Induxx Service Agreement

2. Parties

3. Introduction

An Induxx service agreement contains many advantages in several areas, including:

• Direct support from our experts via the service desk.

• The guarantee in the form of a Service Level Agreement (SLA) so that you can be sure that our service desk is available and provides an answer to your questions within a certain period of time.

The support method and the associated agreements (SLA) are further explained in this document.

In short, with our service agreement we can continue to support our software in a professional way.

4. Definition of Induxx Support

4.1 Service Desk

Induxx uses a service desk system to centralize and follow up all your questions and issues.

4.1.1 Objective

Induxx ensures that [customer] has a single point of contact, the service desk. The purpose of the service desk is the following:

• To form a single point of contact for [customer].

• To ensure that questions and incidents are assigned correctly and efficiently.

• To ensure that questions and incidents are recorded according to the correct priority and response time.
  
  

4.1.2 Availability

The Service Desk is available between 9 a.m. and 5 p.m. on working days, except on Belgian public holidays.

4.1.3 Scope

[customer] can contact the service desk for the following requests:

• • Report bugs.

  • Notify planned maintenance within the IT department that may affect the software.

  • In case of functional or technical questions, including but not limited to application configuration, general maintenance of the software.

The above types can only be included if they are related to the software within the scope of this contract.

Note that this support contract is about software support. For business-critical applications, a 24/7 infrastructure (hosting) support contract is advisable and even necessary. This does not fall within the scope of this contract.

Any comments or improvements can be discussed at the annual Service Level Management (SLM) meeting. For urgent matters, [customer] can always fall back on the escalation process (see further in this document).

4.1.4 Service desk organisation

Problems or questions are reported online via JIRA. This results in a support ticket.
The service desk employee will check the type of ticket (bug or question) and assign the support ticket to the right person within Induxx or record it himself.

JIRA is an online troubleshooting tool usually used when working in project mode. More information: https://nl.atlassian.com/software/jira.

[customer] receives one account to login to JIRA. The complete history (communication between customer and Induxx) is attached to one and the same JIRA ticket. Preferably this account will be connected to the Akeneo SPOC on the customer's side. In the event of multiple users using this centralised account, we advise you to always mention its name when creating a JIRA ticket (useful in the event of questions relating to reproducibility).

If desired, additional JIRA accounts can be provided. The monthly cost per additional account is 20 euro (includes the Atlassian license fee on a user basis, increased hosting cost, etc.).

In case there is a need for central management of change requests, a second JIRA-board can optionally be set up. This needs to be done together with the Induxx SPOC/PM on a predefined frequent basis.

4.2 Incident Management

4.2.1 Purpose

Incident management occurs when an error occurs that affects all or part of the functionality of the software.

4.2.2 Description

Induxx uses one general response time for all problems reported in service desk. Induxx guarantees a response time within 8 working hours during working days between 9 a.m. and 5 p.m. (GMT +1), except on Belgian public holidays. This is in accordance with general customer needs as Akeneo does not act as a live database for linked external applications. In case of business-critical incidents, after reporting the problem via JIRA as described in section 4.1.4, the JIRA ticket can be escalated. The escalation overview (critical issues) can be found in section 6.2.2.

All time spent on issues, including intake, communication, testing, builds and project management, is recorded as hours worked and invoiced at the hourly rate of €[day_rate]. Invoicing takes place on a monthly basis. The payment term is 30 days after the invoice date and is also stated on the invoice.

4.3 Incident Management

4.3.1 Purpose

A Change Request (RFC) is made when a modification of the software is needed or when a new functionality needs to be introduced. The development/implementation of an RFC is not included in this contract. We propose that RFCs are carried out by the project team.

4.3.2 Description

[customer] can request adaptations or extensions (RFC) from Induxx. Induxx will provide [customer] with an estimate of the working time and associated costs and after approval Induxx will plan the development and release for this change.

Requests for changes must follow the entire lifecycle: analysis, request additional information if necessary, estimate, get approval from the customer and schedule within the release planning of Induxx, after consultation with the customer. This process is not handled within the service desk and is not part of this support contract. [customer] can contact his/her project or account manager for this.

5. Service Level Management

5.1 Purpose

The aim of Service Level Management (SLM) is to ensure that the service to [customer] is evaluated and improved through constant monitoring, reporting and analysis of the services provided.

5.2 Description

If requested by [customer], a meeting or conference call with [customer] and the Induxx account manager is organised once a year to evaluate the support.

The results and activities of the past period will be presented in a report. This report is a complete summary of the services offered and new recommendations.

Typical agenda items for these meetings are the following:

• Overview of all requests.

• Evaluation of problem solving.

• Recommendations and improvements.

• Planning of new initiatives.

• Handling of complaints.

• Review possible changes in technology, e.g. architecture.

• Check invoicing.

7. General and specific conditions

This agreement starts on [document_date]. Both parties hereby acknowledge that the start of the provision of services by Induxx will be considered as sufficient evidence for:
(a) the acceptance by [customer] of this Agreement,
(b) the acceptance of the conditions attached to it; and
(c) approval of the invoicing of the services provided.

Induxx needs 10 working days to organize the start of the service desk. This means that the first support case can be logged 2 weeks after signing the contract.

This agreement is valid for a period of 1 year.

In principle, the contract is automatically renewed annually without notice. [customer] can terminate the current contract by giving written notice at least 2 months before the end of the current contract. Induxx may terminate the contract at any time by writing at least 2 months before the start of the last supported month.

7.1 Intellectual Rights and Licensing

7.1.1 Intellectual property rights with respect to the Services provided

[customer] will only use our software in the manner prescribed by Induxx and within the project for which they were delivered. [customer] and third parties who have access to the delivered software during and after termination of the collaboration are not allowed to copy our software to new environments.


7.1.2 Intellectual property rights with respect to the Third Party Products provided

As regards the Third Party Products, [customer] shall take note of the license terms and conditions, the intellectual property terms and conditions and the limitations thereof as stipulated in the General (License) Terms & Conditions of the Third Party Supplier, which are fully applicable.

In the event of any infringements to this, [customer] is liable to the Third Party Supplier. [customer] shall indemnify the Service Provider for any claim by the Third Party Supplier against the Service Provider for breaches of the General (License) Terms & Conditions of the Third Party Supplier for whatever reason and [customer] shall fully indemnify the Service Provider for all costs, damages, costs and expenses that the Service Provider incurs as a result thereof, including lawyer fees.

7.1.3 Specific matters and conditions

• [customer] is obliged to follow the system requirements of Akeneo and communicate them to the hosting party. In addition to the general system requirements, Induxx can provide a checklist that the customer or hosting party can follow to ensure that the environments are compliant, depending on the Akeneo software version. f these specifications are not followed, Induxx will not be able to give any guarantee in both response and startup time in case of any problems.

• [customer] confirms that Induxx has access to the systems under this agreement at all times.

• Induxx handles problem solving on a best effort and priority basis. Your problem will always be answered within 5 working days. customer] may use the contact information in this contract to escalate high priority issues. It goes without saying that bugs that have a major impact on the business are given a higher priority.

• In the event of a high load due to an excess of high priority tickets, [customer] will be proactively notified with a timetable for the high priority tickets.

• Every start of a quarter of an hour will be charged as a full quarter of an hour.

• The service desk cannot be used as a scheduling tool. Problems that wait too long for customer feedback will be closed.

• If an on-site intervention by an Induxx consultant is required, travel costs will be charged.

• Neither party may disclose to third parties the content of this agreement or any information provided by or on behalf of the other party that should reasonably be treated as confidential and/or proprietary. However, either of us may disclose such information to the extent that (a) it is or becomes public, other than as a result of a breach of this Agreement, (b) it is subsequently received by the recipient from a third party who, to the recipient's knowledge, has no obligation of confidentiality with respect to that information, (c) it was known to the recipient at the time of disclosure or is independently created thereafter, (d) it is disclosed as necessary to satisfy the recipient's rights. This Agreement shall be governed solely by and construed in accordance with Belgian law, without giving effect to any Belgian, foreign or international conflict of laws regulations.

• Induxx shall only be liable for direct damage caused by its shortcomings. Induxx is not liable for indirect damages such as, but not limited to, loss of data, loss of profit or an increase in total costs. Induxx's liability will be limited to the monthly amount Induxx receives under this contract.

• If a dispute arises in connection with the agreement or the services, both parties undertake an attempt to settle any dispute, controversy or claim amicably by entering into discussions and negotiations in good faith. If an appropriate solution cannot be found within thirty (30) days, the parties agree to submit the unresolved matter to the exclusive jurisdiction of the courts of Brussels.