Supplemental Agreement for Technical Services

All our websites are operated by ProCo, Parkway Close, Parkway Industrial Estate, Sheffield S9 4WJ

This agreement is supplemental to the ProCo Print Limited Terms and Conditions of Sale (December 2012 Edition) (“the Conditions”) and relates to the provision of technical services by ProCo to the Customer. All defined terms used in the Conditions shall, unless the context provides otherwise, have the same meaning in this agreement.

1. INTERPRETATION

1.1 In addition to the defined terms used in the Conditions, the following definitions apply:

“Bespoke Development Services”
means any development services carried out by ProCo to develop Bespoke Software, to be provided by ProCo to the Customer pursuant to clause 4.

“Bespoke Software”
means any software developed by ProCo in accordance with a Technical Specification pursuant to the Bespoke Development Services.

“Bespoke Updates”
means any updates to the Bespoke Software, carried out pursuant to a request by the Customer which adds functionality, or otherwise amends or upgrades the Bespoke Software.

“Contract Year”
means any 12-month period ending on any anniversary of the date of the Contract.

“End Users”
means the employees and agents of the Customer who are licensed to use the System, up to the maximum number (if any) detailed in the Technical Specification.

“Licence”
means the licence entered into between ProCo and the Customer pursuant to clauses 7 to 9 of this agreement.

“Service Levels”
means those standards of performance to be achieved by ProCo in performing the Support Service as set out in the Schedule.

“Standard System”
means the standard software comprised in the System made available by ProCo to its customers.

“System”
has the meaning set out in clause 2.1.

“Subscription Fees”
means the subscription fees payable for the licence to use the System and for the Support Service under this agreement but excluding any charges payable by the Customer in respect of Bespoke Development Services and the Bespoke Updates, which shall be agreed separately between ProCo and the Customer.

“Support Service”
means the support services described in the Schedule, which are to be provided by ProCo to the Customer under clause 3.1 and clause 3.3.

“Support Hours”
means 8.00 am to 6.00 pm GMT or BST (as applicable) Monday to Friday, except on days which are bank holidays in England.

“Technical Documentation”
means the documents provided by ProCo for the System, in either printed text or machine-readable form.

“Technical Services”
means the technical services to be supplied by ProCo to the Customer as detailed in the Technical Specification and may include the Support Service, the Updates, Bespoke Development Services and Bespoke Updates.

“Technical Specification”
means a specification detailing the Technical Services to be supplied by ProCo to the Customer.

“Updates”
means the ongoing updating of the Standard System which corrects faults, adds functionality or otherwise amends or upgrades the Standard System.

  • 1.2 If any conflict arises between the terms and conditions of this agreement and any provision of the Conditions, the terms and conditions of this agreement shall prevail.

2. THE SYSTEM

  • 2.1 The System in respect of which ProCo will provide the Support Service comprises:
    • 2.1.1 the Standard System;
    • 2.1.2 any Updates which are acquired by the Customer (whether under the Licence, this agreement or any other agreement between ProCo and the Customer) during the course of the Licence and which accordingly become part of the Standard System;
    • 2.1.3 the Bespoke Software and the Bespoke Updates; and
    • 2.1.4 any other software which ProCo and Customer agree should be part of the System for the purposes of this agreement.
  • 2.2 In relation to Updates as part of the Technical Services, ProCo shall from time to time automatically make Updates available on the System for use by the Customer.

3. THE SUPPORT SERVICES

  • 3.1 ProCo shall supply, and the Customer shall subscribe to take, the following Technical Services:
    • 3.1.1 the Support Service; and
    • 3.1.2 the Updates.
  • 3.2 The Customer may also take, and ProCo may also supply, Bespoke Development Services and Bespoke Updates as part of the Technical Services. The specifics of any Bespoke Development Services and Bespoke Updates shall be agreed in writing by ProCo and the Customer and shall be subject to the terms of clause 4.
  • 3.3 In relation to the Support Service:
    • 3.3.1 the Support Service shall be provided during the Support Hours and shall comprise the support request mechanisms detailed in paragraph 2 the Schedule.
    • 3.3.2 if additional on-site support is required in any month it may be provided by ProCo at its option at ProCo’s standard rates. The Customer and ProCo will agree the charges payable for any additional support and such charges shall be invoiced separately by ProCo.
    • 3.3.3 the Support Service shall meet the Service Levels set out the Schedule.
  • 3.4 In relation to the Updates:
    • 3.4.1 ProCo shall make available Updates of the Standard System as and when required in the absolute discretion of ProCo;
    • 3.4.2 the Updates shall include the supply to the Customer of all revisions to the Technical Documentation which are necessary in order to reflect any Updates;
    • 3.4.3 for the avoidance of doubt, the cost of the Updates are included in the Subscription Fees payable for the Technical Services, but excludes any sum payable by the Customer in respect of Bespoke Updates.
  • 3.5 ProCo may, on prior notice to the Customer, make changes to the Technical Services, provided such changes do not have a material adverse effect on the Customer’s business operations.
  • 3.6 ProCo shall have no obligation to provide the Technical Services where faults arise from:
    • 3.6.1 misuse, incorrect use of or damage to the System from whatever cause (other than any act or omission by ProCo), including failure or fluctuation of electrical power;
    • 3.6.2 failure to maintain the necessary environmental conditions for use of the System;
    • 3.6.3 use of the System in combination with any equipment or software not designated by ProCo for use with any Updates forming part of the System, or any fault in any such equipment or software;
    • 3.6.4 any breach of the Customer’s obligations under this agreement howsoever arising or having the System maintained by a third party;
    • 3.6.5 any Updates not authorised by ProCo; or
    • 3.6.6 operator error.
  • 3.7 ProCo shall use reasonable efforts to ensure the accurate migration of any data, but gives no warranties as to the completeness or accuracy of such migration. The Customer shall be responsible for checking the accuracy and completeness of the migrated data and shall promptly give sufficient details to ProCo of any inaccuracies or omissions in order to permit ProCo to correct them.

4. BESPOKE DEVELOPMENT SERVICES AND BESPOKE UPDATES

  • 4.1 Where the Customer requires ProCo to carry out Bespoke Development Services in respect of the Standard System to meet a specific requirement of the Customer, ProCo and the Customer shall agree the details and requirements for such Bespoke Development Services and may record such details (but shall not be required to do so) in a Technical Specification. The fees to be charged by ProCo for the Bespoke Development Services shall be detailed in an Order.
  • 4.2 Where the Customer requires ProCo to carry out Bespoke Updates to Bespoke Software, ProCo and the Customer shall agree between them the scope of such Bespoke Updates. The fees to be charged by ProCo for Bespoke Updates shall be detailed in the Order.
  • 4.3 ProCo will carry out the Bespoke Development Services and Bespoke Updates with reasonable skill, care and expertise and endeavour to provide the Bespoke Software in accordance with the requirements of the relevant Technical Specification.
  • 4.4 The Bespoke Development Services and Bespoke Updates will be carried out in a timely manner, but any dates for delivery of the Bespoke Software and Bespoke Updates shall be estimates only and time shall not be of the essence in delivery of the Bespoke Software and Bespoke Updates.
  • 4.5 Prior to making the Bespoke Software and Bespoke Updates (or any part thereof) available to the Customer, ProCo shall carry out reasonable tests to ensure such item is in operable condition and is capable of meeting the requirements of the Customer as specified in the relevant Technical Specification.
  • 4.6 The Customer shall, at its own expense, ensure that the equipment and browsers it will use to operate the Bespoke Software and Bespoke Updates meet any necessary requirements for use, as advised by ProCo. ProCo shall not be liable for any problems, delays or inability to supply or operate the Bespoke Software and Bespoke Updates where such failure is due to an act or omission of the Customer.
  • 4.7 The Customer will be deemed to have accepted the Bespoke Software and Bespoke Updates when it uses the Bespoke Software and Bespoke Updates in the normal course of business.
  • 4.8 The Customer may, by giving written notice to ProCo, request a change to the Bespoke Software. Any such change request shall be handled in accordance with clause 10 of the Conditions.

5. SUBSCRIPTION FEES AND CHARGES

  • 5.1 In consideration of ProCo providing the Technical Services and providing a licence to use the System to the Customer, the Customer shall pay the Subscription Fees detailed in the Order. These Subscription Fees shall be paid by the Customer to ProCo within 30 days of the date of ProCo’s invoice unless otherwise agreed in writing by the parties.
  • 5.2 Charges for any Bespoke Development Services or Bespoke Updates shall be agreed in writing in advance between the Customer and ProCo, and shall be charged and invoiced to the Customer by ProCo separately to the Subscription Fees.
  • 5.3 Payment of all invoices shall be made in accordance with clause 11 of the Conditions.
  • 5.4 ProCo may increase the Subscription Fees as from each anniversary of the date of this agreement. Any increase shall be notified to the Customer at least three months before such anniversary.

6. OWNERSHIP

  • 6.1 The Intellectual Property Rights in the System (other than any third-party software) are, and shall remain, the property of ProCo (unless otherwise agreed in writing by the parties in relation to Bespoke Software), and ProCo reserves the right to grant a licence to use the System to any other party or parties.
  • 6.2 ProCo may use the System (including any Bespoke Software) for any purpose it deems appropriate except that no Confidential Information relating to the Customer or Intellectual Property Rights belonging to the Customer will be used by ProCo when using the Bespoke Software for its own purposes.
  • 6.3 The System and the Technical Documentation are the property of ProCo (or the appropriate third-party rights-owner(s)) and the Customer acquires no rights in or to the System or the Technical Documentation (unless otherwise agreed in writing by the parties in relation to Bespoke Software).
  • 6.4 The Customer shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that ProCo may consider necessary or desirable to perfect the right, title and interest of ProCo in and to the Intellectual Property Rights in the Bespoke Software.
  • 6.5 The Customer shall use reasonable endeavours to prevent any infringement of ProCo’s Intellectual Property Rights in the System and shall promptly report to ProCo any such infringement that comes to its attention.

7. LICENCE AND TECHNICAL DOCUMENTATION

  • 7.3 The Customer shall comply with any applicable third-party licences and shall indemnify and hold ProCo harmless against any loss of damage which it may suffer or incur as a result of the Customer’s breach of such terms howsoever arising.
  • 7.2 The Licence may, with the prior written consent of ProCo, be extended to include additional End Users, provided that any appropriate additional Subscription Fees are paid to ProCo before such use.
  • 7.1 ProCo grants, subject to the terms of this agreement, the Customer a non-exclusive, non-transferable right to use the System and the Technical Documentation for any purpose related to its business (Licensed Purposes).
  • 7.4 ProCo may treat the Customer’s breach of any third-party licence as a breach of this agreement.

8. TRANSFER OR REPRODUCTION OF THE SYSTEM

  • 8.1 The Customer has no right to make, or authorise the making of, any copies, frames or to mirror any part of the System, unless expressly agreed in writing with ProCo.
  • 8.2 The Customer shall not:
    • 8.2.1 sub-license, rent, lend, assign or transfer in any other way this agreement or the System to any person without the prior written consent of ProCo; and/or
    • 8.2.2 give access to the System through any network of computers to users who are not End Users or who are not employees or agents of the Customer.

9. USE AND ADAPTATION OF THE SYSTEM

  • 9.1 The Customer may use the System with other software.
  • 9.2 The Customer may not make adaptations, variations or derivative works of the System without the prior consent of ProCo.
  • 9.3 The Customer may not disassemble, decompile, reverse translate, reverse engineer or in any other manner decode the System.

10. INTELLECTUAL PROPERTY RIGHTS

  • 10.1 All Intellectual Property Rights in the System and/or the Technical Documentation shall belong to ProCo (including for the avoidance of doubt, Intellectual Property Rights in the Bespoke Software, unless otherwise agreed in writing by the parties), and the Customer shall have no rights in respect of any of the System and/or the Technical Documentation. The Customer shall do or procure to be done all such further acts and things and sign or procure the signature of all such other documents as ProCo may from time to time require for the purpose of giving ProCo the full benefit of the provisions of this clause 10.1.
  • 10.2 ProCo undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the use or possession of any of the System and/or the Technical Documentation (or any part of them) infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by, or awarded against, the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 10.2 shall not apply where the Claim in question is attributable to possession, use, development, modification or maintenance of the System and/or the Technical Documentation (or any part thereof) by the Customer other than in accordance with the terms of this agreement, if the infringement would have been avoided by the use of the System and/or the Technical Documentation not so combined, or use of a non-current release of the System.
  • 10.3 Clause 10.2 is conditional on the Customer:
    • 10.3.1 as soon as reasonably practicable, giving written notice of the Claim to ProCo, specifying the nature of the Claim in reasonable detail;
    • 10.3.2 not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of ProCo (such consent not to be unreasonably conditioned, withheld or delayed);
    • 10.3.3 giving ProCo and its professional advisers at reasonable times (on reasonable prior notice) access to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable ProCo and its professional advisers to examine them and to take copies (at ProCo’s expense) for the purpose of assessing the Claim; and
    • 10.3.4 taking such action as ProCo may reasonably request to avoid, dispute, compromise or defend the Claim.
  • 10.4 If any Claim is made, or in ProCo’s reasonable opinion is likely to be made, against the Customer, ProCo may at its sole option and expense:
    • 10.4.1 procure for the Customer the right to continue using, developing, modifying or maintaining the Software (or any part of thereof) in accordance with the terms of this agreement;
    • 10.4.2 modify the Software and/or the Technical Documentation so that they cease to be infringing;
    • 10.4.3 replace the Software and/or the Technical Documentation with non-infringing works; or
    • 10.4.4 terminate this agreement immediately on notice to the Customer and repay to the Customer all sums which the Customer has paid to ProCo under this agreement during the year in which the termination occurs, less a charge for the Technical Services and any Bespoke Development Services performed up to the date of termination.
  • 10.5 This clause 6 constitutes the Customer’s exclusive remedy and ProCo’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 15.1.
  • 10.6 All Intellectual Property Rights in any suggestions which arise during the course of discussions between ProCo and the Customer shall belong to ProCo, irrespective of whether such suggestion is used in any Bespoke Software, and ProCo shall have the right to use any suggestion as it sees fit in its absolute discretion.
  • 10.7 All Intellectual Property Rights in any materials or information supplied by the Customer to ProCo pursuant to this agreement shall remain the Intellectual Property Rights of the Customer and the provisions of clauses 12.4 and 12.5 of the Conditions shall apply.

11. THE CUSTOMER’S RESPONSIBILITIES

  • 11.1 The Customer shall provide ProCo, and all persons duly authorised by ProCo with full, safe and uninterrupted access including remote access, to the Customer’s premises, systems, facilities and the System as may reasonably be required for the purpose of performing the Technical Services, such access, except in the case of emergency or agreed out-of-hours downtime, to be within the Support Hours. Where the Technical Services are to be performed at any of the Customer’s premises, the Customer shall provide adequate working space and office facilities and take reasonable care to ensure their health and safety.
  • 11.2 The Customer shall take all reasonable steps to ensure that the System is operated in a proper manner by the Customer’s employees.
  • 11.3 The Customer shall:
    • 11.3.1 co-operate with ProCo in performing the Technical Services and provide any assistance or information as may reasonably be required by ProCo, including in relation to the diagnosis of any faults;
    • 11.3.2 report faults promptly to ProCo;
    • 11.3.3 keep full backup copies of all of its data;
    • 11.3.4 be responsible for End Users compliance with this agreement;
    • 11.3.5 be responsible for ensuring all Customer Data is accurate, is legal and is of sufficient quality prior to transferring any such Customer Data to ProCo;
    • 11.3.6 be responsible for verifying any Customer Data, including the means by which such Customer Data is acquired;
    • 11.3.7 use all reasonable efforts to prevent unauthorised access to the System and the Technical Services and notify ProCo promptly of any such unauthorised access or use;
    • 11.3.8 ensure its use of the System and Technical Services is only for the intended purpose and within applicable laws and governmental regulations;
    • 11.3.9 not make the System or Technical Services available to any other person or third party except those expressly permitted in this agreement and any applicable Technical Specification;
    • 11.3.10 not use the Technical Services or the System to store or transmit any infringing, libellous, or otherwise unlawful materials;
    • 11.3.11 not use the Technical Services or the System to store or transmit any material which violates the privacy rights of any third party or to transmit any malicious code, viruses, worms or trojan horses, or to transmit material which is illegal or offensive;
    • 11.3.12 not interfere with or interrupt the performance of the System or the Technical Services;
    • 11.3.13 not attempt to gain unauthorised access to the System or Technical Services, or their related systems or networks;
    • 11.3.14 unless agreed otherwise in writing with ProCo not access the System or Technical Services to build a product or service which materially competes with the System or to copy features, functions or graphics which appear in the System.
  • 11.4 The Customer shall indemnify ProCo against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against ProCo as a result of the Customer’s breach of this agreement howsoever arising or any negligent or wrongful act of the Customer, its officers, employees, contractors or agents.

12. REQUIREMENTS

  • 12.1 The Customer’s use of the System and Technical Services may be subject to usage limitations such as limits on disk storage space, the number of calls the Customer is permitted to make against ProCo’s application programming interface and web-sites. Details of such limitations will be contained in the Technical Specifications, or, in the absence of a Technical Specification, in writing.
  • 12.2 The Customer shall:
    • 12.2.1 maintain browsers and plug-ins (Java, Flash if required) to access the System and Technical Services;
    • 12.2.2 be responsible for any browser settings that may impact on the use of the System and Technical Services, particularly in relation to security and display settings.
  • 12.3 ProCo shall have no liability to the Customer for any problems, errors or deficiencies in the System or Technical Services which arise due to the Customer’s browsers being old and out of date. ProCo will use reasonable efforts to ensure the System and the Technical Services are compatible with older browsers and software. Notwithstanding this, ProCo reserves the right to charge the Customer additional fees for modifications required to be made to the System to accommodate old versions of browsers.

13. PROCO’S RESPONSIBILITIES

  • 13.1 ProCo shall use reasonable efforts to make the Technical Services available to the Customer in accordance with the Technical Specification.
  • 13.2 The Customer acknowledges that future functionality of the System cannot be guaranteed. Any functionality specifically required by the Customer which is not part of the Standard System must be dealt with as bespoke development and a separate Technical Specification must be agreed in respect thereof.
  • 13.3 ProCo will use reasonable efforts to make the System available 24 hours a day, 7 days a week, for all of the calendar year, subject to any necessary downtime requirements as detailed in the Schedule.

14. PROCO’S WARRANTIES

ProCo represents and warrants to the Customer that:

  • 14.1 the Technical Services will be performed:
    • 14.1.1 in accordance with all applicable laws and regulations; and
    • 14.1.2 with all reasonable skill and care;

15. LIMITS OF LIABILITY

  • 15.1 In addition to the provisions of clause 17 of the Conditions, the Customer acknowledges that:
    • 15.1.1 it is exclusively responsible for:
      • 15.1.1.1 reviewing any Updates in accordance with clause 2;
      • 15.1.1.2 ensuring that the staff of the Customer are trained in the proper use and operation of the System;
      • 15.1.1.3 ensuring the security, completeness and accuracy of all inputs and outputs;
      • 15.1.1.4 making regular backup copies of its data to ensure recovery of its data if the System malfunctions; and
      • 15.1.1.5 the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the System;
    • 15.1.2 the level of the Subscription Fees and other charges (if any) reflects the allocation of risk between the parties; and
    • 15.1.3 it is in a better position than ProCo to assess and manage its risk in relation to use of the System.
  • 15.2 All dates supplied by ProCo for the delivery of the Updates, Bespoke Updates or the provision of the Technical Services shall be treated as approximate only. ProCo shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
  • 15.3 The Customer shall comply with any third-party licences and shall indemnify ProCo against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by ProCo arising out of or in connection with the Customer’s breach of the terms of any such third-party licences.

16. DURATION

Supply of the Technical Services by ProCo to the Customer shall commence on the date of this agreement and, subject to termination in accordance with the provisions of this agreement, shall continue for a fixed initial period as set out in the Order. After expiry of the fixed term, the supply of the Technical Services shall continue under this agreement until terminated by either ProCo or the Customer giving the other at least 30 days’ prior written notice (or such other period as the parties may agree in writing) to terminate the agreement.

17. TERMINATION

If this agreement is terminated pursuant to clause 18 of the Conditions, ProCo shall upon request by the Customer within a reasonable period after termination, return to the Customer a single copy of all submissions made by the Customer on a removable media device.

18. THIRD PARTY SERVICES

  • 18.1 If ProCo makes available to the Customer any third party products or services (including any software made available via a third party licence) any use or exchange of data by the Customer will be subject to the third party’s terms and conditions.
  • 18.2 If the Customer uses any third party services, ProCo may provide access to the Customer’s Data, and such access requirements will be detailed in the relevant Technical Specification. ProCo will not be responsible for any disclosure, modification or deletion of the Customer’s Data by the third party.
  • 18.3 ProCo do not warrant or support any third party products or services, even if ProCo recommends those services to the Customer.

THE SCHEDULE

Service Levels

TECHNICAL SERVICES

This Schedule details the service level expectations between the Customer and ProCo. It defines the relationship between the two parties and sets out ProCo’s commitments to service.

1. System Availability

The following defines the system availability that ProCo will use reasonable endeavours to provide for the Customer.

Requirements Description Specifications
Customer required hours of operation The hours that the System needs to be operational for users and managers At a minimum the System will be available:
8am to 6pm Monday to Friday (Customer operational hours)
System server availability The hours that the System server will be available for users and managers
  • The System will be operational 24/7, 365 days a year
  • The server System availability target is 99.4% in any given month
  • Scheduled outages, where possible, will be undertaken outside of the Customer Operational Hours and will not count against server System availability percentage

2. Problem Management

Services Description Specifications
Support request mechanisms The means by which Customers can contact ProCo to make a support request Telephone: 0114 272 8888
Email: support@proco.com
Online support ticket: Support requests may be recorded for the purpose of tracking and resolving problems.
When reporting a problem Customers should provide a severity rating (See ‘Problem severity definitions’)
Support request response The response time frame is the length of time for support staff to confirm the support request with the Customer ProCo support staff are available 8am – 6pm Monday to Friday GMT, excluding English bank holidays. See the ‘problem resolution control table’ for informtaion on response times
Status Updates ProCo support staff will provide updates in resolving support requests from the Customer See the ‘problem resolution control table’ for information on response times and updates
Escalation Procedures The escalation process is a management notification procedure that is invoked when a problem persists after the problem resolution time frame has been exceeded In the event that a problem persists after the target resolution time the Customer may contact:
Philip Price
Director of Technology Services
Contact must be made in writing either by:
Email: karl.williams@proco.com
Post:
ProCo
Parkway Close
Parkway Industrial Estate
Sheffield
S9 4WJ
or Fax: (0114 250 2949)

3. Support Services

Services Description Specifications
System Backups The frequency and timings of software and data backups A backup of the System including data held in the database will be taken nightly between 8pm and 7am

ProCo periodically test the general process of restoring from its backups however no guarantee for the validity of any individual backup is made

Capacity Planning Identification and development of future capacity requirements to meet system business requirements and budgeting Capacity planning requirements will be identified and reviewed annually as part of an overall resource optimisation planning process

4. Problem Severity Definitions

Critical The ability to use or communicate with the System provided. Examples: Server down, network down, database down, application down etc.
Priority The System is seriously degraded but can continue its operation via a workaround for a short period of time
Major Significant functionality of the System is degraded to users but core functionality is still available
Ordinary Problem or incident where users can operate the System normally, but a definite problem is identified
Request Requests for a new system or requirement of clarification on the System

5. Problem Resolution Control Table

Severity Support staff initial response Target resolution Status update
Critical 1 hour 1 day Every 4 hours
Priority 1 hour 1-2 days Every 4 hours
Major 1 hour 3-5 days Daily
Ordinary 1 day 5-10 days Upon resolution
Request 3 days 5-10 days Upon resolution

6. Remedy

In the event of a Critical or Priority loss of availability ProCo will credit the monthly service charge for the affected month(s) only, as calculated below.

(Measured using Customer Operational Hours in the subject month)

Availability Credit Percentage
99.4% to 100% 0%
98% to 99.3% 10%
90% to 97.9% 25%
50% to 89.9% 50%
50% or below 100%

7. Exceptions

The Customer shall not receive any credits under this agreement in connection with any failure of availability caused or associated with:

  1. Circumstances beyond ProCo’s reasonable control, including, without limitation, a Force Majeure Event;
  2. Failure to access internet circuits to our providers network, unless such failure is caused solely by ProCo’s providers;
  3. DNS issues outside the direct control of ProCo;
  4. Customer acts of omissions (or acts or omissions of others engaged or authorised by the Customer), including, without limitation, custom scripting or coding, any negligence, wilful misconduct, or us of the System in breach of this agreement and the Conditions;
  5. E-mail delivery and transmission;
  6. Outages elsewhere in the Internet that hinder access. ProCo is not responsible for browser DNS caching that may make the System appear inaccessible when others can still access it;
  7. Errors or inconsistencies within any data supplied from the customer that is used within the System