SUPPORT AGREEMENT (V 1906-99)

PARTIES

This Support Agreement is an understanding between 3 parties

The Supplier

Teleportel Europe N.V./S.A.,
Kapelbaan 15, 9255 Buggenhout,
Belgium, with Company
Registration number BE0444.980.075

The Customer

The Reseller

DATES AND REVIEWS

This contract is entered into on for a period of 12 (twelve) months and will be tacitly renewed yearly for the same period unless one of the parties terminates the contract - in writing - at least 3 (three) months prior to the annual expiration date. It may be reviewed in whole or in part, at any point, by mutual agreement between the 3 parties.

I.
EQUIPMENT, SOFTWARE AND SERVICES

This Agreement governs terms, conditions, the equipment, software and services listed in the table below. This list may be updated at any time, following written agreement by all parties.

LOCATION(s) OF THE EQUIPMENT

CONTACT DETAILS TECHNICAL CONTACT PERSONS

HARDWARE

List of equipment

SOFTWARE

List of Software

SERVICES

Hosting of Secured Server in the Cloud (Europe) List of other services

II.
The responsibilities of the Parties

This Agreement is in partnership between 3 parties : the Supplier (Teleportel Europe N.V.), The Reseller (), the End-user or Customer () each with their respective responsibilities which are listed and described below:

A.
SUPPLIER KEY RESPONSIBILITIES

HARDWARE MAINTENANCE

The Supplier will provide the requirements for the hardware installation.

The Supplier will instruct the Reseller how to conduct a Site Preparation Survey.

The Supplier will review the Site Preparation Survey prepared and submitted by the Reseller and will provide recommendations as to environmental conditions for preparation of the actual installation.

Exceptionally, the Supplier may accompany the Reseller on-site to inspect the site, prior to installation. The costs involved for this on-site service, will be decided upon on a case-by-case basis.

The Supplier will install the system in collaboration with the Reseller.

Following installation, the Supplier will diagnose remotely (both systematically - on a routine basis - and incidentally- when a malfunction occurs), will perform system monitoring and will instruct the customer and/or reseller to take appropriate actions to diagnose or to remedy.

The Supplier provides technical training to the reseller (See 'Partner Service Support Program') at time of installation. This training is compulsory. The Reseller is responsible to provide the onsite hardware services (both preventive and corrective) based upon the instructions of the Supplier who will support the Reseller remotely.

The Supplier will provide the instructions to the Reseller to perform Preventive Maintenance if that is compulsarily required by the Vendors of the hardware components. (this excludes cosmetic maintenance such as keeping the unit clean on the outside, which is a responsibility of the customer).

In case of hardware failure, the Supplier will liaise with the Reseller who will replace the defective unit or Component by an equivalent spare-part or Field replaceable Unit. The Reseller will purchase the recommended spare parts and will maintain adequate inventory levels to ensure the required level of service.

SOFTWARE

The software maintenance agreement is pursuant to the Terms of the Software Licensing Agreement https://www.teleportel.com/user-agreement and is considered to be an integral part of the latter.

The Supplier will be responsible to provide following software services:

The software monitoring and maintenance is done remotely - via the Internet.

Develop, prepare, test and install software patches, fixes, updates and upgrades required to keep the system operational. Typically the updates are done outside European business hours.

Ensuring efficient and timely implementation of mandatory security patches and updates.

Ensure compatibility between software and hardware (i.e. revision levels) and adapt the software accordingly or propose a hardware roll-out program if required

Proactively inform the customer about potential or current anomalies that may cause malfunctions and provide recommendations

Programmatical changes to the content - such as updating screen layouts which have been provided by the customer. The actual design changes are not included. Content of slides -i.e. Screen layouts - can be provided at 45,00 €slide/screen.

REACTIVE SUPPORT

When the customer (end-user) reports a malfunction to the Reseller, the Reseller will inform the supplier by logging this call, using only this link http://www.teleportel.com/helpme . The private password will be provided separately. Reporting problems via other channels such as email and telephone, will lead to unnecessary delays and added waiting times.

At time of reporting the problem, the supplier will investigate the reported issue within maximum 2 to 4 working hours (response time) - typically within a lot shorter timeframe - by a highly qualified and trained engineer using Remote Diagnostics and respond accordingly. In many cases, the issues will be resolved by the supplier in this way, i.e. over distance. In case of network problems, the customer is to be informed and is expected to take appropriate actions. In case of hardware problems, the local reseller needs to dispatch a qualified technician for an onsite intervention, supported by the supplier.

B.
CUSTOMER KEY RESPONSIBILITIES

  • Ensure availability of suitable network connections
  • Notify the supplier of issues and problems in a timely manner by using the dedicated HelpMe link on the www.teleportel.com website (password secured)
  • Follow the instructions provided by the supplier and provide prompt feedback in response to the instructions and actions.
  • Provide the supplier with free and onubstructed remote access (internet) to the systems for the purpose of remote diagnostics, maintenance, updates and fault prevention.
  • Keep the supplier informed about potential changes to its System; including network changes.
  • Cosmetic maintenance of the equipment (outside cleaning and keeping dust-free).

C.
RESELLER KEY RESPONSIBILITIES

  • Provide the local hardware on-site services (both corrective and preventive) That includes : troubleshooting and - if necessary - swapping defective Parts, Components or FRU's (Field Replaceable units)
  • Ensure the availability of skilled, trained hardware staff taking into account the agreed upon response times.
  • Ensure presence of technically qualified staff to attend the technical training organized by the Supplier at time of the installation. Technical manuals will be provided by the Supplier at that time. These technicians must be skilled and have the background to troubleshoot the Systems and replace hardware components, FRU's or spare-parts and take all necessary hardware actions that may be required to repair or replace the Systems or parts thereof.
  • Ensure availability of spare parts and FRU's (based upon the R.S.L. or Recommended Spares List, made available by the Supplier to the Reseller on a per-system basis)

III. DESCRIPTION OF CALL FLOW & ESCALATION PROCEDURES

In this section, the call reporting and escalation process will be described:

Who places the call, how and to whom (from customer to reseller)

Reseller filters the call first and subsequently places call to Supplier (using the password secured website link). The filtering of the call will be part of the Training Program provided by the supplier to the reseller. The objective is to be able to provide the First Level support (that includes user mistakes, obvious hardware issues, network related problems, etc...)

Supplier will access the system remotely and diagnose over distance.

If the problem is software related, the supplier will resolve a.s.a.p. and if it is a Critical error with a customer-down situation, the supplier will continue to work till resolution of the problem. These off-site, remote efforts will on-going - also outside office hours - in order to minimize the down-time to a strict minimum.

If the problem is network related, the customer will be informed.

If the problem is hardware related, the Reseller will dispatch an engineer on-site within the agreed upon response time.

Any other procedure - such as concrete Escalation procedures - that may apply and agreed upon, will be described in this section.

IV. MISSION CRITICAL SYSTEMS

For Systems and Applications that require higher service levels and maximum systems' availability (i.e. Mission Critical Systems), the Supplier and the Partner- in concertation with the end user - may decide upon extra measures to be taken. These measures may include :

  • Ensuring that the enduser has an effective fall-back plan in case of unlikely, exceptional, extended down-times. This contingency plan may include use of manpower on a temporary basis (i.e. instead of automated or remote reception activities), extra back-up systems, UPS, onsite spare parts, redundant network infrastructure, first line intervention self-service capabilities, etc...
  • The Reseller may decide to train extra technical staff, ensure shorter response times and stock additional spare parts or Field Replaceable units
  • The supplier may decide to keep extra spare parts or systems available.
  • For certain system components, it may be decided to source the equipment locally at time of preparation of the system (prior to the installation) in order to allow fast, specialized maintenance by the local vendor/supplier.

The exact measures and arrangements, together with the associated costs, are subject to a separate arrangement.

V. CHARGES

The one-time charges (exc VAT) are as follows :

  • Technical Training
  • Spare parts to be held by reseller and/or customer according to the R.S.L. (Recommended Spares List)

The Monthly prices (exc VAT) are as follows :

  • HARDWARE SUPPORT FEES
    €
  • SOFTWARE SUPPORT FEES
    €
  • SERVER FEES
    €
  • COSTS FOR ADDITIONAL SERVICES
    €
  • TOTAL
    €

These Support fees are Invoiced quarterly, for the coming 3 months and are payable in the beginning of that period. This price covers what is described in this contract, with following conditions:

  • Support will be provided during office working hours. These are also referred to as 'standard hours' and are Monday through Friday, 08:00- 17:00 (excluding Official Holidays and Bank Holidays).
  • All initial Support will be provided on a remote access basis (via internet)

MISCELLANEOUS

  • Notices. All notices permitted or required under this contract shall be in writing and shall be delivered in person, by confirmed facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, receipt of confirmed facsimile transmission or five (5) days after deposit in the mail. Notices shall be sent to the Managing Director or other persons designated by the respective parties.
  • Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder, except for the payment of money, on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, acts of terrorism, nuclear interference, material shortages or any other cause which is beyond the reasonably control of such party.
  • Confidentiality. The terms of this contract shall be maintained in the strictest confidence by all parties and shall not be disclosed to any third party, and shall not be used by either party other than to fulfill its obligations of this contract. All parties shall take all necessary measures to prevent disclosure of the terms of this contract by its employees, directors, shareholders, trading partners or any other person or company.
  • Waiver. No waiver of any breach of this contract shall be effective unless in writing. The failure of either party to require performance by the other parties of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof constitute a waiver of any subsequent breach of any provision.
  • Severability. If any portion of this contract is determined to be or becomes unenforceable or illegal, such portion shall be (i) modified to be made enforceable and legal in such a manner as to best effectuate the intent of the parties, or (ii) deemed eliminated where such modification is not practicable; the remainder of this contract shall remain in effect in accordance with its terms as modified by such modification or deletion.
  • Consequential Damages Waiver. NONE OF THE THREE PARTIES WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, PATENT INFRINGEMENT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Assignment. This contract shall not be assigned, transferred, or encumbered by either party without the prior written consent of the other parties which shall not be reasonably withheld. Any attempted assignment, transfer or encumbrance in violation of this section shall be void.
  • Controlling Law. this contract shall be governed by the Belgian Law and the venue will be the Courts of Brussels.

In three copies, one for each party.

THE SUPPLIER

  • For Teleportel Europe S.A.
  • Represented by
  • Name
  • Job Title
  • Date
  • Signature

THE CUSTOMER

  • For
  • Represented by
  • Name
  • Job Title
  • Date
  • Signature

THE RESELLER

  • For
  • Represented by
  • Name
  • Job Title
  • Date
  • Signature