version 1.0
These Support terms and conditions (“Support Terms”) set forth the legal framework where under Retailweb Pty Ltd (“Retailweb”) provides support services (as herein defined) to you (either an individual or a legal entity) (“Customer”).
Besides these Support Terms, Support and Parties’ respective rights and obligations relating to Support shall be governed by the terms and conditions of the License Agreement (as defined herein), and the provisions therein concerning Licensed Software shall apply, to the extent relevant, also to Support hereunder.
1 DEFINITIONS
“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“Application Code” shall mean a computer software program written strictly using the programming language, by or for the Customer, with a user interface, enabling the Customer or their users to accomplish a specific task and display any results of the task on the display monitor or screen.
“Designated User(s)” shall mean the employee(s) of Customer acting within the scope of employment or Customer’s consultant(s) or contractor(s) acting within the scope of their services for Customer and on behalf of Customer for whom Customer has purchased Support. Such Designated User(s) shall be named individuals.
“Dedicated Contact” shall mean the employee of Retailweb who will be the first point of contact for all Designated Users’ requests for Support.
“Errors” shall mean an error, flaw, mistake, failure, or fault that prevents it from behaving as described in documentation or as agreed between the Parties.
“Extended Support” shall mean a continuation to the normal Support period, which allows Designated Users to receive selected Support (Standard Support or Premium Support) for a version that is no longer generally supported by Retailweb.
“Initial Term” shall mean, unless a different period of time is specified in Retailweb’s quotation to Customer or otherwise agreed between the Parties, a time period of one (1) year from the latter of (i) the Effective Date of the License Agreement (if one is specified); or (ii) the date Support was first made available to Customer, unless and until terminated in accordance with these Support Terms.
“License Agreement” shall mean an agreement concluded between the Parties for licensing of the commercial version by Retailweb to the Customer.
“Maintenance Release” shall mean a release or version containing bug fixes, error corrections and other changes targeted to maintaining and improving product stability. Maintenance Releases are generally depicted as a change to the third digit of version number.
“Platforms” shall mean the desktop, embedded, mobile and RTOS platforms for which Support is provided under these Support Terms.
“Party or Parties” shall mean Customer and/or Retailweb.
“Premium Support” shall mean an upgraded level of Support that Retailweb provides pursuant to these Support Terms to Customers who have specifically purchased Premium Support instead of Standard Support. Premium Support shall be purchased for all Designated User(s) in the respective development team of the Customer.
“Response Time” shall mean the period of time from when Customer notifies Retailweb about an Error or requests Support until Retailweb provides Customer with a response that addresses (but not necessarily resolves) the reported Error or provides the requested Support.
“Standard Support” shall mean standard level of Support that Retailweb provides pursuant to these Support Terms to Customers who have purchased Support.
“Support” shall mean developer assistance that is provided by Retailweb to assist eligible Designated Users in installation, usage, functionality problem resolution for Error(s) and Error workarounds pursuant to the terms of these Support Terms. Support is available in two support levels: Standard Support and Premium Support, and in Extended Support, as defined herein.
“Support Renewal Term” shall mean a time period of twelve (12) months, or any such other time period as agreed between the Parties, calculated from the end of the Initial Term or previous Support Renewal Term, as applicable.
“Support Term” shall mean the Initial Term and any possible Support Renewal Terms(s) during which time the Customer is eligible to receive for Support.
“Updates” shall mean a release or version containing bug fixes, error corrections and other changes that are generally made available to users that have contracted for Support. Updates are generally depicted as a change to the digits following the decimal in version number.
“Upgrades” shall mean a release or version containing enhancements and new features and are generally depicted as a change to the first digit version number.
2 SUPPORT SERVICES
2.1 Support Services Provided by Retailweb
Subject to these Support Terms and during the Support Term, Retailweb will via its web based support user interface, provide Designated User(s) with Support for the Platforms which Customer has licensed under the License Agreement.
Retailweb will make commercially reasonable efforts to solve any Errors reported by Designated users. Resolution of an Error may be provided through Designated User(s) themselves downloading of the next released version of the applicable software product(s) or providing the Designated User with a temporary workaround addressing such Error.
2.2 Customer’s Obligations
To report an Error, the Designated User shall register the Error on Retailweb’s web-based support user interface located at: https://retailweb.com.au/support.html or at another location designated by Retailweb.
The Designated User must provide adequate information and documentation to Retailweb to enable it to recreate the Error or problem for which the Designated User has sought assistance.
To ensure efficient handling of Errors, the Designated User must provide the following information, where relevant:
(i) A clear, detailed description of the problem, question or suggestion;
(ii) Identification of which product and version is affected;
(iii) Identification of the operating environment (e.g. operating system, hardware Platform, build tools, etc.) on which the problem exists,
(iv) On Standard Support: A complete and compilable test case of not more than 500 lines of code that demonstrates the problem.
(v) On Premium Support: A complete and compilable test case that demonstrates the problem or access to Application Code source codes.
(vi) Additional relevant content, such as screenshots, etc. Additional content should be included as attachments. The preferred image formats are JPEG and PNG. Compressed content should be included in zip or tar.gz archives. Executable content and documents in platform specific formats such as Microsoft Office® are not accepted.
(vii) In order for Retailweb to provide prompt handling of Errors, the Designated User shall promptly respond to any requests from Retailweb for additional information.
2.3 Support Limitations
(i) Regular Releases: Typically all released versions (x.y.z) will be supported for one (1) year from the release date of the version x.y.0 of such regular releases.
(ii) Long Term Support Releases: Certain versions may be labelled as Long Term Support (LTS) versions. Such LTS versions (x.y.z) are supported for a period of three (3) years from the release date of the LTS version x.y.0.
(iii) Extended Support is available for both Regular Releases and Long Term Support releases and in both Standard Support and Premium Support.
(iv) Support is not provided for snapshots, preview releases, beta releases or release candidates.
(v) Retailweb shall have no obligation to provide Support for hardware problems or problems arising from improper use, accident, neglect or modification.
(vi) Standard Support: Retailweb shall not provide Support for third party software or problems caused by third party software even if such third party software is distributed together with software product(s).
(vii) Premium Support: Retailweb shall not provide Support for third party software or problems caused by third party software. However, if such third party software is distributed together with software product(s), Retailweb will make commercially reasonable efforts to solve such problems.
(viii) Retailweb shall only provide Support for Designated User(s).
(ix) Support is made available for the entire development teams only: It is not allowed to purchase Support only for some members of the development team, and all Designated Users of the respective development team must be eligible for the same level of Support.
(x) Retailweb shall only provide Support for Error(s) that can be reproduced on Platforms that are officially supported by Retailweb as listed in the online product documentation for the relevant product version.
3 RESPONSE TIME
In performing Support, Retailweb shall commit to following, non-binding, Response Times:
(i) Standard Support: Errors and Support requests will have a Response Time not to exceed two (2) business day.
(ii) Premium Support: Errors and Support requests will have a Response Time not to exceed one (1) business day.
(iii) For complex issues, Retailweb may provide an initial response to the Designated User and then follow up, without undue delay, with additional communication before an Error is properly addressed or Support provided.
4 ADDITIONAL SERVICES IN PREMIUM SUPPORT
(i) The Designated User(s) will be assigned a Dedicated Contact to handle requests for Support. Dedicated Contact is subject to change in cases such as sick leave, vacation and other similar reasons.
(ii) The Designated User(s) can on request ask Retailweb to access their computer remotely in order to resolve problems directly.
(iii) The Designated User(s) can request a session via Instant Messaging or phone call in the support request to Retailweb.
(iv) Premium Support can assist Customer in implementing new features, bug fixes and accessing patches or Application code.
(v) All Support requests will be handled with high priority.
5 RENEWALS
Customer may purchase a renewal of Standard Support, Premium Support or Extended Support for Support Renewal Term at the agreed prices, or, if no other pricing has been agreed upon, at Retailweb’s then current standard prices for the relevant Support.
Retailweb may from time to time change these Support Terms and the content of Support provided hereunder; provided that during the respective Initial Support Term or Support Renewal Term (as the case may be), the level of Support provided by Retailweb may not be reduced without the consent of the Customer.
6 MAINTENANCE RELEASES, UPDATES AND UPGRADES
Under the Support the Customer is eligible for Maintenance Releases and Updates that Retailweb generally makes available to customers who has purchased Support. Unless otherwise decided by The Company at its free and absolute discretion, Upgrades will not be included in the Support.
The primary focus of Maintenance Releases is product stability. Therefore, each Maintenance Release typically includes the following types of changes to the previous version:
(i) Bug fixes caused by changes to previously working code;
(ii) Fixes related to build issues on supported Platforms;
(iii) Error corrections specific to a single Platform that are not present on other Platforms;
(iv) Critical Error corrections such as crashes, data corruption, loss of data, race conditions; and
(v) Updates to documentation and license information when deemed necessary by Retailweb.
The primary focus of Updates is introducing new features and covering new platforms. Therefore, each Updates typically includes the following types of changes to the previous version:
(i) New platform support;
(ii) New toolchain support;
(iii) New features and modules;
7 WARRANTY DISCLAIMER
Retailweb makes no warranties that the Support provided will be successful in resolving any difficulties or problems or in diagnosing faults reported by Customer. Support is provided to Customer on an “as is” basis. To the maximum extent permitted by applicable law, Retailweb on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose for the Support provided by Retailweb to Customer.
8 TERM AND TERMINATION
8.1 Term
Retailweb shall provide Support to the Customer during the Support Term, unless and until terminated pursuant to the terms of this Section 8.
8.2 Termination
Retailweb shall have the right to terminate Support upon thirty (30) days prior written notice if the Customer is in material breach of any obligation of these Support Terms or the License Agreement and fails to remedy such breach within such notice period.
Customer shall have a right to terminate this Agreement at any time by providing a written notice to that effect to Retailweb.
Either Party shall have the right to terminate this Agreement immediately upon written notice in the event that the other Party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other Party.
All fees paid for Support shall be non-refundable and shall not be refunded or claimed as a credit, in any event or for any reason whatsoever, Expiry or termination of Support for any reason whatsoever shall not relieve Customer of its obligation to pay any fees accrued or payable to Retailweb prior to the effective date of termination, and Customer shall immediately pay to Retailweb all such fees upon the effective date of termination.
