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Orion Software's Hosting and Support Agreement
Orion Software Inc.
Hosting and Support Agreement
THIS HOSTING AND SUPPORT SERVICE AGREEMENT (“Agreement”) is made and entered into as of the “Effective Date” by and between ORION SOFTWARE INC (“ORION”) a corporation having offices at 5950 Cote-des-Neiges Suite 475, Montreal, Quebec, H3S 1Z6 and (CLIENT).
Orion Software hereby agrees to provide, and CLIENT accepts the hosting services and the support services on the contract terms below according to the terms and conditions herein.
- DEFINITIONS
1.1 Incident: Any failure, malfunction or abnormal performance of Software and accessories, which prevents Software or accessories from functioning substantially in compliance with the available documentation, duly reported by the Client to the Orion Software staff.
1.2 Support Response Time: The time interval between the first intimation by the Client of an Incident and an established communication by Orion Software’s agent either by phone, email, fax or internet connection with the Client.
1.3 Support Resolution Time: The time interval between the Orion Software first starting to resolve the Incident remotely and the final resolution.
1.4 Software: The Sirius Enterprise Software, including activated modules.
THE PARTIES AGREE TO THE FOLLOWING:
- PRICE
2.1 The prices of the services to be provided under this agreement are outlined in Schedule “A” of this Agreement. Orion Software may increase the prices for the services to adjust for the Annual Price Index of Canada.
- SERVICES SCOPE
The services covered by this agreement shall comprise:
- First, second and third level Software operations
- First level support for all accessories sold by Orion Software; and
- Hosting of Software on a cloud server
- First and second level support of Hosting Services
- TERMS
All Services will be provided to you for the period of sixty (60) months from the date on which the CLIENT is first allowed to access the Services.
- TERMINATION OF SERVICES AND DEFAULT
You may contact Orion Software at Orion Software Support to terminate any Service. Termination is effective 30 days from the date you contact Orion Software (“Termination Date"). In addition to any applicable Termination Charge (defined below), you will be charged the applicable Charges in that 180 day termination period ("Termination Amounts"). The Termination Charge is a reasonable estimate of damages suffered by Orion Software as a result of your early termination of the Service and is not a penalty. Notwithstanding the foregoing, where Charges for a Service are prepaid, prepaid amounts will not be refunded if the Service is terminated in advance of the expiration of the Term. The Termination Charge on prepaid accounts shall be equal to the unexpired portion of the Initial Service Period or Renewal Term, as the case may be.
- SOFTWARE SUPPORT SERVICES
Orion services as provided by this agreement shall be provided by fully qualified and experienced technicians, who shall be subject to regular performance reviews, internally as well as by clients using online surveys.
Orion Software shall be responsible for the provision of:
- A help desk service to record and manage all help requests made by the CLIENT;
- The initial remote diagnosis of Incidents through Internet connections; and
- The resolution of Incidents within the Resolution time and the Escalation process set in this agreement.
- SOFTWARE SUPPORT SERVICE AVAILABILITY
Orion Software shall provide the above services as follows:
Office Hours are Monday to Friday from 8h30 a.m. to 5.00 p.m. (eastern time zone);
Out of Office hours support is from 5.00 p.m. to 8h30 a.m. (Eastern time zone) and weekends;
Public holidays that take place on a weekday are considered as regular workdays for support purposes, except December 25th and January 1st where Out of Office hours support applies. On all other public holidays (which take place on weekends) Out of Office hours support applies.
- HOSTING AND SOFTWARE SUPPORT RESPONSE TIMES
Orion Software shall use reasonable endeavors to meet the following averages delays as Response Times.
- During Office Hours
- All calls responded within 5 minutes on average;
- 80% of the calls and chats responded within 5 minutes, on an annual basis;
- Emails responded within 24 hours.
- Out of Office hours : Calls responded or returned within 30 minutes. No follow-up to an e-mail can be guaranteed during Out of Office hours.
- HOSTING AND SOFTWARE SUPPORT RESOLUTION TIMES
When the Client’s designated employees report incidents to Orion Software’s help desk, a technician will intervene and address the situation remotely within the following maximum delays:
- Where Sirius has become inoperable or Client’s staff is unable to print a contract or an invoice, a technician will intervene and address the situation remotely within 2 hours. If the fault cannot be rectified remotely within 2 hours from when the Client logged the Incident with the Orion Software’s help desk, a senior level 2 technician will attend within 2 hours until the Incident has been diagnosed and a rectification plan is agreed with the Client.
- Where some operational functions of Sirius become inoperable, such as Client’s staff cannot access History invoice, a technician will intervene and address the situation remotely within 8 hours.
- Where some functions of Sirius or accessories become inoperable, such as Client’s staff cannot access or perform a modification in the Item or Client management screen, a technician will intervene and address the situation remotely within 24 hours.
- Where Client’s staff asks how to use a certain function of Sirius or accessories, a technician will intervene and address the situation remotely within 3 days.
- Where Client’s staff enquires about custom development and training related questions, a schedule will be agreed between the parties.
- INCIDENT ESCALATION
- Whenever Orion Software has failed to diagnose the fault within the Resolution Time, the technician shall refer the fault to a senior technician or manager for the immediate allocation of an additional technician to the Internet connection.
- Thereafter, Orion Software shall continue to allocate additional technicians to the Internet connection until the Incident has been diagnosed and a rectification plan is agreed with the Client.
- SUPPORT RECORD KEEPING
11.1 Orion Software shall maintain a record of all Incidents reported by the Client. The record will include details of:
- Date and time of first report of Incident
- Name of Client’s representative reporting the Incident
- Description of reported Incident
- Item of equipment or software affected
- Name of Orion Software’s representative assigned to the Incident
- Time of connection established
- Final diagnosis of Incident
- Description of rectification
- Details of any replacement or software upgrade required
- Date and time of final rectification
11.2 The Client shall maintain a record of all Incidents reported to Orion Software. The record will include details of:
- Date and time of first report of Incident
- Name of Client’s representative reporting the Incident
- Description of reported Incident
- Item of equipment or software affected
- Time of Internet connection established
- Date and time of final rectification
- Assessment of Client’s satisfaction of Orion Software’s performance
- SUPPORT SERVICES OBLIGATIONS OF ORION SOFTWARE
12.1 . Orion Software shall ensure that all its technical representatives are fully qualified and
experienced in all the equipment and software included in the scope of this agreement;
- The Client shall be entitled to inspect and receive copies on request of Orion Software’s Incident records concerning his own account;
- Orion Software shall use reasonable endeavors at all times to resolve Incidents within the response time of this agreement.
- Orion Software shall protect Client’s data with reasonable security measures, such as firewalls and anti-virus software. Private data is defined as corporate information that is to be kept within the company. Access to this data may be limited to specific departments and cannot be distributed outside of the virtual or physical workplace. Private data includes, but is not limited to, work phone directories, email listings, organizational charts, company policies and procedures etc.
- Orion Software will keep back-ups that will ensure the continuity of the business of operations of the Clients and preserve information that are not operational for 2 years unless the Clients request to delete them at the end of this agreement.
- The clients accepts that all pictures and other files attached to history transaction can be removed from the production database after 12 months.
- OBLIGATIONS OF THE CLIENT
- The Client shall be responsible for ensuring that Orion Software is kept informed of any changes, including configuration changes of Sirius and additions of accessories included in the scope of this agreement. Any such changes, additions or disposals shall entitle Orion Software, with the agreement of the Client, to amend the costs of the services provided under this Agreement.
- The Client shall appoint a designated employee and a deputy, whose names shall be given to Orion Software, with the sole authority to act as a representative for any issues which do not concern regular support questions or Incidents.
- The Client shall not unreasonably prevent or restrict Orion Software staff from accessing to the computer or software for the purposes of resolving an Incident during normal office hours. Any access out of office hours should be arranged between Orion Software and the Client’s designated employee(s).
- The Client shall use reasonable endeavors to maintain consistent web browser configurations, and to update operating systems and anti-virus licenses on all desktop, server and portable computer equipment and software related to the use of the Services. To this end, the Client and Orion Software shall agree in writing on the required configuration combinations.
- The Client shall use reasonable endeavors to prohibit the End User from removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Products;
- The Client shall use reasonable endeavors to prohibit the End User from reverse engineering, decompiling, or disassembling the Products, except to the extent that such activity is expressly permitted by applicable law;
- The Client shall disclaim, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Software Services;
- The Client shall state that a third party on Client’s behalf will provide technical support for the Software Services;
- HOSTING SERVICES
Orion Software guarantees that the Software and the data center network and will be available 97% of the time in any given monthly billing period, excluding scheduled maintenance. Orion Software will maintain a data security policy in place.
- HOSTING INFRASTRUCTURE SUPPORT
As described above, Orion Software shall assume first and second level support services regarding the IT infrastructure necessary to host the Software.
- BACKUPS
Backup and recovery services are activated for all or specific server(s), service(s) or application(s), designated by the Client. Data backups are performed daily, weekly, monthly and annually. As a way to help reduce the space on the cloud, Orion Software will keep back-ups for 2 years of your Data on separate disks and delete any files (File attachments, e-signature, photos and emails) related to transactions completed and in history that are more than 12 months old.
- LIMITATION OF ORION SOFTWARE’S WARRANTY
Orion Software's and its third party providers’ liability for negligence, breach of contract, tort or other causes of action, including fundamental breach, to the extent permitted by applicable laws is limited to payment, upon request, for actual and direct damages of a maximum amount equal to the charge paid by You to Orion Software for the services that caused the direct damages not to exceed the amount equal to one (1) month. Other than the foregoing payment and to the extent permitted by applicable law, under no circumstances shall Orion Software (Or its Third party providers) be liable to You or any third party for any damages, including direct, indirect, special consequential, incidental, economic, exemplary or punitive damages including loss of data, loss of income, loss of profit or failure to realize expected savings arising directly or indirectly from Orion Software (or its providers) negligence or breach of contract (including fundamental breach or otherwise).
SCHEDULE A
Monthly Standard Support Services: Includes the technical support to ensure the normal usage of the services. Price X (may vary by customer)$/user/mth.
Hosting prices: Include access to the cloud infrastructure with the Sirius entreprise suite of applications.
Monthly Elite Support Services: Includes the technical support and covers the “How to” questions, also called simple training requests, the configuration questions or analysis, development request analysis and an Elite service level. The Elite Service level is defined by a faster response time on ticket opened in addition to a monthly review of the tickets through the portal with senior business analyst. Price: X$ (May vary by customer/user/month.
Extra Data storage: As part of this agreement, the CLIENT accept the extra Data Storage fees of 2.50$/Gig/month for disk space of 50 Gigs.
Additional fees: Additional fees will be charged for Work requests approved by the client.