1.0 Provision of Support and Maintenance. CLIENT may elect to purchase support and maintenance for the SMMS Software as described in this Section by paying Licensor the applicable maintenance fees described herein.
1.1 Term of Maintenance. Licensor agrees to provide Maintenance (as defined herein) to CLIENT pursuant to the terms and conditions set forth herein provided that CLIENT pays the maintenance fee for each SMMS Software License. Each one-year period beginning from date of signing an Agreement and for which the CLIENT has paid the applicable maintenance fee will be the “Maintenance Period”.
1.2 Maintenance Services. In exchange for the maintenance fee, Licensor agrees to provide to CLIENT during the term of this Agreement, support and maintenance (collectively “Maintenance”) as follows:
1.2.1 Support. Licensor will provide e-mail and telephone (inbound) support to CLIENT for current versions of SMMS Software between the hours of 9:30 a.m. to 6:00 p.m. IST, Monday through Friday, excluding National and Provincial holidays (hereinafter called the “Working Hours”). Licensor will investigate all questions and problems of CLIENT promptly. CLIENT agrees to provide adequate information to Licensor to assist in the investigation and to confirm that the problems have been resolved. Licensor’s support services can be contacted at below mentioned telephones and email address during the Working Hours. All queries received on email after office hours and during holidays will be answered by Licensor on the next working day during its Working Hours. All communication costs between the Licensor and CLIENT incurred by the Licensor for telephonic support to CLIENT will be charged to and paid by CLIENT. This cost will not be applicable for incoming support related telephone calls (i.e. calls received from CLIENT).
The Licensor will use reasonable efforts to provide CLIENT with technical advice and assistance in connection with their use of SMMS Software according to following severity level.
Severity One: The SMMS Software has ceased to work, which prevents performance of critical day-to-day business activities. The Licensor will allocate members of staff to investigate the problem upon notification and will use all commercially reasonable efforts to provide either a practical solution or a work-around.
Severity Two: An essential function of the SMMS Software has ceased to work. The Licensor will allocate a member of staff to investigate the problem upon notification and will use all commercially reasonable efforts to provide either a practical solution or a work-around.
Severity Three: The SMMS Software is causing a problem that is only having a minor impact on normal operating activities of the Software (such as a function of the Software has ceased to work as efficiently as previously). The Licensor will, on request, allocate a member of staff to investigate the problem upon notification and will use commercially reasonable efforts to provide either a practical solution or a work around.
Support shall be available from the following sources:
|Phone Numbers:||India +91 172 5288370|
Note: The Telephone Support will be available from 09:30 AM (IST) to 06:00 PM (IST) from Monday to Friday. Any change in Contact details for support will be promptly notified to CLIENT.
1.2.2 Upgrades. During the Maintenance Period, Licensor agrees to supply all future updates of SMMS Software Free of Cost to CLIENT for each existing License of SMMS Software. Any such updates, improvements shall become part of the SMMS Software for all purposes of the Agreement. This clause will only be applicable for the updates released by Licensor. Any client specific amendments in SMMS Software will be additionally chargeable as per the actual work scope.
1.2.3 CLIENT acknowledges and agrees that the Maintenance to be provided by Licensor hereunder is limited to the most current versions of the Software.
1.3 Exclusions. Licensor’s obligation to provide Maintenance is contingent upon proper use of the SMMS Software. Moreover, Licensor shall be under no obligation to provide Maintenance should such services be required due to (a) damage occurring in transit; (b) improper installation or operation; (c) misuse, abuse or negligent use, repair, alteration or improper storage or any use which does not confirm to the specific or general instructions of Licensor or to the provisions of the Documentation; (d) any modification or attempted modification of the SMMS Software by Licensee or any third party; (e) causes external to the SMMS Software or if the Software has been subjected to an extreme power surge or electromagnetic field, whether or not through the fault of Licensee; or (f) CLIENT’s failure or refusal to implement Software changes recommended by Licensor.
1.4 Consideration. In payment of the services to be provided by Licensor hereunder, CLIENT shall pay Licensor on an annual basis a fee as per agreement. Fee will be subject to an annual increase of 5% applicable after first maintenance year. Maintenance shall be discontinued for any Maintenance Period for which CLIENT fails to pay Licensor’s invoice within sixty (60) days after the date of the invoice. The agreement is valid for period of three years from date of signatures of CLIENT and Licensor. The agreement will be revised after every three years by CLIENT and Licensor. All payments to Licensor under the Agreement shall be payable in the U.S. dollars and shall be net and exclusive of any and all taxes, withholdings, set-offs or deductions of any nature. In the event that, by prevailing laws of the territory in which CLIENT operates, any withholding or other tax may become necessary, CLIENT shall pay on its own account such taxes directly to the tax authorities of the territory.
CLIENT will have the option for pro-rata payment of Maintenance Fees for the vessel that has been sold during the Maintenance Period. In that case, Licensor will issue a Credit Note to CLIENT for the pro-rate fees for the remaining months of Maintenance Period and that Credit Note can be adjusted against any of Licensor’s subsequent Invoices.
1.5 Confidentiality. To provide the support, the staff of Licensor may require to work on the Computer(s) of CLIENT through Remote Access. Licensor will ensure that the Computer(s) will only be accessed for support and maintenance related activities. Further, the Licensor will also ensure the confidentiality of all the important information and data that Licensor needs to access or work-on for the support and maintenance.
1.6 Termination. Licensor or CLIENT may terminate the Maintenance for the Software, provided they notify the other party (i.e. Licensor or CLIENT) of such termination at least sixty (60) days prior to the termination. If Licensor terminates the Maintenance for any reason then Licensor will refund to CLIENT a pro-rated portion of the prepaid maintenance fee for the Software. CLIENT shall have the right to early terminate the Agreement if Licensor defaults. In that case, Licensor shall refund to CLIENT a prorated portion of the prepaid maintenance fee. Licensor may terminate Maintenance without notice or refund if the Agreement is terminated.
1.7 Governing Law. The Agreement shall be governed by English law and shall be subject to the exclusive Jurisdiction of India.
The Agreement shall comprise the entire agreement between the parties regarding the subject matter hereof, and all prior proposals, understandings and any other oral or written agreements between the parties relating to the Agreement will not be valid any more.
To certify the Agreement, CLIENT and the Licensor will keep two copies each of the Agreement signed by both parties.