Drax Technology

Support and Maintenance Service Schedule

Last updated: December 16th, 2024

1 Introduction

  • 1.1 The Supplier is a provider of software to help manage and monitor fire safety risks and compliance.

  • 1.2 The Supplier offers an enhanced support and maintenance programme for such software.

  • 1.3 This document sets out the additional terms and conditions which apply to the supply of such support and maintenance by the Supplier.

2 Definitions and Interpretation

  • 2.1 In this Appendix, in addition to the terms defined above or in the Agreement or the Statement of Work, the following terms and expressions apply.

Documentation the document made available to the Customer by the Supplier online via such web address notified by the Supplier to the Customer from time to time which sets out a description of the Software and the user instructions for the Software. Incident any reproducible failure of the Software to conform to the Documentation in a material respect.

Incident Correction any modification or addition to the Software, delivered within an Update that brings the Software into conformity with the Documentation in all material respects.

Fix a fix designed to correct an Incident, or a temporary work-around, bypass, or patch supplied by the Supplier, or implementation of an operational procedure or routine by the Customer to diminish or avoid the practical adverse effect of an Incident.

Helpdesk the Supplier’s helpdesk available via the methods set out in paragraph 5.2.

Modifications Updates and Upgrades (and Modified shall be construed accordingly).

Minimum Support Term the minimum service period the Contract will continue for as set out in the Statement of Work or, in the absence of such a period, 12 months.

Response Time the period commencing when a Support Case is reported by the Customer in accordance with paragraph 5.2 and ending when a member of the Supplier’s technical support team logs the report and responds to the Customer by telephone or email.

Services the Support Services and Maintenance Services.

Service Start Date the date set out in the Statement of Work or, in the absence of such a date, the date on which the Contract is signed by the last party.

Software the software provided by the Supplier to the Customer identified in the Statement of Work.

Standard Support Hours the period from 9.00 am to 5.00 pm on any Business Day or such other period as is specified in the Statement of Work.

Support Case an incident reported in accordance with paragraph 5.2, being an Incident, a series of Incidents, or other Software usability problem.

Support Fees the fees payable by the Customer to the Supplier for the Services as set out in the Statement of Work. The term “Fees” in the Agreement shall be interpreted accordingly.

Support Services the support services to be provided by the Supplier as more particularly described in this Service Schedule.

Technical Contact the individuals authorised by the Customer to act as its technical representative in respect of the report, management and resolution of any Incidents and associated Support Cases, as identified in the Statement of Work or otherwise notified to the Supplier in writing from time to time.

Target Resolution Time the period commencing when a Support Case is reported by the Customer in accordance with paragraph 5.2 and ending when a Support Case is deemed resolved in accordance with paragraph 5.12.

Updates any modification to the Software in object code which remedies defects in the Software including temporary fixes, bug fixes, patches and maintenance releases which the Supplier shall from time to time make available.

Upgrades any new version of the Software which the Supplier shall from time to time make available.

  • 2.2 The headings in this Appendix are for ease of reference only and shall not affect its construction.

3 Term

  • 3.1 Unless otherwise specified in the Statement of Work, the Contract shall commence on the Service Start Date and shall (unless terminated in accordance with paragraph 12) remain in full force and effect for the Minimum Support Term. Where the Customer has opted into auto-licence renewal, the Term shall continue until the Customer gives the Supplier no less than 90 days’ written notice of its intention to terminate the Contract at the end of the current Term.

4 Supply of the Support Services

  • 4.1 In consideration of the payment of the Support Fees, the Supplier shall provide the Support Services for the Software on the terms and conditions set out in this Service Schedule.

  • 4.2 The Supplier may, on prior written notice to the Supplier, make changes to the Support Services, provided such changes do not have a material adverse effect on the Customer’s business operations.

5 Support Helpdesk

  • 5.1 The Supplier shall provide the Support Services during the Standard Support Hours.

  • 5.2 All requests for the provision of the Support Services shall be made by the Customer’s Technical Contact to the Helpdesk at:

Phone number +44 (0) 345 459 2300

Email address support@draxtechnology.com

Online Portal https://draxtechnology.com/support/

  • 5.3 No Support Case shall be reported to the Supplier until it has been first been escalated through the Customer’s internal resolution procedures.

  • 5.4 All Incidents must be logged via the online portal. If the Customer believes an Incident is a Priority 1 or Priority 2 incident (see paragraph 5.8 below), the Technical Contact must also report the Incident to the Helpdesk by telephone regardless of whether such Incidents is logged in any other way.

  • 5.5 No Incident shall be reported to the Supplier until it has been first been escalated through the Customer’s internal resolution procedures.

  • 5.6 All Incidents reported shall be logged by the Helpdesk and the Supplier shall assign the priority of the Incident in accordance with the categories set out in paragraph 5.10. The priority level assigned to an Incident is important as it determines how quickly the Supplier will respond and endeavour to resolve the Incident.

  • 5.7 If the Customer does not accept the priority assigned by the Helpdesk, the following procedure shall apply:

    • 5.7.1 the Helpdesk shall refer the matter to the Supplier Contract Manager;

    • 5.7.2 if the Customer still does not accept the priority assigned then Supplier Contract Manager will refer the matter to a Director whose decision will be final.

  • 5.8 The Supplier may at any time change an Incident’s priority level if it is reasonably believed a different level would be more appropriate given a change in the nature of the Incident or the impact on the Customer’s business. If however the Supplier wishes to reduce a given Incident’s priority level, the Customer’s prior authorisation must be obtained which will not be unreasonably withheld or delayed.

  • 5.9 Where an Incident’s priority level is changed, the times allowed for the Supplier’s response and resolution, and against which Service Level adherence will be measured, will be as follows:

    • a) where the priority is increased, the time allowed will be the time so far used plus either the lesser of the time remaining at the original priority or the new priority’s total permitted time; and

    • b) where the priority is decreased, the new priority’s time limits will apply. If the Incident had already breached the permitted response or resolution time at the original priority, the Incident will be treated as having breached the relevant Service Level for the purposes of reviewing the Supplier’s performance.

  • 5.10 The Supplier shall determine the priority, manage and attempt to resolve the Incident in accordance with the Service Levels in the table below.

Priority

Description

Response Time

Target Resolution Time

Method of Resolution

1

Any one or more of the following:

·       full outage of the service(s);

·       high number of users affected by incident;

·       compliance/legal obligation affected by incident;

·       security or data protection risk caused by incident;

·       significant financial loss caused by incident; and/or

·       continued degradation of service(s) from a Priority 2 Incident.

Within four hours.

Within 8 hours. Continuous effort after initial response and with Customer co-operation.

Incident may be resolved by means of a permanent fix or, provided that a permanent fix is provided on the next working day from the date of the workaround fix, a workaround fix.

Priority 2

Any one or more of the following:

·       part outage of key service(s) or full outage of non-key service(s);

·       medium number of users affected by incident;

·       impact to a resource where no alternative is available;

·       impact to a highly critical business data process; and/or

·       potential financial loss caused by incident.

Within 12 hours.

Within 5 Business Days after initial response.

Incident may be resolved by means of a permanent fix or, provided that a permanent fix is provided within two (2) Business Days from the date of the workaround fix, a workaround fix.

Priority 3

Any one or more of the following:

·       part outage of non-key service(s);

·       small number of users affected by Incident;

·       impact to a resource where an alternative can be used; and/or

·       impact to a non-critical business data process.

Within 24 hours

Within 10 Business Days after initial response.

Incident may be resolved by way of a workaround fix provided that the Incident is permanently resolved within the next Business Days.

Priority 4

Any one or more of the following:

·       one or two users affected; and/or

·       nominal effect upon the functionality or performance of any function of the Service(s).

Within 48 hours.

When reasonably possible.

Incident may be resolved by way of a workaround fix provided that the Incident is permanently resolved within the next 10 Business Days.

  • 5.11 Response Times and Target Resolution Times are calculated based on the total time spent by the Supplier working on Incident during the Standard Support Hours excluding:

    • 5.11.1 any time when the Support Case is with the Customer;

    • 5.11.2 the Support Case is on hold;

    • 5.11.3 the Support Case is with a third party provider with whom the Customer has a direct support agreement;

    • 5.11.4 the time required to recover files from a backup device up to a maximum of 24 hours; or

    • 5.11.5 where on-site support is required by the Customer, the time to travel to the Customer’s site.

  • 5.12 If a Priority 1 or Priority 2 Incident has not been resolved within the target resolution time, the Incident shall be escalated to Supplier Contract Manager. If the Incident is not resolved, then after each successive increment of the target resolution time the incident shall be escalated to the Senior Management Level, followed by Company Director Level.

  • 5.13 The Helpdesk will monitor the progress each Support Case and record the date and time the incident is raised, responded to, updated and resolved. The ticket generated by the Helpdesk will be the definitive record of the date and time when a Support Case is raised, responded to, updated and resolved.

  • 5.14 A Support Case will be deemed to be resolved upon the occurrence of the earlier of the following:

    • 5.14.1 the issue or problem is resolved as agreed by the Technical Contact;

    • 5.14.2 if the issue or problem is the result of an Incident, at the time of the provision of a Fix or Incident Correction;

    • 5.14.3 when the Supplier provides a reasonable and mutually acceptable solution to the Support Case as agreed by the Technical Contact;

    • 5.14.4 when the Supplier confirms, that the issue or problem is not due to any Incident or deficiency in the Software;

    • 5.14.5 when the Supplier confirms, to the reasonable satisfaction of [the Technical Contact], that the issue or problem arises wholly or partly due to an error or other issue in software supplied to the Customer by and/or maintained by a party other than the Supplier;

    • 5.14.6 when the Technical Contact requests that the Supplier close the Support Case; or

    • 5.14.7 when the Support Case has been left open for ten (10) consecutive business days, during which period the Supplier has not received a response from, or information requested from, the Technical Contact.

  • 5.15 The Helpdesk will monitor the progress each Support Case and record the date and time the incident is raised, responded to, updated and resolved. The Helpdesk will be the definitive record of date and time when a ticket is raised, responded to, updated and resolved.

  • 5.16 The Supplier has no obligation to provide services which fall outside the scope of the Support Services or the Standard Support Hours but if the Supplier:

    • 5.16.1 provide such services at the request of the Customer; or

    • 5.16.2 if the Supplier finds that the Customer’s request to provide the Support Services was not necessary, then the Customer shall pay the Supplier in respect of the provision of such services at the Supplier’s then standard rates.

6 Modifications

  • 6.1 The Supplier will notify the Customer of any Modification of the Software promptly following its release.

  • 6.2 The Supplier shall:

    • 6.2.1 promptly provide all Updates of the Software to the Customer free of additional charge; and

    • 6.2.2 offer any Upgrades to the Customer at the Supplier’s then standard rates.

  • 6.3 All Modifications provided to the Customer shall form part of the Software.

  • 6.4 The Supplier shall use reasonable endeavours to ensure that no Modification shall have a detrimental effect on the functionality, reliability or performance of the Software or the use of the same.

  • 6.5 Where the Supplier provides the Customer with access to the Software via a digital platform and the Customer has opted for automatic updates, it shall be responsible for the installation of all Modifications.

  • 6.6 In all other cases, unless otherwise agreed in writing, Modifications will be available in the form of an installation program in such digital medium or via the internet as the Supplier determines, together with documentation in printed or electronic form written in English or a language officially supported by the Supplier, and the Customer shall be responsible for installation of all Updates.

  • 6.7 The Customer may refuse to install and/or purchase any Modification. However, the Supplier’s obligation may suspend the provision of the Support Services if the Customer:

    • 6.7.1 is using a release of the Software which is more than 2 releases older than the current release; or

    • 6.7.2 fails to act in accordance with the reasonable directions of the Supplier with regard to any Software, and the Supplier shall have no liability for any loss or damage to the Customer as a result of such use.

7 Exceptions

  • 7.1 The Supplier shall have no obligation to provide the Support Services where Incidents arise from:

    • 7.1.1 misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by the Supplier), including failure or fluctuation of electrical power;

    • 7.1.2 failure to maintain the minimum system requirements or necessary environmental conditions for use of the Software set out in the Documentation or otherwise specified by the Supplier from time to time;

    • 7.1.3 the Customer’s failure to install Updates;

    • 7.1.4 relocation of the Software by any person other than the Supplier or a person acting under the Supplier 's instructions;

    • 7.1.5 any negligence or misconduct of the Customer or its employees or agents or breach of the Customer’s obligations under this Service Schedule howsoever arising;

    • 7.1.6 any fault in the hardware upon which the Software is used or in any programs used in conjunction with the Software;

    • 7.1.7 any party other than the Supplier has provided, or purported to provide, support services in respect of the Software or the Documentation;

    • 7.1.8 any Modification not authorised by the Supplier; or

    • 7.1.9 operator error.

  • 7.2 The Supplier may make an additional charge (in addition to the Support Fees) in accordance with its then-current standard scale of charges, in respect of any services provided by the Supplier:

    • 7.2.1 at the request of the Customer, but which do not qualify as Support Services by virtue of any of the exceptions set out in paragraph 7.1;

    • 7.2.2 at the request of the Customer, but which the Supplier reasonably considers are not necessary for the efficient operation of the Software, but always provided that the Customer has reported a Support Case in writing and the Supplier has obtained the Customer’s prior approval of the additional charge in writing.

  • 7.3 Nothing in this paragraph shall oblige the Supplier to provide any Support Services in respect of the exceptions listed in paragraph 7.1.

8 Training

  • 8.1 The Supplier shall make available online training for the Users as part of the Fees. Such training can be accessed as detailed in the Statement of Work.

  • 8.2 Where the Customer or an End User requests further training, the parties shall agree the scope and cost for the Supplier to provide the requested training. Such costs shall include reasonable expenses including travel and accommodation incurred by the Supplier.

9 Customer Obligations

  • 9.1 The Customer shall:

    • 9.1.1 install and use all Updates of the Software made available by the Supplier; and

    • 9.1.2 co-operate fully with the Supplier’s personnel in the diagnosis of any Incident or other issue or problem with the Software or Documentation.

  • 9.2 The Customer’s contact with the Supplier for the purposes of the Support Services and reports of Support Cases shall normally only be through the Technical Contacts unless the Customer designates another contact. The Technical Contacts (or other authorised individual) shall:

    • 9.2.1 serve as the Supplier’s contacts for Customer personnel who are authorised to use the Software;

    • 9.2.2 be responsible for initiating all requests by and maintaining all records of the Customer relating to the Support Services;

    • 9.2.3 serve as the contacts with the Supplier on all matters relating to Support Services; and

    • 9.2.4 be responsible for providing all information and support requested by the Supplier to assist in the diagnosis, analysis, and resolution of Support Cases.

  • 9.3 When reporting Support Cases, the Customer shall provide the Supplier with a detailed description of its IT systems within which the Software operates, together with the basic structure of that system, any operational disruptions experienced by the Customer, and the effect of the disruptions on the Customer’s operations. In addition, the Customer shall cooperate with the Supplier and provide the Supplier with all assistance necessary for the Supplier to diagnose, reproduce and assess any reported Support Case.

  • 9.4 If the Customer desires the Supplier to provide support via remote access, the Customer shall ensure that a functioning system enabling the Supplier to have remote access to the Customer’s technical equipment is installed (subject to the Customer’s reasonable security measures and policies) and that satisfactory communication between the parties’ computer systems is possible.

  • 9.5 The Customer acknowledges that all copyright and other intellectual property rights in any Modification and any Intellectual Property Rights arising from the provision of the Support Services are and shall remain the property of the Supplier or its licensor.

10 Payment Frequency

  • 10.1 The Supplier shall invoice the Customer for the Support Fees annually in advance or with such other frequency as is specified in the Statement of Work.

  • 10.2 The Customer shall pay the Support Fees in accordance with the Contract.

11 Termination

  • 11.1 Without prejudice to clause 14 (Term and termination) of the Agreement the Supplier may terminate the Contract the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

  • 11.2 On termination of the Contract:

    • 11.2.1 pursuant to paragraph 12.1 or at the Customer’s option (subject to agreement of the Supplier) any Fees that would have been payable to the Supplier under the Contract but for such termination shall immediately become payable together with an administration charge equivalent to one month’s Fees; and

    • 11.2.2 any outstanding Fees shall immediately become payable.