Common use of Maintenance Services Clause in Contracts

Maintenance Services. 8.1 With effect from the Commencement Date, for the duration of this Agreement and subject to payment of the Licence Fee by the Customer, SDSD provide in respect of each of the Product such level of Maintenance Services as shall be indicated in the Proposal. 8.2 The Maintenance Services will be provided during the Maintenance Hours. All time spent in providing any Maintenance Services outside the Maintenance Hours will incur additional Charges which will be invoiced to the Customer in the manner set out in clause 8.11. 8.3 SDSD use its reasonable endeavours to provide the Maintenance Services promptly having regard to the availability of personnel, necessary supplies and facilities and commitments to other customers but any dates quoted for commencement or completion of any part of the Maintenance Services are estimates only and time will not be of the essence of this Agreement. 8.4 Maintenance Services shall comprise any or all of the following: 8.4.1 advice by telephone or email on the Use of the Product; 8.4.2 information and advice by telephone or email on forthcoming new Releases of the Product; 8.4.3 upon request by the Customer the diagnosis of faults in the Product and the rectification of such faults (remotely or by attendance at the Location as determined by SDSD) by the issue of fixes in respect of the Product [and the making of all necessary consequential amendments (if any) to the Documentation]; 8.4.4 the creation and despatch to the Customer from time to time at the SDSD’s sole discretion of fixes in respect of the Product; 8.4.5 the creation and despatch to the Customer from time to time at SDSD’s sole discretion of a new Release of the Product or a new version of the Documentation. 8.5 Any corrected or modified versions of the Product or Documentation or new Releases of the Product supplied to the Customer pursuant to the Maintenance Services will be deemed to form part of the Licensed Materials and be subject to this Agreement. 8.6 The Customer shall:- 8.6.1 use only the Current Release; 8.6.2 not alter, adapt or modify the Product in any way nor permit the Product to be combined with any other programs; 8.6.3 reasonably co-operate with SDSD’s personnel in the diagnosis, investigation and correction of any fault in the Product; 8.6.4 provide SDSD with dedicated 24-hour remote diagnostic access to the Equipment. The type of access and line speed provided by the Customer for this purpose shall be approved by SDSD. Any costs and charges incurred shall be borne solely by the Customer; 8.6.5 make available to SDSD free of charge all information, facilities and services reasonably required by SDSD to enable SDSD to perform the Maintenance Services; 8.6.6 promptly notify SDSD and supply to SDSD a detailed description of any fault requiring Maintenance Services and the circumstances in which it arose forthwith upon becoming aware of the same. 8.7 Maintenance Services shall not include the diagnosis and rectification of any fault resulting from: 8.7.1 the improper use operation or neglect of either the Licensed Materials or the Equipment; 8.7.2 the modification of any of the Products or their merger (in whole or in part) with any other programs or software; 8.7.3 the Use of the Products on equipment other than the Equipment; 8.7.4 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by SDSD; 8.7.5 any repair adjustment alteration or modification of the Products by any person other than SDSD without SDSD’s prior written consent; 8.7.6 any breach by the Customer of any of its obligations under any maintenance agreement in respect of the Equipment; 8.7.7 the Customer’s failure to install and Use upon the Equipment in substitution for the previous Release any new Release of the Product within 30 days of receipt of the same; or 8.7.8 the use of the Product(s) for a purpose for which they were not designed. 8.8 Subject to clause 8.9, SDSD shall upon request by the Customer provide the Maintenance Services notwithstanding that the fault results from any of the circumstances described in clause 8.7. SDSD shall in such circumstances be entitled to levy additional Charges in the manner set out in clause 8.11. 8.9 SDSD may withdraw the provision of the Maintenance Services in relation to a previous Release of the Product upon giving to the Customer no less than 90 days’ prior written notice, and the Customer shall cease using such previous Release and all related Licensed Materials upon expiry of such notice and use the new Release. In the event that a Customer cannot run a new Release by virtue of their hardware/operating system being incompatible with the Release then this Agreement shall automatically terminate at the time when the Licence Fee would otherwise be payable. Upon termination the provisions of clause 14 shall apply. 8.10 To the extent reasonably required by SDSD after the Customer’s installation and acceptance of a new Release in accordance with clause 4.2, the Customer will either return the previous Release and related Documentation, including all copies to SDSD or destroy the same and certify such destruction in writing to SDSD. 8.11 Additional Charges shall be levied by SDSD monthly in arrears and shall be paid by the Customer within 30 days following the date of SDSD’s invoice.

Maintenance Services. 8.1 With effect from the Commencement Date, for the duration of this Agreement and subject to payment of the Licence Fee by the Customer, SDSD provide in respect of each of the Product such level of Maintenance Services as 6.1 The Licensor shall be indicated in the Proposal. 8.2 The Maintenance Services will be provided during the Maintenance Hours. All time spent in providing any Maintenance Services outside the Maintenance Hours will incur additional Charges which will be invoiced to the Customer in the manner set out in clause 8.11. 8.3 SDSD use its reasonable endeavours to provide the Maintenance Services promptly having regard to the availability of personnel, necessary supplies and facilities and commitments to other customers but any dates quoted for commencement or completion of any part of User [during the Maintenance Services are estimates only and time will not be of the essence of this AgreementTerm]. 8.4 Maintenance Services 6.2 The Licensor shall comprise any or all of the following: 8.4.1 advice by telephone or email on the Use of the Product; 8.4.2 information and advice by telephone or email on forthcoming new Releases of the Product; 8.4.3 upon request by the Customer the diagnosis of faults in the Product and the rectification of such faults (remotely or by attendance at the Location as determined by SDSD) by the issue of fixes in respect of the Product [and the making of all necessary consequential amendments (if any) to the Documentation]; 8.4.4 the creation and despatch to the Customer from time to time at the SDSD’s sole discretion of fixes in respect of the Product; 8.4.5 the creation and despatch to the Customer from time to time at SDSD’s sole discretion of a new Release of the Product or a new version of the Documentation. 8.5 Any corrected or modified versions of the Product or Documentation or new Releases of the Product supplied to the Customer pursuant to the Maintenance Services will be deemed to form part of the Licensed Materials and be subject to this Agreement. 8.6 The Customer shall:- 8.6.1 use only the Current Release; 8.6.2 not alter, adapt or modify the Product in any way nor permit the Product to be combined with any other programs; 8.6.3 reasonably co-operate with SDSD’s personnel in the diagnosis, investigation and correction of any fault in the Product; 8.6.4 provide SDSD with dedicated 24-hour remote diagnostic access to the Equipment. The type of access and line speed provided by the Customer for this purpose shall be approved by SDSD. Any costs and charges incurred shall be borne solely by the Customer; 8.6.5 make available to SDSD free of charge all information, facilities and services reasonably required by SDSD to enable SDSD to perform the Maintenance Services; 8.6.6 promptly notify SDSD and supply to SDSD a detailed description of any fault requiring Maintenance Services and the circumstances in which it arose forthwith upon becoming aware of the same. 8.7 Maintenance Services shall not include the diagnosis and rectification of any fault resulting from: 8.7.1 the improper use operation or neglect of either the Licensed Materials or the Equipment; 8.7.2 the modification of any of the Products or their merger (in whole or in part) with any other programs or software; 8.7.3 the Use of the Products on equipment other than the Equipment; 8.7.4 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by SDSD; 8.7.5 any repair adjustment alteration or modification of the Products by any person other than SDSD without SDSD’s prior written consent; 8.7.6 any breach by the Customer of any of its obligations under any maintenance agreement in respect of the Equipment; 8.7.7 the Customer’s failure to install and Use upon the Equipment in substitution for the previous Release any new Release of the Product within 30 days of receipt of the same; or 8.7.8 the use of the Product(s) for a purpose for which they were not designed. 8.8 Subject to clause 8.9, SDSD shall upon request by the Customer provide the Maintenance Services notwithstanding [with reasonable skill and care] OR [in accordance with the standards of skill and care reasonably expected from a leading service provider in the Licensor's industry] OR [[specify standard(s)]]. 6.3 The Licensor warrants to the User that the fault results from application of Updates and Upgrades to the Software by the Licensor will not introduce any Software Defects into the Software. 6.4 The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the User in accordance with the instructions of the circumstances described in clause 8.7. SDSD shall in such circumstances be entitled to levy additional Charges in Licensor will not introduce any Software Defects into the manner set out in clause 8.11Software. 8.9 SDSD 6.5 The Licensor may withdraw suspend the provision of the Maintenance Services in relation if any amount due to a previous Release of the Product upon giving to the Customer no less than 90 days’ prior written notice, and the Customer shall cease using such previous Release and all related Licensed Materials upon expiry of such notice and use the new Release. In the event that a Customer cannot run a new Release by virtue of their hardware/operating system being incompatible with the Release then this Agreement shall automatically terminate at the time when the Licence Fee would otherwise be payable. Upon termination the provisions of clause 14 shall apply. 8.10 To the extent reasonably required by SDSD after the Customer’s installation and acceptance of a new Release in accordance with clause 4.2, the Customer will either return the previous Release and related Documentation, including all copies to SDSD or destroy the same and certify such destruction in writing to SDSD. 8.11 Additional Charges shall be levied by SDSD monthly in arrears and shall be paid by the Customer within User to the Licensor under this XXXX is overdue, and the Licensor has given to the User at least [30 days days'] written notice, following the date amount becoming overdue, of SDSD’s invoiceits intention to suspend the Maintenance Services on this basis. 6.6 [Either party may terminate the Maintenance Services by giving to the other party] OR [The Licensor may terminate the Maintenance Services by giving to the User] OR [The User may terminate the Maintenance Services by giving to the Licensor] at least [30 days'] written notice[ expiring on or at any time after the first anniversary of the Effective Date]. 6.7 If the Licensor stops or makes a good faith decision to stop providing maintenance services in relation to the Software to its customers generally, then the Licensor may terminate the Maintenance Services by giving at least [90 days'] written notice of termination to the User. 6.8 If the Maintenance Services are terminated in accordance with the provisions of this Clause 6: (a) the User must pay to the Licensor any outstanding Charges in respect of Maintenance Services provided to the User before the termination of the Maintenance Services; (b) the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Maintenance Services that were to be provided to the User after the termination of the Maintenance Services; and (c) the provisions of this Clause 6, excluding this Clause 6.8, shall cease to apply, but the other provisions of this XXXX will continue notwithstanding such termination.

Maintenance Services. 8.1 With effect from the Commencement Date, for the duration 12.4.1 Irrespective of this Agreement and subject to payment any warranty claims of the Licence Fee Customer, MAGMA will remedy errors in the "Standard Software" reported by the Customer. 12.4.2 MAGMA will adapt the "Standard Software" in its current state, SDSD provide in respect which results from the product description, to changing legal or technical standards within a reasonable period of each time during the term of the Product such level contract. Adjustments of Maintenance Services as shall be indicated in the Proposal. 8.2 The Maintenance Services will be provided during interfaces, which become necessary within the Maintenance Hours. All time spent in providing any Maintenance Services outside the Maintenance Hours will incur additional Charges which will be invoiced scope of changes to the Customer in "Standard Software", are covered by the manner set out in clause 8.11. 8.3 SDSD use its reasonable endeavours to provide maintenance fees; configuration and setup of the Maintenance Services promptly having regard interface are the responsibility of the Customer. The "Standard Software" will also be adapted to the availability usual patches of personnel, necessary supplies and facilities and commitments the required "System Environment". Independent adaptations to other customers but any dates quoted for commencement or completion the operating system may only be made by the Customer after prior approval by MAGMA. Further adaptations to user requirements resulting from individual requirements of any the Customer are not part of the Maintenance Services service owed according to this provision, unless they are estimates only listed in the individual contract. 12.4.3 The Customer can reject the service if it does not have the same compatibility and time will not be functionality as the replaced program, i.e. to the disadvantage of the essence of this Agreement. 8.4 Maintenance Services shall comprise any or all Customer it deviates considerably from the agreed target state of the following: 8.4.1 advice product description, amended by telephone corresponding release notes. The right of rejection shall also apply if the update to an offered "Release", "Patch" or email on the Use of the Product; 8.4.2 information and advice by telephone or email on forthcoming new Releases of the Product; 8.4.3 upon request by "Hotfix" would be associated with unreasonable costs for the Customer the diagnosis of faults in the Product and the rectification of such faults (remotely or by attendance at the Location as determined by SDSD) by the issue of fixes in respect of the Product [and the making of all necessary consequential amendments (if any) to the Documentation]; 8.4.4 the creation and despatch to the Customer which results directly from time to time at the SDSD’s sole discretion of fixes in respect of the Product; 8.4.5 the creation and despatch to the Customer from time to time at SDSD’s sole discretion of a new Release of the Product or a new version of the Documentation. 8.5 Any corrected or modified versions of the Product or Documentation or new Releases of the Product supplied to the Customer pursuant to the Maintenance Services will be deemed to form part of the Licensed Materials and be subject to this Agreement. 8.6 The Customer shall:- 8.6.1 use only the Current Release; 8.6.2 not alter, adapt or modify the Product in any way nor permit the Product to be combined with any other programs; 8.6.3 reasonably co-operate with SDSD’s personnel in the diagnosis, investigation and correction of any fault in the Product; 8.6.4 provide SDSD with dedicated 24-hour remote diagnostic access to the Equipment. The type of access and line speed provided by the Customer for this purpose shall be approved by SDSD. Any costs and charges incurred shall be borne solely by the Customer; 8.6.5 make available to SDSD free of charge all information, facilities and services reasonably required by SDSD to enable SDSD to perform the Maintenance Services; 8.6.6 promptly notify SDSD and supply to SDSD a detailed description of any fault requiring Maintenance Services and the circumstances in which it arose forthwith upon becoming aware of the same. 8.7 Maintenance Services shall not include the diagnosis and rectification of any fault resulting from: 8.7.1 the improper use operation or neglect of either the Licensed Materials or the Equipment; 8.7.2 the modification of any the software. 12.4.4 Adaptations to legal changes (the same applies to changes in case law), which the "Standard Software" must take into account, must be implemented within six months of the Products or their merger (in whole or in part) with any other programs or software; 8.7.3 the Use announcement of the Products on equipment other than legal change, including the Equipment;times for installation and testing of the new software. If it is obvious to MAGMA that this deadline cannot be met because MAGMA does not have the necessary resources, MAGMA must inform the Customer two months after notification of the change of the legal regulation. 8.7.4 12.4.5 Adjustments to a changed technical system environment, which are necessary for the failure operation of the "Standard Software", are permanently made by MAGMA. Adjustments must be made here within reasonable periods of time. MAGMA is responsible solely for the compatibility to a system environment, which is either specified in the release notes or is reflected by the Customer to implement recommendations in respect of or solutions to faults previously advised by SDSD; 8.7.5 any repair adjustment alteration or modification proven and reliable state of the Products art. 12.4.6 The "Standard Software" supplied by any person other than SDSD without SDSD’s prior written consent; 8.7.6 any breach MAGMA has partially existed for several years. It is not possible to continuously develop and maintain all older "Releases". MAGMA only develops "Releases" (including the respective associated components) that are compatible with either the current or the last previous "Release" of the "Standard Software". If the Customer refuses to change to a more current "Release" and still wishes to continue using MAGMA maintenance services for this release, the services required to maintain the functionality of the software are no longer covered by the Customer of any of its obligations under any maintenance agreement in respect of fee or the Equipment; 8.7.7 the Customer’s failure to install software rental fee, but must be agreed, ordered and Use upon the Equipment in substitution paid for the previous Release any new Release of the Product within 30 days of receipt of the same; or 8.7.8 the use of the Product(s) for a purpose for which they were not designedseparately. 8.8 Subject to clause 8.9, SDSD shall upon request by the Customer provide the Maintenance Services notwithstanding that the fault results from any of the circumstances described in clause 8.7. SDSD shall in such circumstances be entitled to levy additional Charges in the manner set out in clause 8.11. 8.9 SDSD may withdraw the provision of the Maintenance Services in relation to a previous Release of the Product upon giving to the Customer no less than 90 days’ prior written notice, and the Customer shall cease using such previous Release and all related Licensed Materials upon expiry of such notice and use the new Release. In the event that a Customer cannot run a new Release by virtue of their hardware/operating system being incompatible with the Release then this Agreement shall automatically terminate at the time when the Licence Fee would otherwise be payable. Upon termination the provisions of clause 14 shall apply. 8.10 To the extent reasonably required by SDSD after the Customer’s installation and acceptance of a new Release in accordance with clause 4.2, the Customer will either return the previous Release and related Documentation, including all copies to SDSD or destroy the same and certify such destruction in writing to SDSD. 8.11 Additional Charges shall be levied by SDSD monthly in arrears and shall be paid by the Customer within 30 days following the date of SDSD’s invoice.

Maintenance Services. 8.1 9.1 With effect from the Commencement Date, for the duration of this Agreement and subject to payment of the Licence Fee by the Customer, SDSD provide in respect of each of the Product such level of Maintenance Services as shall be indicated in the Proposal. 8.2 9.2 The Maintenance Services will be provided during the Maintenance Hours. All time spent in providing any Maintenance Services outside the Maintenance Hours will incur additional Charges which will be invoiced to the Customer in the manner set out in clause 8.119.11. 8.3 9.3 SDSD use its reasonable endeavours to provide the Maintenance Services promptly having regard to the availability of personnel, necessary supplies and facilities and commitments to other customers but any dates quoted for commencement or completion of any part of the Maintenance Services are estimates only and time will not be of the essence of this Agreement. 8.4 9.4 Maintenance Services shall comprise any or all of the following: 8.4.1 9.4.1 advice by telephone or email on the Use of the Product; 8.4.2 9.4.2 information and advice by telephone or email on forthcoming new Releases of the Product; 8.4.3 9.4.3 upon request by the Customer the diagnosis of faults in the Product and the rectification of such faults (remotely or by attendance at the Location as determined by SDSD) by the issue of fixes in respect of the Product [and the making of all necessary consequential amendments (if any) to the Documentation]; 8.4.4 9.4.4 the creation and despatch to the Customer from time to time at the SDSD’s sole discretion of fixes in respect of the Product; 8.4.5 9.4.5 the creation and despatch to the Customer from time to time at SDSD’s sole discretion of a new Release of the Product or a new version of the Documentation. 8.5 9.5 Any corrected or modified versions of the Product or Documentation or new Releases of the Product supplied to the Customer pursuant to the Maintenance Services will be deemed to form part of the Licensed Materials and be subject to this Agreement. 8.6 9.6 The Customer shall:- 8.6.1 9.6.1 use only the Current Release; 8.6.2 9.6.2 not alter, adapt or modify the Product in any way nor permit the Product to be combined with any other programs; 8.6.3 9.6.3 reasonably co-operate with SDSD’s personnel in the diagnosis, investigation and correction of any fault in the Product; 8.6.4 9.6.4 provide SDSD with dedicated 24-hour remote diagnostic access to the Equipment. The type of access and line speed provided by the Customer for this purpose shall be approved by SDSD. Any costs and charges incurred shall be borne solely by the Customer; 8.6.5 9.6.5 make available to SDSD free of charge all information, facilities and services reasonably required by SDSD to enable SDSD to perform the Maintenance Services; 8.6.6 9.6.6 promptly notify SDSD and supply to SDSD a detailed description of any fault requiring Maintenance Services and the circumstances in which it arose forthwith upon becoming aware of the same. 8.7 9.7 Maintenance Services shall not include the diagnosis and rectification of any fault resulting from: 8.7.1 9.7.1 the improper use operation or neglect of either the Licensed Materials or the Equipment; 8.7.2 9.7.2 the modification of any of the Products or their merger (in whole or in part) with any other programs or software; 8.7.3 9.7.3 the Use of the Products on equipment other than the Equipment; 8.7.4 9.7.4 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by SDSD; 8.7.5 9.7.5 any repair adjustment alteration or modification of the Products by any person other than SDSD without SDSD’s prior written consent; 8.7.6 9.7.6 any breach by the Customer of any of its obligations under any maintenance agreement in respect of the Equipment; 8.7.7 9.7.7 the Customer’s failure to install and Use upon the Equipment in substitution for the previous Release any new Release of the Product within 30 days of receipt of the same; or 8.7.8 9.7.8 the use of the Product(s) for a purpose for which they were not designed. 8.8 9.8 Subject to clause 8.99.9, SDSD shall upon request by the Customer provide the Maintenance Services notwithstanding that the fault results from any of the circumstances described in clause 8.79.7. SDSD shall in such circumstances be entitled to levy additional Charges in the manner set out in clause 8.119.11. 8.9 9.9 SDSD may withdraw the provision of the Maintenance Services in relation to a previous Release of the Product upon giving to the Customer no less than 90 days’ prior written notice, and the Customer shall cease using such previous Release and all related Licensed Materials upon expiry of such notice and use the new Release. In the event that a Customer cannot run a new Release by virtue of their hardware/operating system being incompatible with the Release then this Agreement shall automatically terminate at the time when the Licence Fee would otherwise be payable. Upon termination the provisions of clause 14 15 shall apply. 8.10 9.10 To the extent reasonably required by SDSD after the Customer’s installation and acceptance of a new Release in accordance with clause 4.25.2, the Customer will either return the previous Release and related Documentation, including all copies to SDSD or destroy the same and certify such destruction in writing to SDSD. 8.11 9.11 Additional Charges shall be levied by SDSD monthly in arrears and shall be paid by the Customer within 30 days following the date of SDSD’s invoice.