Software Support Agreement 

Terms and Conditions 

We, Electronic Business Systems Ltd, (EBS), will provide support services as set out below (“the Support Services”). The software to be supported (“the Software”) will be identified within this document as part of the Schedule or on the quotation, pro forma invoice or other documentation we send to you. The Support Services cover all new versions of the Software supplied to you under this Agreement.  

This Software Support Agreement is effective for a period of at least twelve months from the date of acceptance by EBS (the “Start Date”). 

Our general terms and conditions for the sale of goods are contained in a separate document which has been supplied with our quotation or with this document. Our general terms and conditions form part of, and should be read and construed as part of any agreement with EBS for the supply of good or services. Such full terms and conditions for the supply of goods and services can be found here: 

Any statements or conditions set out in this document, where inconsistent with the Full Terms will supersede those contained in the Full Terms. 

It is therefore important that any specifically agreed changes to working practices or terms of sale and supply between you the Customer and EBS are incorporated into this document. 

The Support Services

All response services are provided from Monday to Friday between 09:00 and 17:00 hours, local UK time, excluding English statutory holidays.  

Please note EBS has a company-wide shut down annually between Christmas Eve and New Year’s Day, during which time email assistance for Emergency support items only will be provided. 

Periodically, the Support Help desk may be closed for internal meetings and training. In such event, we will notify customers in advance of this closure. 

In summary, the support services provide assistance in the identification and resolution of faults in your version of the Software, by telephone, internet or e-mail as appropriate. In this context, “fault” means any non-conformity of the Software with related documentation supplied to you, or any other action of the Software we accept as being a fault.    

If the fault is found to be in proprietary software which we support then it will be referred to the relevant software supplier for resolution. 

In addition, support services will also comprise; 

• Provision of advice and assistance on the general operation of the software and its existing  functionality; 

• Advanced information about updates and upgrades; and 
• Support for the Sage software and any other add-ons agreed in the schedule. Where appropriate, any 3rd party suppliers will also be contacted on your behalf to assist in effecting a resolution. 

How to contact us

The Support desk provides a service for logging and managing all Incidents and requests from the customer. The Service Desk is open between 9:00 and 17:00 Monday to Fridays, local UK time, excluding English statutory holidays, Christmas/New Year Shut down and periodic internal training.  

Telephone: 0121 384 2513 option 3  

Email: support@ebs.tech 

Please note that some of our calls are recorded for training and monitoring purposes. 

Out of Hours

Out-of-Hours support is available in addition to the standard Support Agreement, the terms of   such support to be agreed between the customer and EBS. 

The Support Services do not include:

• Advice on accounting principles, methods or decisions regarding process/procedure  unless clarified, advised and agreed by your tax advisors/accountants first. 
• Training for new users of the system, site migration & upgrade, bespoke development, or ad-hoc work that does not constitute support. 
• Support for problems resulting from inadequate network setup/configuration or hardware & infrastructure that does not adhere to the minimum specifications for operating the software according to the manufactures guidelines. 

• Support does not include maintaining backup procedures, and mitigating the risk of any loss of data. 

• Support for any modifications to the Software not made by EBS, or agreed to be supported prior to commencement. 

• Support for problems resulting from malfunction of computer hardware including parallel/serial ports, cables, printers, disk drives and others. 

• Creating new reports or documents. 

Call Procedure and Service Level Monitoring

The Support Desk treats all calls as important and will make its best effort to resolve all reported  problems in a timely fashion and in agreement with the priority levels described below. 

Support Call Priority Level Logging and Response Times

Key to Priority Levels

Log Method: The method required to ensure correct Priority level is assigned. 

Initial Response: Maximum time before initial response. 

Acknowledgement email: Maximum time before an issue acknowledgment email is sent. 

Investigating: Maximum time before support desk begin an investigation. 

Updates: Maximum time between updates from support desk. 

Target Resolution: Maximum time targeted for issue resolution. 

Escalation Team Resolve: Upon breach of target resolution the issue is escalated to the team. 

Priority Definitions  

Emergency – Business Critical: Represents a complete loss of service or a significant feature that is completely unavailable, and no workaround exists.  

High – Degraded Service: Includes intermittent issues and reduced quality of service. A workaround may be available. 

Key information is required in order to perform a key business function. 

Advice is sought regarding performing a specific business critical task within the application. This could take the form of discussing how specific application configuration or setup will perform and the impact on the business when applied. 

Normal – General Issue: Includes product questions, feature requests and development issues. Report changes and non-critical or impacting application enquiries regarding functionality or non-critical knowledge gaps. 

Challenging a Priority 

If you feel that the priority level that we have assigned the issue is insufficient and does not meet your business impact level please contact us so we can discuss and you can explain why you feel escalation is needed and we can re-prioritise and escalate  the call where required. 

Levels of Support Staff 

There are several levels of support staff. 1st, 2nd and 3rd level. If your support request is judged  to be regarding application functionality, errors, basic application knowledge or another non- accounting/critical question then it may be dealt with by 1st or 2nd line support staff. If your support request is one of an advanced accounting nature or involving the consequences of running an advanced routine or changing a sensitive application setting, then an experienced 3rd line staff member will be responsible for offering advice or resolving your call. It will be the responsibility of the 1st/2nd line support member to escalate the call up to 3rd line support. 

When the Help Desk Support Consultant and customer initially determine the customer’s need,  the Help Desk Support Consultant will enter the call into the tracking database, and giving the caller  the support number. The support desk consultant may or may not as this point attempt to resolve the problem over the phone. All calls are logged in a dedicated call logging database, and assigned a unique ID available to the caller. 

You or your company designated contact will receive an email providing details of your call  including the Support Call Refence Number. 

If first level resolution is not possible then the Help Desk Support Consultant will either assign the request to a second level technician who will review the call and contact the customer to schedule an appointment or request more time to investigate the issue in greater detail. 

The customer may contact the Help Desk at any time to request an update on the status of unresolved calls, and to request more immediate assistance if necessary. Please have Support Call Reference Number to hand. 

Call logging 

In the first instance a call should be logged by telephone, customer portal or email using the number and contact details provided. Problems should be categorised according to their severity. The helpdesk operates between the hours of 9:00am and 5:00pm Monday to Friday, excluding public holidays and Christmas Shutdown. 

We will then confirm your details, allocate a unique Support Call Reference Number and confirm the Priority  Level assigned to the call. Please note this, as you will need to quote it when contacting the   Support Desk. 

The status of your logged call will be monitored by EBS and communicated to you  accordingly. 

A call has the status of either ‘IN PROGRESS’ or ‘CLOSED’. If a call is ‘IN PROGRESS’ then it will      be at one of the following stages: 

In the event that a call cannot be resolved or becomes overdue, the incident will be brought  to the attention of the Client Services Director or the Operations Director and then escalated internally within EBS. 

Customer Updates 

Examples of when EBS will provide feedback to the customer are as follows: 

• When an incident is likely to transgress the Support Service Level Agreement targets; 
• An incident needs to be escalated externally to Sage or an outside 3rd party or supplier where we need to await their response/resolution and our normal soft target resolution times cannot be met (for which we shall not be liable); 
• The problem is resolved; or 

• Estimated fix time will not be met. 

Escalation – should you not be satisfied with progress 

Should you not be satisfied with the progress of your call or the manner in which it has been dealt with, you are able to contact your Account Manager, or the Client Services Director quoting the Support Call Reference Number and ask for the call to be escalated. In order to speedily resolve issue, it is advised that customers have remote desktop support enabled to the problem server, laptop or PC. For support calls received where no remote access is available, the call will be managed outside the SLA target resolution times. 

From the support desk consultant, customers can expect: 

• A polite and courteous service; 
• A timely response in accordance with the agreed priority levels; 
• Your issue logged into our support database with resulting confirmation email; 
• Regular updates & resolution plan; 

• Ultimate call resolution or resolution options; and 
• Verification of your resolution satisfaction. 

Responding to the Customer 

If technicians are not immediately available, the initial response will generally take the form of a call-back or email to the customer. This response will be used to confirm the existence of the problem and gather additional information. Technicians will use this response as an opportunity to establish an estimated time when work on a resolution will begin. 

If the customer is not available, a voicemail, email or physical message will be left. If the user does not respond within five business days, the call ticket will be closed. The call ticket can be re-opened at a later time should there be a requirement. 

In the case of sensitive application setting changes or ‘what-if’ scenarios, a copy of your data  will be placed into a test company for you to ensure the expected results occur and you are satisfied the desired outcome is achieved. 

A problem will be considered resolved when a solution or a workaround that is acceptable to the client has been implemented. 

Your Responsibilities 

Callers should contact the Support Desk while in front of the affected software. When calling please be prepared to supply the following information: 

Site / Location details; 

Your full name and contact details; 

Description of your problem, including Software and Product involved, Software Version, details of the problem including any error messages, business areas and users affected; 

Problem Severity as perceived by you; and 

Any additional information that will assist the Support Desk in resolving the problem. 

In order to ensure your communication with us is directed to the correct personnel, and therefore dealt with in the correct manner, it is vitally  important that: 

A preliminary diagnosis of problems should be made to eliminate those due to operating systems, hardware faults and user error. 

You ensure correct backup of relevant files, databases and associated documents should the need to restore data arise.  You should also periodically test that such backups are being carried out and are not corrupt. 

Limitation of liability 

EBS support staff, whilst being experienced and fully qualified to deliver the services we offer, are not qualified accounting professionals. 

If we offer you advice (specifically accounting practice/procedure advice) and you have doubts regarding its validity then you must seek professional accounting advice before implementation. If you are undertaking company-wide accounting changes (for example: changing your financial year dates) then this must be on the advice and guidance of your company accountants. It is EBS’s role to ensure advice given by your accountants is implemented correctly within the software, but not to give such advice ourselves. 

We will use reasonable skill and care in the provision of all the Services detailed above. 

To the maximum extent permitted by applicable law, we shall not be liable for any indirect, special, tort, economic or consequential damages arising in relation to this agreement including, without limitation, loss of profit, goodwill or failure to realise anticipated benefits. 

Electronic Business System’s entire liability relating to our supply and your use of the services shall be limited to the annual support charge paid by you for the Services, except in the case of death or personal injury where no such limitation shall apply. To the extent permitted by applicable law, all warranties, conditions or terms other than those expressly set out in this Agreement are excluded including but not limited to all implied and statutory conditions. 

General Provisions 

Any notice given by either party to the other under this Agreement shall be in writing (which includes email)  and may (without prejudice to the use of any other method) be given by being sent pre-paid first class letter addressed to the other party at its last known relevant place of business or by an email sent to the address stated in the Customer’s correspondence and any notice so sent shall be deemed to have been properly and effectively given upon the expiration 48 hours after it shall have been posted or 24 hours after the email has been sent, as the case may be. 

You may not transfer your benefits under this Agreement to any third party. 

This Agreement is governed by and interpreted in accordance with English Law. Any disputes or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts. If any Court or other competent body decides that any provision of this agreement is void or otherwise ineffective then that provision shall be severed from this agreement and shall not affect the validity and enforceability of any of the remaining provisions. 

This agreement is the complete and exclusive agreement between the parties in relation to the provision of support services for the software and shall supersede and take precedence over any other such Agreements including any purchase order.  

EBS will use our best endeavours to resolve the problem within the timescales defined and agreed with the customer. 

EBS will strive to meet the initial response times and will aim to issue a plan to fix the issue within this timeframe. The definition of what classes a Priority Emergency/High/Normal issue will be agreed at the time of the call or after by an agreed customer notification. EBS will endeavour to achieve the turnaround as defined within the agreed priority levels, however should this be unachievable due to circumstances out of our control then communication and feedback to the customer will be provided. 

Termination 

This agreement shall have an initial minimum term of at least one year or such longer period as shall be specified in our quotation and shall continue in effect from year to year thereafter until terminated  by written notice to be given by either party at least 60 days, but not more than 180 days, prior to the expiry date. 

Unless either party gives written notice this Service Agreement shall be renewed automatically for an additional twelve months period at the EBS charges in effect for similar service on the date of renewal plus any charges for additional usage agreed. 

Subscriptions 

EBS offer a subscription service to Customers. If the subscription services are to be provided to the Customer by EBS, the following terms shall apply. 

1. The definitions and rules of interpretation in this clause apply in this agreement. 

1. Subject to the Customer purchasing the User Subscriptions in accordance with this Software Support Agreement and the terms and conditions of EBS, the restrictions set out in this clause 1 and the other terms and conditions of this agreement, EBS hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations. 

1. In relation to the Authorised Users, the Customer undertakes that: 

1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; 

1. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; 

1. each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 6 weeks and that each Authorised User shall keep their password confidential; 

1. it shall maintain a written, up to date list of current Authorised Users and provide such list to EBS within 5 Business Days of EBS’ written request at any time or times; 

1. it shall permit EBS to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at EBS’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; 

1. if any of the audits referred to in clause 1.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to EBS’ other rights, the Customer shall promptly disable such passwords and EBS shall not issue any new passwords to any such individual; and 

1. if any of the audits referred to in clause 1.3(e) reveal that the Customer has underpaid EBS in relation to use of the subscription service, then without prejudice to EBS’ other rights, the Customer shall pay to EBS an amount equal to such underpayment as calculated in accordance with the prices agreed between the parties within 10 Business Days of the date of the relevant audit. 

1. The Customer shall not access, store, distribute or transmit material during the course of its use of the Services that: 

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 

1. facilitates illegal activity; 

1. depicts sexually explicit images; 

1. promotes unlawful violence; 

1. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

1. is otherwise illegal or causes damage or injury to any person or property; 

and EBS reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 

1. The Customer shall not: 

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: 

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or 

1. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 

1. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or 

1. use the Services and/or Documentation to provide services to third parties; or 

1. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or 

1. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 1. 

1. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify EBS. 

The rights provided under this clause 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.