 5.5 Bank Details... 12 6. Limitation of Liability and Disclaimer... 13 6.1 Other Exclusions... 13 7. Customer Acceptance... 14 Page 2
1. Annual Software Support Agreement 1.1 Agreement The Customer and Foresiight Pty Ltd ( Foresiight ) agree as follows: Foresiight will provide software support for the ProfiitPlus or Alchemii ( the Software ) product suite to the Customer providing they are holding a current and valid Software licence, have paid the Annual Support fee and have agreed to the terms and conditions contained in this document. This Agreement covers all Software developed and supplied by Foresiight including ProfiitPlus & Alchemii ( Foresiight Software ). 1.2 Commencement and Duration Annual Software Support services will initially commence on the date of payment in advance ( Establishment Date ) of the Annual Support fee and continue for a maximum of twelve months (or the agreed period) thereafter. The Annual Software Support Agreement will be automatically renewed for the same period, unless otherwise agreed by the Customer and Foresiight. 1.3 Termination Either party can terminate this agreement by giving 30 days written notice. Any unused portion of the annual software support fee will not be refunded by Foresiight. Foresiight may limit or terminate support services to a customer who uses the service in an irregular, abusive or fraudulent manner. Irregular use refers to using the software outside of the permitted uses contained below: 1.3.1 Permitted Uses The Customer may:- a. load into RAM and use Foresiight Software on a single terminal or a single work station of a computer (or its replacement) or if the Customer has purchased a multi-user licence load into RAM and use Foresiight software on a central processing unit, including systems containing multiple central processing units, computer networks or emulations on a mainframe or minicomputer; b. install Foresiight Software onto a permanent storage device (a hard disk drive.) c. make and maintain back-up copies provided they are used only for back-up purposes, the Customer keeps possession of the back-ups and does not make or permit the making of copies of the back- ups. In addition, all the information appearing on the original disk labels (including the copyright notice) must be copied onto the back-up labels. Page 3
d. This licence gives the Customer certain limited rights to use Foresiight Software, copies of Foresiight Software and related materials. The Customer does not become the owner of Foresiight Software, copies of Foresiight Software and related materials. In addition, the Customer agrees to use reasonable efforts to protect Foresiight Software and related materials from unauthorised use, reproduction, distribution or publication. e. All rights not specifically granted in this licence are reserved by Foresiight. 1.3.2 Uses Not Permitted The Customer may not:- a. make copies of Foresiight Software except as permitted above; b. make copies of all or any part of the related materials; c. use Foresiight Software in a network or multiple- user arrangement unless the Customer has paid for the multi-user version licence covering the appropriate number of workstations. d. rent, lease, sub-licence, time share, lend, transfer or assign Foresiight Software, copies of Foresiight Software, related materials or the Customers's rights under this licence; e. alter, de-compile, disassemble or reverse-engineer Foresiight Software or make any attempt to unlock or bypass any initialisation system used provided that the Customer may edit correspondence in the course of tailoring the Foresiight Software for the Customer's firm; f. remove or obscure the copyright notices. 1.3.3 System Specification Foresiight may from time to time provide specifications of the Foresiight Software system, and samples of reports and other documents produced by Foresiight Software, and other descriptive material. Such material is indicative only. The Customer acknowledges that Foresiight Software prices and specifications may be varied without notice. Page 4
2. Support Benefits Foresiight will provide the following benefits pursuant to this agreement: 1. A Support Help Desk is available for telephone and email queries 2. Priority service over non-holders of Annual Software Support Agreements 3. Support documentation is published via supportcentre.foresiight.com.au 4. Software updates at least once a year 5. Free replacement of your licenced Software module suite, in the event of its loss, damage or destruction (limitations apply) 6. Concessional rates for services not covered by this agreement 7. Consultation with Foresiight regarding possible future enhancements to the Software. These benefits are detailed in Section 3. 2.1 Support Inclusions Foresiight will provide the following for its Annual Support and License fee: Access to the relevant purchased Software package Unlimited* helpdesk phone support for enquiries regarding any of the Software solutions, during normal business hours (EST) this does not include training. Unlimited* dial ins to provide assistance remotely from the Foresiight Support desk Upgrades and new releases developed by Foresiight within your support period (minimum of once a year), limited to the relevant Modules or Add-Ons purchased by the Customer. Free patches, updates, new additions and improvements to the functionality of the Software, limited to the relevant Modules or Add-Ons purchased by the Customer. Concessional rates for any training or other consultancy services that may be required Free replacement of the Software in event of its loss, damage or destruction (limitations apply) *subject to fair use policy 2.2 Support Exclusions Foresiights s Annual Software Support does not extend to: 1. Staff training in the Software. 2. Consultancy Services 3. Customisation of Documents/Reports supplied as standard with initial Foresiight Software setup. 4. Specialised data extraction i.e. beyond standard reports and ability to export these reports to Microsoft Excel 5. Providing advice or help in respect of general computer hardware issues, operating systems, Internet, other applications or Windows software in general 6. Providing advice in respect of computer hardware covered by other warranties or support agreements, or computer networks or equipment purchased from other vendors 7. Database Repair - the support agreement does not extend to damaged or corrupted databases. No responsibility can and will be taken for lost data and /or information 8. Upgrades or enhancements to Modules or Add-ons not previously purchased by the Customer 9. Installation of replacement software (in the event of loss, damage or destruction) the Support agreement does not include any consultancy time that may be required to install and configure the system and restore settings and/or data Page 5
10. Callouts to site - these are chargeable 11. Any support upgrades or other services outside of Foresiight s standard support hours (section 2.1) If required, the Customer may request that Foresiight install system upgrades outside of standard support hours. This may be agreed to at Foresiight s discretion and a fee will apply for this service. Currently, the fee for an upgrade if performed outside of business hours is $295 inc.gst. 2.3 Support Hours and Contact Details Phone 07 3356 2772 8.30am 5pm (Brisbane AEST) Monday to Friday* Fax 07 3356 2823 8.30am 5pm (Brisbane AEST) Monday to Friday* Email support@foresiight.com.au 8.30am 5pm (Brisbane AEST) Monday to Friday* Internet www.foresiight.com.au supportcentre.foresiight.com.au * excludes weekends, Queensland public holidays The Foresiight Head Office is located at 31 Navigator Place, Hendra, QLD, 4011. 2.4 After Hours Support (optional) Foresiight offers an optional After Hours Support service (telephone only) to Customers with a current Support agreement. After hours support is defined as any time or day outside of the support hours shown in section 2.2, between the hours of 6.00am - 9.00pm, seven days a week, excluding Christmas Day and Good Friday. An Annual Retainer of $880.00* inc. GST is charged for access to this service. Each after hours incident resolved by phone or remote connection is charged at $145.00* inc. GST (up to 30 minutes). Additional time is charged at $220.00* inc. GST per hour, or part thereof. Travel time is added if the callout to site is outside the Brisbane Metro area. Each after hours incident resolved by callout to site in the Brisbane Metro area only is charged at $275.00* inc. GST (up to 30 mins on site). Additional time is charged at $290.00* inc. GST per hour, or part thereof. Please contact Foresiight directly if you wish to take up this option. *These are Foresiight s current rates, and are subject to change without notice at any time. Page 6
3. Support Help Desk 3.1 Nature of Telephone and Email Support Telephone and email support shall consist of Providing advice on how to undertake a Foresiight Software product operation, and Foresiight Software product operating difficulties Connection using remote access facilities to review your system setup and data Please note that telephone and email support is not intended as a substitute or replacement for initial or additional product training. 3.2 Service Availability Whilst we will endeavour to answer all calls as promptly as possible, you may experience delay in having one of our support consultants answer your query - as call volumes fluctuate so will response times. 3.3 Issue Severity Foresiight s Support Team will endeavour to respond to incidents according to the severity of the issue, as determined by Foresiight. Foresiight recognises four incident levels: Status 1 Status 2 Status 3 Status 4 Problems that result in the Foresiight software being inoperable at the time of the Customer contact. Problems which seriously impact normal daily operations without making Foresiight Software inoperable Minor, intermittent or non-critical issues that do not seriously impact day-to- day operations There is no loss in service; a cosmetic or enhancement request. Support requests, where they cannot be resolved in the initial phone contact, shall be resourced and acted upon in accordance with these status priority classifications, in relation to all of the requests under action at that time. 3.3.1 Support Response Times Your call or email will be logged, and acted upon as per the following: Status 1 Status 2 Status 3 Status 4 Four (4) hour response by phone or email, issue then handled as promptly as possible Eight (8) hour response by phone or email, issue then handled as promptly as possible Two (2) business day response by phone or email, and the issue then handled as promptly as possible Response when practicable, depending on problems/queries in the support queue, with no commitment for change. Note that these response times are guidelines only. In practice, our Support Team are committed to resolving all enquires in the shortest practical timeframe. In some cases, successful resolution or a workaround may not be possible.. Page 7
3.4 Responsibilities 3.4.1 Foresiight s Responsibilities In the case of Foresiight Software product operating problems, Foresiight will make all reasonable efforts to resolve real problems which reasonably appear attributable to the Foresiight software as quickly as possible and wherever practicable, as per the response times as set out in section 3.3.1, provided that all the necessary information is provided at the time of the initial contact. 3.4.1.1 Priority Service & Replacement Software Customers with fully paid support agreements will receive priority service over non-holders of support agreements. In the event of your Foresiight software being lost, stolen or destroyed, Foresiight will provide replacement software (as per your Foresiight Software licence) at no charge. For Foresiight to reconstruct your business from your data backup, a fee will be charged. 3.4.2 Foresiight Software Updates Program updates (upgrades) will be made available to those Customers with a fully paid support agreement, with a minimum of one update per year. The supplied update will apply only to those Foresiight Software modules or add-ons licenced by the Customer. It does not provide for supply of additional new software, tailoring of existing modules, or enhancement of modules that have been developed specifically for your site. All updates supplied are subject to the terms of our End User Licence Agreement, which may be viewed under Help Licence Agreement from the main ProfiitPlus or Alchemii system menu. As with all product updates and enhancements that contain added functionality, on occasion the user organisation s staff may require additional training in Foresiight Software. Training is available from Foresiight at the rates shown in section 4 (please note the Support Agreement specifically excludes training). There may be a charge for crossgrades to future enhanced versions of the product, for example where there is a replacement of underlying technologies. 3.4.2.1 Timing of Installation of Foresiight Software Updates Depending on the model and version of your Foresiight Software, the Customer may be able to download and install software updates on a semi-automatic basis (Automatic Updates). 3.4.2.2 Where your system provides for Automatic Updates Where this is possible, any updates that are available will be notified to your System Administrator(s) at time of login to your Foresiight Software. It is the responsibility of the System Administrator to ensure that any such upgrades are installed at some convenient time. If you need assistance with this process, please call Foresiight support line. Page 8
3.4.2.3 Where your system does not provide for Automatic Updates Foresiight Software updates are performed remotely by Foresiight Staff during normal business hours. Foresiight will call or email you to arrange a convenient, least disruptive time for the update to occur. Foresiight will follow up with a phone call or email after the upgrade has occurred to confirm the correct operation of the system. If your business operations require Foresiight to perform program updates or maintenance outside of normal business hours (as in section 2.2), Foresiight will charge a fee for these services. 3.4.2.4 Onsite Upgrades and Software Crossgrades Foresiight does not provide for onsite upgrades within the scope of this Support Agreement, unless these are deemed necessary at the discretion of Foresiight, or specifically requested by the customer. If required, onsite upgrades and any applicable fees will be discussed with the end user. A Software Crossgrade is the term used to describe an upgrade to a software product that is similar, but contains major technical and /or functional differences. Foresiight may occasionally issue Crossgrades to a new model of the Foresiight Software products. Where this happens, there may or may not be a fee for such a Crossgrade. Installation of a Crossgrade may require site visits and/or significant amounts of time to implement; it may also involve system down-time during the process. If required, such installations are carried out on a fee for service basis. Any applicable fees will be first discussed with the end user. 3.4.2.5 Update Release Notes Foresiight Software updates will include the supply of the appropriate product Release Notes to the customer. 3.4.3 Customer s Responsibilities The Customers staff or representative seeking support must have made reasonable efforts to discover for themselves the necessary information, including review of any relevant support documentation (e.g. User Guides). An email to Foresiight support (support@foresiight.com.au) describing the issue, with relevant screen captures is the best option for a speedy resolution of the issue. 3.4.3.1 Access to carry out support services The Customer must make available a high speed Internet connection for remote access to enable software support and/or system access. The Customer agrees to provide remote access to their systems using the software of Foresiight s choice, which may vary from time to time. Page 9
3.4.3.2 Keeping your Foresiight Software System healthy It is important that your Foresiight Software operates at optimum levels. To assist you with this, we have provided User Guide U0180 How to keep your system healthy this is located online. This User Guide will assist you with System reliability Improved performance Verifying the integrity of your business data Verifying the security of your business data, and The security of your system It is advisable that your System Administrator or person responsible for your Foresiight Software, implements and runs these procedures on a regular basis. Foresiight can provide advice to the Customer regarding system maintenance but it is the Customer s responsibility to ensure that these procedures are implemented. 3.5 Concessional Rates for Services outside of this Agreement Any services required that are additional to this agreement are available to you at a concessional rate, which is currently 50% less than our non-supported rates. These rates may vary from time to time. 3.6 Future Enhancements to Foresiight Software Foresiight will consult with the end user regarding possible future program enhancements, as suggested by the end user. There is no obligation upon Foresiight to provide these possible future program enhancements to Foresiight Software. Requests for software enhancements are to be submitted via the Request For Change form. This form is available on the Foresiight Support Centre website. 3.6.1 Special Software Development Special Software Development is totally separate to support and updates of any Foresiight Software. If the Customer has a special business need (which is not part of our scheduled Foresiight Software updates), Foresiight is uniquely able to undertake software development projects, including modifications, to meet these special business needs of our Customers. Such developments will always be based on a detailed needs analysis, written specification and either an agreed price or hourly rate before commencement. Page 10
4. Training Foresiight can provide Foresiight Software training to you and your staff at the following current rates: 4.1 Face to Face Training Per Hour, at Foresiight, 1-3 persons Half day, at Foresiight, morning tea, 1-3 persons Full day, at Foresiight, morning tea & lunch provided, 1-3 persons $175.00 inc GST $660.00 inc. GST $1,320.00 inc. GST Training at customer s site incurs travel and accommodation charges where applicable. Please note these are our current rates, and may be subject to change. 4.2 Online Training Per hour Three hour block $175.00 inc. GST $525.00 inc. GST Customer must have on line access. Please note these are our current rates, and may be subject to change. Page 11
5. Payment 5.1 Fee The yearly support fee is based on usage of Foresiight Software systems, according to variables such as the number and type of modules, and the number of workstations, users, businesses and locations. 5.2 Terms All invoices are payable prior to the due date shown on the invoice. If payment is not received within seven (7) days of the payment due date, this agreement will be deemed to have lapsed and any support will be provided on a "best effort" basis, at our standard charges. If a Support Agreement lapses, a valid credit card number must be provided before any service can be provided or payment for the services must be paid prior to these services being carried out. 5.3 Fee Variation The above fees may vary from year to year, and the Customer will be given notice of the fee for each year by issues of an invoice at least 30 days prior to the anniversary of the go-live date. In any event, the support fees shall increase no more than 5% each year, if all modules, user licenses and number of stores remain consistent. With additional modules, user licenses or stores, this may attract additional support fees. 5.4 Billing Cycles The yearly fee may be paid quarterly, six monthly or yearly, if agreement is reached between the End User and Foresiight for these payment intervals before the due date. Foresiight offers three Billing Cycles for support fees: - Monthly (1 month), attracts a 10% transaction fee (via direct debit only) - Quarterly (3 months), attracts a 7% transaction fee - Half Yearly (6 months), attracts a 3% transaction fee - Yearly (12 months) The Billing Cycle begins on the Support Agreement Establishment Date. You may elect to change your Billing Cycle at any time; however, the new Billing Cycle will only take effect at the time of the next Support Agreement renewal. 5.5 Bank Details Foresiight Pty Ltd s bank details are: Bank NAB Ashgrove, Brisbane, Australia BSB 084-115 Account No. 046121801 Page 12
6. Limitation of Liability and Disclaimer 1. The Customer shall not purport to sell, assign, transfer or otherwise part with this agreement. 2. This agreement may be suspended if the customer fails to provide easy accessibility to the computer equipment to Foresiight or its agents. 3. This agreement may be suspended if the customer fails to operate the computer equipment / system in accordance with the manufacturers and / or software developers instructions which may result in program / system failure. 4. Foresiight reserves the right to suspend the services provided within the context of this agreement if any account the customer may have with Foresiight remains unpaid outside of Foresiight s trading terms as stated on invoices, and in section 5.2 above. 6.1 Other Exclusions 1. Force Majeure, Act of God, Fire, Industrial disputes or anything beyond the control of either party. 2. All transportation and/or accommodation costs of both personnel and media to a remote site are the responsibility of the Customer. A remote site is an operational site in excess of 30kms of the registered office of Foresiight. Page 13
7. Customer Acceptance Please forward this section with the prescribed fee to: Foresiight Pty Ltd, P.O. Box 1701, Toombul QLD 4012, or fax to 07 3356 2823 or scan and email to solutions@foresiight.com.au Software Licence Name: A.B.N.: Software Licence Number(s): Customer ID Establishment Date: Amount Enclosed: please refer to Quote or Invoice. Signature Date / / Name Title Thank You. - END - Page 14