Common use of OUR COMMITMENT TO YOU Clause in Contracts

OUR COMMITMENT TO YOU. a. For one year from the date this agreement starts or during any period of free support (where appropriate) we will supply the support to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential any such information you let us have. When you contact us by telephone we will use caller recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. b. On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for a further period of one year. Before the end of your current support subscription period, we will send you our invoice setting out the applicable renewal fees. Unless you tell us that you do not wish to renew your support subscription before the end of your current subscription period we will renew your support subscription for a further period of one year and you must pay the renewal fees to us in full as set out in our invoice. If you fail to tell us before your renewal date that you do not wish to renew your support subscription or if you use any part of the support services after the renewal date you agree that we will be entitled to assume that you are happy with our invoice and that you agree to the renewal of your annual support subscription. You may upgrade your support subscription at any time subject to you paying to us any additional fees. You may only downgrade your support subscription at the end of your current subscription period (i.e. the downgrade will only apply to the new subscription period). c. We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption. d. Software support We will give you software support covering problems you may have using the software which may be given by way of telephone, email, web chat, fax, post, remote assistance and self-help online support (depending on whether your subscription includes that manner of software support). Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third party software or other equipment used with the software. Software support is available during the hours set out in the supporting documentation describing your support subscription. To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If we provide you with remote assistance, you agree to accept a software file onto your computer system(s) (where necessary) to allow us to provide that assistance and understand that by doing so we will be temporarily able to control your computer. You will be able to see everything that we can see and you will be able to see what we do. You need to make sure that you close down any confidential information or programs which are running on your computer which do not relate to the support we are providing if you do not want us to see it. At any point during the period that we are in control of your computer, you can ask us to stop the session. e. Software updates and upgrades You agree to promptly install and use any 'updates' we may issue to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). Depending on the level of support you have subscribed for, we may choose to supply you at no extra charge with any 'upgrades' we make to the software during the period of your subscription, which you agree to promptly install and use (an upgrade is a major revision to the software which adds new or different functions or capabilities to the software, which we refer to as a 'new version' of the software). The terms of your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be). f. Business information and business advice Where your support subscription includes it we will provide you with: • free access to the section of our website (xxx.xxxx.xx.xx) which contains information and documents about human resources, health and safety and other issues we may notify you of which are relevant to your business (business information); and • access to business advice about human resources, health and safety and other notified issues relevant to your business (business advice) via our telephone and e-mail helpline (the business advice helpline) available during our normal office hours. You must only use the business information and business advice for your legitimate business purposes. You can see and download the business information and make any copies you reasonably need for your employees who may need to have the business information to do their work for you. However, you must not remove or alter any copyright, notices, trademarks or other notices we may put on the business information. You must not use business information or business advice in any way other than as set out in this agreement and the relevant documents, or as allowed by us in writing. In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, business advice, our website or any other materials you receive from us, or use business information or business advice for any illegal purpose. g. What you need to know when using business information and business advice • The business information and business advice is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you contact the business advice helpline (if you have subscribed to it) and also get your own legal advice if you have any questions about an issue set out in business information. • If you sign and use any document forming part of the business information without first calling the business advice helpline (if you have subscribed to it) and getting your own legal advice, you do so entirely at your own risk. If you are re-using any document you have previously used, you should (in addition to calling the business advice helpline (if you have subscribed to it) and getting your own legal advice) check our website to see if that document or any related material has been updated. • When preparing and updating our business information and business advice we will do everything reasonably possible to make sure it is correct and up to date. h. We endeavour to keep a record of all business advice we give to you via the business advice helpline using appropriate recording technology and by our advisers making notes whilst giving you that advice. We also keep a record of all letters, emails, ask-the-expert responses and email follow-ups to business advice we send to or receive from you, as well as all online activity, including web pages viewed and documents downloaded by you. i. We will let you know if your subscription includes the right to ask us to prepare a report consisting of case notes and online activity, to demonstrate compliance with the advice provided (a compliance trail) j. We will let you know if your subscription includes the right to receive information and advice about employment issues that may arise from pre-employment through to the end of the employment relationship (employment advice). The supply of employment advice does not include: • advice and guidance about matters arising after the end of the employment relationship; or acting on your behalf before any court or similar body set up to resolve employment disputes. If we supply employment advice on a matter that results in a hearing before a court or similar body set up to resolve employment disputes, we can let you have a compliance trail for that matter. We will not prepare any other documents for your use at or before that hearing, but will, if possible, let you have our opinion of the merits of a case on which we have provided employment advice. k. We will let you know if your subscription includes the right to access general advice and guidance about compromise agreements and the circumstances in which they are used. Compromise agreements are legally binding documents which set out the terms on which an employer and an employee agree to the end of that employee's employment, and require tailoring and legal expertise to ensure that they are suitable for the specific circumstances. We do not provide standard compromise agreements or advice and guidance in respect of your own compromise agreements. l. We will tell you if your subscription includes the opportunity to participate in webinars from time to time (by this we mean the ability to participate in virtual seminars over the Internet). If your subscription includes this feature, then you acknowledge that from time to time webinars may be cancelled or that you might not be able to participate in particular webinars (for example if capacity for a webinar has been reached). Webinars rely on Internet connectivity so we cannot guarantee that access will be uninterrupted and, accordingly, you agree that we won't be responsible if you are unable to participate in a webinar for any reason. m. Access to support and our website • We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. • We will do everything reasonably possible to make sure that the sections of our website which contain business information and/or business advice are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. • We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). • From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours. • We may stop providing access to our website at any time on giving you one working day's notice by email or by withdrawing the website, in which case this Agreement will terminate. n. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support, the business information, the business advice and the business advice helpline (where appropriate). Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support, the business information, the business advice and the business advice helpline (where appropriate) would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Appears in 1 contract

Samples: Membership Agreement

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OUR COMMITMENT TO YOU. a. For one year from the date this agreement starts or during any period of free support (where appropriate) covered by the subscription, we will supply the support services to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential any such information you let us have. When you contact us by telephone we will use our caller recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. b. On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for a further period of one year. Before the end of your current support subscription period, we will send you our invoice setting out the applicable renewal fees. Unless you tell us that you do not wish to renew your support subscription before the end of your current subscription period subscription, we will automatically renew your support subscription for a further period of one year and you must pay the renewal fees to us in full as set out in our invoicesubscription. If you fail to tell us before your renewal date that you do not wish to renew your support subscription or if you use any part of the support services after the renewal date you agree that we will be entitled to assume that you are happy with our invoice and that you agree to the renewal of your annual support subscription. You may upgrade your In the event that you decide to subscribe annually to our support services mid-year then the subscription at any time subject to you paying to us any additional fees. You may only downgrade your support subscription at amount due will be calculated and invoiced pro-rata from the end date of your current subscription period (i.e. the downgrade will only apply to the new subscription period)subscription. c. We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement agreement, but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption. d. Support Services We will provide support for the EasyPay software by telephone, email, remote online support, webchat and only if expressly required by you on site, depending on your requirements. d. We will deal with all support requests via the Rock IT Support Helpdesk. The email and telephone numbers for the help desk can be found on our website. We will provide support during business hours 9 am to 5 pm CET, from Monday to Friday inclusive during the subscription period, except Public and Bank Holidays as confirmed by the Government of Gibraltar. We will provide priority for your support requests over other customers’ requests from customers who are not contracted to us or subscribers to the EasyPay Enhanced Subscription. We will agree a priority with you for any support request raised of Low, Medium or High. Typically, a High Priority request will be defined as a system issue preventing the processing of payroll for most employees, and no alternative commercially viable workaround exists. A medium priority request would be a significant problem impacting payroll operations, where a viable workaround does exist. A low priority request would be a problem which does not significantly impact overall payroll operations so there is no immediate need for a solution. The number of support or development hours per month that are included within the provisions of this Agreement will depend on which subscription level has been invoiced which will have been selected by you upon subscription of the service (price details which can be found on the relevant page of our website) Level 1 includes up to 2 hours of support per month. Level 2 includes up to 3 hours of support or development per month. Level 3 includes up to 6 hours of support or development per month. For High priority support requests, we agree to respond within 24 hours. (If you subscribe to a Level 3 agreement, we will respond to High Priority requests within 12 hours.) For Medium priority support requests, we agree to respond within 48 hours. For Low support requests, we agree to respond within 72 Hours. We shall use all commercially reasonable efforts to resolve all support issues/errors as soon as possible and within 72 hours in the case of any high priority/critical issues, 5 days for medium issues and 7 days for low support issues. We will keep you informed of EasyPay updates and ensure that your systems are updated. We will provide all assistance required to update your systems for new updates as part of this agreement. We also agree to assist you with any installation issues that you may encounter. The cost of time assisting with installation or update issues is included within this Agreement. We will log all support requests in a central help desk system. Each issue will be assigned a ticket number and will be logged. We will provide access to our help desk system for you to record and track the progress of your support tickets within our system. e. Additional support benefits For customers subscribing to Level 3 of the Enhanced Subscription service, we shall also offer the following additional benefits:  We shall name one employee to act as the Rock IT Support Contact between us and you. This person will be responsible for ensuring your support requests are followed up. A direct telephone number and email address will be provided for this contact. We will provide prior written notification to you should this contact’s details change during the subscription period.  We will, on a best endeavour’s basis, respond to after-hours support calls made to our after-hours support number. Note: This Agreement does not include any guarantee of after-hours support services, but we guarantee that we will respond the next working day in respect of any urgent calls received after hours and which we do not respond to at the time of receipt.  We will provide a 10% discount on our regular advertised support and development rates to you. f. Software support We will give you provide software support covering problems that you may have using the software which may be given by way of telephone, email, web chat, fax, post, remote assistance and self-help online support (depending on whether your subscription includes that manner of software support). Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third other hardware or third-party software or other equipment used with the software. Software support is available during the hours set out in the supporting documentation describing your support subscription. To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If we provide you with offer remote assistance, and you accept, you agree to accept a software file program onto your computer system(s) (where necessary) to allow us to provide that assistance and understand that by doing so we will be temporarily able to control your computer. You will be able to see everything that we can see see, and you will be able to see what we do. You need to make sure that you close shut down any confidential information or programs which are running on your computer which do not relate to the support we are providing if you do not want us to see it. In the event that you disclose to us confidential information we will abide by the requirements of the Data Protection Act and not divulge such information unless legally compelled to do so (by judicial or administrative order, depositions, interrogatory, subpoena, civil investigative demand or similar process), provided that you provide us with prompt prior written notice of such requirement (unless prohibited by any applicable law or regulation). You agree that if we appoint any sub- contractor, then we may disclose confidential information to such sub-contractor subject to such sub-contractor giving you an undertaking in similar terms to the provisions of this Clause. The foregoing obligations as to confidentiality shall survive any termination of this Agreement. At any point during the period that we are in control of your computer, you can ask us to stop the session. We shall comply with any of your security requests in the case of online access to your system/server/environments or onsite physical access. We shall during the period of the Agreement, provide the Services in a satisfactory and proper manner using all reasonable skill and care in accordance with this Agreement and applicable laws, and shall use all reasonable endeavours to promote the interests and business of the Customer. e. Software g. Subscription, updates and upgrades backups You agree to ensure that any required subscription or license fees for the EasyPay software are paid promptly. We will only provide support for EasyPay software where the subscription fees are paid up in full. You agree to promptly install and use any 'EasyPay software updates' we . Updates may issue be a fix for known problems or an update to legislation. We reserve the right to provide support only for the latest version of the EasyPay software without any modification. You agree to keep backups of the EasyPay software and your data. We shall not be liable to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). Depending on the level of support you have subscribed for, we may choose to supply you at no extra charge with any 'upgrades' we make to the software during the period of your subscription, which you agree to promptly install and use (an upgrade is a major revision to the software which adds new or different functions or capabilities to the software, which we refer to as a 'new version' of the software). The terms of your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be). f. Business information and business advice Where your support subscription includes it we will provide you with: • free access to the section of our website (xxx.xxxx.xx.xx) which contains information and documents about human resources, health and safety and other issues we may notify you of which are relevant to your business (business information); and • access to business advice about human resources, health and safety and other notified issues relevant to your business (business advice) via our telephone and e-mail helpline (the business advice helpline) available during our normal office hours. You must only use the business information and business advice for your legitimate business purposes. You can see and download the business information and make any copies you reasonably need for your employees who may need to have the business information to do their work for you. However, you must not remove or alter any copyright, notices, trademarks or other notices we may put on the business information. You must not use business information or business advice in any way other than as set out in this agreement and the relevant documents, or as allowed by us in writing. In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, business advice, our website or any other materials you receive from us, or use business information or business advice for any illegal purpose. g. What loss arising out of any failure by you need to know when using business information and business advice • The business information and business advice is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you contact the business advice helpline (if you have subscribed to it) and also get your own legal advice if you have any questions about an issue set out in business information. • If you sign and use any document forming part of the business information without first calling the business advice helpline (if you have subscribed to it) and getting your own legal advice, you do so entirely at your own risk. If you are re-using any document you have previously used, you should (in addition to calling the business advice helpline (if you have subscribed to it) and getting your own legal advice) check our website to see if that document or any related material has been updated. • When preparing and updating our business information and business advice we will do everything reasonably possible to make sure it is correct keep full and up to date. h. We endeavour to keep a record of all business advice we give to you via the business advice helpline using appropriate recording technology and by our advisers making notes whilst giving you that advice. We also keep a record of all letters, emails, ask-the-expert responses and email follow-ups to business advice we send to or receive from you, as well as all online activity, including web pages viewed and documents downloaded by you. i. We will let you know if your subscription includes the right to ask us to prepare a report consisting of case notes and online activity, to demonstrate compliance with the advice provided (a compliance trail) j. We will let you know if your subscription includes the right to receive information and advice about employment issues that may arise from pre-employment through to the end date backups of the employment relationship (employment advice). The supply of employment advice does not include: • advice computer programs and guidance about matters arising after the end of the employment relationship; or acting on your behalf before any court or similar body set up to resolve employment disputes. If we supply employment advice on a matter that results data in a hearing before a court or similar body set up to resolve employment disputes, we can let you have a compliance trail for that matter. We will not prepare any other documents for your use at or before that hearing, but will, if possible, let you have our opinion of the merits of a case on which we have provided employment adviceaccordance with best computing practice. k. We will let you know if your subscription includes the right to access general advice and guidance about compromise agreements and the circumstances in which they are used. Compromise agreements are legally binding documents which set out the terms on which an employer and an employee agree to the end of that employee's employment, and require tailoring and legal expertise to ensure that they are suitable for the specific circumstances. We do not provide standard compromise agreements or advice and guidance in respect of your own compromise agreements. l. We will tell you if your subscription includes the opportunity to participate in webinars from time to time (by this we mean the ability to participate in virtual seminars over the Internet). If your subscription includes this feature, then you acknowledge that from time to time webinars may be cancelled or that you might not be able to participate in particular webinars (for example if capacity for a webinar has been reached). Webinars rely on Internet connectivity so we cannot guarantee that access will be uninterrupted and, accordingly, you agree that we won't be responsible if you are unable to participate in a webinar for any reason. m. Access to support and our website • We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. • We will do everything reasonably possible to make sure that the sections of our website which contain business information and/or business advice are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. • We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). • From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours. • We may stop providing access to our website at any time on giving you one working day's notice by email or by withdrawing the website, in which case this Agreement will terminate. n. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support, the business information, the business advice and the business advice helpline (where appropriate). Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support, the business information, the business advice and the business advice helpline (where appropriate) would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Appears in 1 contract

Samples: Subscription Service Agreement

OUR COMMITMENT TO YOU. a. For one year from the date this agreement starts or during any period of free support (where appropriate) covered by the subscription, we will supply the support services to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential any such information you let us have. When you contact us by telephone we will use our caller recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. b. On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for a further period of one year. Before the end of your current support subscription period, we will send you our invoice setting out the applicable renewal fees. Unless you tell us that you do not wish to renew your support subscription before the end of your current subscription period subscription, we will automatically renew your support subscription for a further period of one year and you must pay the renewal fees to us in full as set out in our invoicesubscription. If you fail to tell us before your renewal date that you do not wish to renew your support subscription or if you use any part of the support services after the renewal date you agree that we will be entitled to assume that you are happy with our invoice and that you agree to the renewal of your annual support subscription. You may upgrade your In the event that you decide to subscribe annually to our support services mid-year then the subscription at any time subject to you paying to us any additional fees. You may only downgrade your support subscription at amount due will be calculated and invoiced pro-rata from the end date of your current subscription period (i.e. the downgrade will only apply to the new subscription period)subscription. c. We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement agreement, but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption. d. Support Services We will provide support for the EasyPay software by telephone, email, remote online support, webchat and only if expressly required by you on site, depending on your requirements. d. We will deal with all support requests via the Rock IT Support Helpdesk. The email and telephone numbers for the help desk can be found on our website. We will provide support during business hours 9 am to 5 pm CET, from Monday to Friday inclusive during the subscription period, except Public and Bank Holidays as confirmed by the Government of Gibraltar. We will provide priority for your support requests over other customers’ requests from customers who are not contracted to us or subscribers to the EasyPay Enhanced Subscription. We will agree a priority with you for any support request raised of Low, Medium or High. Typically, a High Priority request will be defined as a system issue preventing the processing of payroll for most employees, and no alternative commercially viable workaround exists. A medium priority request would be a significant problem impacting payroll operations, where a viable workaround does exist. A low priority request would be a problem which does not significantly impact overall payroll operations so there is no immediate need for a solution. The number of support or development hours per month that are included within the provisions of this Agreement will depend on which subscription level has been invoiced which will have been selected by you upon subscription of the service (price details which can be found on the relevant page of our website) Level 1 includes up to 1 hour of support per month. Level 2 includes up to 2 hours of support or development per month. Level 3 includes up to 5 hours of support or development per month. For High priority support requests, we agree to respond within 24 hours. (If you subscribe to a Level 3 agreement, we will respond to High Priority requests within 12 hours.) For Medium priority support requests, we agree to respond within 48 hours. For Low support requests, we agree to respond within 72 Hours. We shall use all commercially reasonable efforts to resolve all support issues/errors as soon as possible and within 72 hours in the case of any high priority/critical issues, 5 days for medium issues and 7 days for low support issues. We will keep you informed of EasyPay updates and ensure that your systems are updated. We will provide all assistance required to update your systems for new updates as part of this agreement. We also agree to assist you with any installation issues that you may encounter. The cost of time assisting with installation or update issues is included within this Agreement. We will log all support requests in a central help desk system. Each issue will be assigned a ticket number and will be logged. We will provide access to our help desk system for you to record and track the progress of your support tickets within our system. e. Additional support benefits For customers subscribing to Level 3 of the Enhanced Subscription service, we shall also offer the following additional benefits:  We shall name one employee to act as the Rock IT Support Contact between us and you. This person will be responsible for ensuring your support requests are followed up. A direct telephone number and email address will be provided for this contact. We will provide prior written notification to you should this contact’s details change during the subscription period.  We will, on a best endeavour’s basis, respond to after-hours support calls made to our after-hours support number. Note: This Agreement does not include any guarantee of after-hours support services, but we guarantee that we will respond the next working day in respect of any urgent calls received after hours and which we do not respond to at the time of receipt.  We will provide a 10% discount on our regular advertised support and development rates to you. f. Software support We will give you provide software support covering problems that you may have using the software which may be given by way of telephone, email, web chat, fax, post, remote assistance and self-help online support (depending on whether your subscription includes that manner of software support). Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third other hardware or third-party software or other equipment used with the software. Software support is available during the hours set out in the supporting documentation describing your support subscription. To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If we provide you with offer remote assistance, and you accept, you agree to accept a software file program onto your computer system(s) (where necessary) to allow us to provide that assistance and understand that by doing so we will be temporarily able to control your computer. You will be able to see everything that we can see see, and you will be able to see what we do. You need to make sure that you close shut down any confidential information or programs which are running on your computer which do not relate to the support we are providing if you do not want us to see it. In the event that you disclose to us confidential information we will abide by the requirements of the Data Protection Act and not divulge such information unless legally compelled to do so (by judicial or administrative order, depositions, interrogatory, subpoena, civil investigative demand or similar process), provided that you provide us with prompt prior written notice of such requirement (unless prohibited by any applicable law or regulation). You agree that if we appoint any sub- contractor, then we may disclose confidential information to such sub-contractor subject to such sub-contractor giving you an undertaking in similar terms to the provisions of this Clause. The foregoing obligations as to confidentiality shall survive any termination of this Agreement. At any point during the period that we are in control of your computer, you can ask us to stop the session. We shall comply with any of your security requests in the case of online access to your system/server/environments or onsite physical access. We shall during the period of the Agreement, provide the Services in a satisfactory and proper manner using all reasonable skill and care in accordance with this Agreement and applicable laws, and shall use all reasonable endeavours to promote the interests and business of the Customer. e. Software g. Subscription, updates and upgrades backups You agree to ensure that any required subscription or license fees for the EasyPay software are paid promptly. We will only provide support for EasyPay software where the subscription fees are paid up in full. You agree to promptly install and use any 'EasyPay software updates' we . Updates may issue be a fix for known problems or an update to legislation. We reserve the right to provide support only for the latest version of the EasyPay software without any modification. You agree to keep backups of the EasyPay software and your data. We shall not be liable to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). Depending on the level of support you have subscribed for, we may choose to supply you at no extra charge with any 'upgrades' we make to the software during the period of your subscription, which you agree to promptly install and use (an upgrade is a major revision to the software which adds new or different functions or capabilities to the software, which we refer to as a 'new version' of the software). The terms of your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be). f. Business information and business advice Where your support subscription includes it we will provide you with: • free access to the section of our website (xxx.xxxx.xx.xx) which contains information and documents about human resources, health and safety and other issues we may notify you of which are relevant to your business (business information); and • access to business advice about human resources, health and safety and other notified issues relevant to your business (business advice) via our telephone and e-mail helpline (the business advice helpline) available during our normal office hours. You must only use the business information and business advice for your legitimate business purposes. You can see and download the business information and make any copies you reasonably need for your employees who may need to have the business information to do their work for you. However, you must not remove or alter any copyright, notices, trademarks or other notices we may put on the business information. You must not use business information or business advice in any way other than as set out in this agreement and the relevant documents, or as allowed by us in writing. In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, business advice, our website or any other materials you receive from us, or use business information or business advice for any illegal purpose. g. What loss arising out of any failure by you need to know when using business information and business advice • The business information and business advice is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you contact the business advice helpline (if you have subscribed to it) and also get your own legal advice if you have any questions about an issue set out in business information. • If you sign and use any document forming part of the business information without first calling the business advice helpline (if you have subscribed to it) and getting your own legal advice, you do so entirely at your own risk. If you are re-using any document you have previously used, you should (in addition to calling the business advice helpline (if you have subscribed to it) and getting your own legal advice) check our website to see if that document or any related material has been updated. • When preparing and updating our business information and business advice we will do everything reasonably possible to make sure it is correct keep full and up to date. h. We endeavour to keep a record of all business advice we give to you via the business advice helpline using appropriate recording technology and by our advisers making notes whilst giving you that advice. We also keep a record of all letters, emails, ask-the-expert responses and email follow-ups to business advice we send to or receive from you, as well as all online activity, including web pages viewed and documents downloaded by you. i. We will let you know if your subscription includes the right to ask us to prepare a report consisting of case notes and online activity, to demonstrate compliance with the advice provided (a compliance trail) j. We will let you know if your subscription includes the right to receive information and advice about employment issues that may arise from pre-employment through to the end date backups of the employment relationship (employment advice). The supply of employment advice does not include: • advice computer programs and guidance about matters arising after the end of the employment relationship; or acting on your behalf before any court or similar body set up to resolve employment disputes. If we supply employment advice on a matter that results data in a hearing before a court or similar body set up to resolve employment disputes, we can let you have a compliance trail for that matter. We will not prepare any other documents for your use at or before that hearing, but will, if possible, let you have our opinion of the merits of a case on which we have provided employment adviceaccordance with best computing practice. k. We will let you know if your subscription includes the right to access general advice and guidance about compromise agreements and the circumstances in which they are used. Compromise agreements are legally binding documents which set out the terms on which an employer and an employee agree to the end of that employee's employment, and require tailoring and legal expertise to ensure that they are suitable for the specific circumstances. We do not provide standard compromise agreements or advice and guidance in respect of your own compromise agreements. l. We will tell you if your subscription includes the opportunity to participate in webinars from time to time (by this we mean the ability to participate in virtual seminars over the Internet). If your subscription includes this feature, then you acknowledge that from time to time webinars may be cancelled or that you might not be able to participate in particular webinars (for example if capacity for a webinar has been reached). Webinars rely on Internet connectivity so we cannot guarantee that access will be uninterrupted and, accordingly, you agree that we won't be responsible if you are unable to participate in a webinar for any reason. m. Access to support and our website • We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. • We will do everything reasonably possible to make sure that the sections of our website which contain business information and/or business advice are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. • We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). • From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours. • We may stop providing access to our website at any time on giving you one working day's notice by email or by withdrawing the website, in which case this Agreement will terminate. n. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support, the business information, the business advice and the business advice helpline (where appropriate). Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support, the business information, the business advice and the business advice helpline (where appropriate) would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Appears in 1 contract

Samples: Subscription Service Agreement

OUR COMMITMENT TO YOU. a. a For one year from the date this agreement starts or during any period of free support (where appropriate) we will supply the support to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential any such information you let us have. When you contact us by telephone we will use caller recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. b. . b On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for a further period of one year. Before the end of your current support subscription period, we will send you our invoice setting out the applicable renewal fees. Unless you tell us that you do not wish to renew your support subscription before the end of your current subscription period we will renew your support subscription for a further period of one year and you must pay the renewal fees to us in full as set out in our invoice. If you fail to tell us before your renewal date that you do not wish to renew your support subscription or if you use any part of the support services after the renewal date you agree that we will be entitled to assume that you are happy with our invoice in- voice and that you agree to the renewal of your annual support subscription. You may upgrade your support subscription at any time subject to you paying to us any additional fees. You may only downgrade down- grade your support subscription at the end of your current subscription period (i.e. the downgrade will only apply to the new subscription sub- scription period). c. . c We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption. d. Software support We will give you software support covering problems you may have using the software which may be given by way of telephone, email, web chat, fax, post, remote assistance and self-help online support (depending on whether your subscription includes that manner of software support). Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third party software or other equipment used with the software. Software support is available during the hours set out in the supporting documentation describing your support subscription. To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If we provide you with remote assistance, you agree to accept a software file onto your computer system(s) (where necessary) to allow us to provide that assistance and understand that by doing so we will be temporarily able to control your computer. You will be able to see everything that we can see and you will be able to see what we do. You need to make sure that you close down any confidential information or programs which are running on your computer which do not relate to the support we are providing if you do not want us to see it. At any point during the period that we are in control of your computer, you can ask us to stop the session. e. Software updates and upgrades You agree to promptly install and use any 'updates' we may issue to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). Depending on the level of support you have subscribed for, we may choose to supply you at no extra charge with any 'upgrades' we make to the software during the period of your subscription, which you agree to promptly install and use (an upgrade is a major revision to the software which adds new or different functions or capabilities to the software, which we refer to as a 'new version' of the software). The terms of your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be). f. Business information and business advice Where your support subscription includes it we will provide you with: • free access to the section of our website (xxx.xxxx.xx.xx) which contains information and documents about human resources, health and safety and other issues we may notify you of which are relevant to your business (business information); and • access to business advice about human resources, health and safety and other notified issues relevant to your business (business advice) via our telephone and e-mail helpline (the business advice helpline) available during our normal office hours. You must only use the business information and business advice for your legitimate business purposes. You can see and download the business information and make any copies you reasonably need for your employees who may need to have the business information to do their work for you. However, you must not remove or alter any copyright, notices, trademarks or other notices we may put on the business information. You must not use business information or business advice in any way other than as set out in this agreement and the relevant documents, or as allowed by us in writing. In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, business advice, our website or any other materials you receive from us, or use business information or business advice for any illegal purpose. g. What you need to know when using business information and business advice • The business information and business advice is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you contact the business advice helpline (if you have subscribed to it) and also get your own legal advice if you have any questions about an issue set out in business information. • If you sign and use any document forming part of the business information without first calling the business advice helpline (if you have subscribed to it) and getting your own legal advice, you do so entirely at your own risk. If you are re-using any document you have previously used, you should (in addition to calling the business advice helpline (if you have subscribed to it) and getting your own legal advice) check our website to see if that document or any related material has been updated. • When preparing and updating our business information and business advice we will do everything reasonably possible to make sure it is correct and up to date. h. We endeavour to keep a record of all business advice we give to you via the business advice helpline using appropriate recording technology and by our advisers making notes whilst giving you that advice. We also keep a record of all letters, emails, ask-the-expert responses and email follow-ups to business advice we send to or receive from you, as well as all online activity, including web pages viewed and documents downloaded by you. i. We will let you know if your subscription includes the right to ask us to prepare a report consisting of case notes and online activity, to demonstrate compliance with the advice provided (a compliance trail) j. We will let you know if your subscription includes the right to receive information and advice about employment issues that may arise from pre-employment through to the end of the employment relationship (employment advice). The supply of employment advice does not include: • advice and guidance about matters arising after the end of the employment relationship; or acting on your behalf before any court or similar body set up to resolve employment disputes. If we supply employment advice on a matter that results in a hearing before a court or similar body set up to resolve employment disputes, we can let you have a compliance trail for that matter. We will not prepare any other documents for your use at or before that hearing, but will, if possible, let you have our opinion of the merits of a case on which we have provided employment advice. k. We will let you know if your subscription includes the right to access general advice and guidance about compromise agreements and the circumstances in which they are used. Compromise agreements are legally binding documents which set out the terms on which an employer and an employee agree to the end of that employee's employment, and require tailoring and legal expertise to ensure that they are suitable for the specific circumstances. We do not provide standard compromise agreements or advice and guidance in respect of your own compromise agreements. l. We will tell you if your subscription includes the opportunity to participate in webinars from time to time (by this we mean the ability to participate in virtual seminars over the Internet). If your subscription includes this feature, then you acknowledge that from time to time webinars may be cancelled or that you might not be able to participate in particular webinars (for example if capacity for a webinar has been reached). Webinars rely on Internet connectivity so we cannot guarantee that access will be uninterrupted and, accordingly, you agree that we won't be responsible if you are unable to participate in a webinar for any reason. m. Access to support and our website • We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. • We will do everything reasonably possible to make sure that the sections of our website which contain business information and/or business advice are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. • We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). • From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours. • We may stop providing access to our website at any time on giving you one working day's notice by email or by withdrawing the website, in which case this Agreement will terminate. n. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support, the business information, the business advice and the business advice helpline (where appropriate). Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support, the business information, the business advice and the business advice helpline (where appropriate) would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Appears in 1 contract

Samples: Sagecover Membership Agreement

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OUR COMMITMENT TO YOU. a. For one year from the date this agreement starts or during any period of free support (where appropriate) we will supply the support to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential any such information you let us have. When you contact us by telephone we will use caller recognition technology to deal with your call in the most effective way. Please ensure you do not withhold your telephone number if you would like us to prioritise your call in this way. We also use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. b. On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for a further period of one year. Before the end of your current support subscription period, we will send you our invoice setting out the applicable renewal fees. Unless you tell us that you do not wish to renew your support subscription before the end of your current subscription period we will renew your support subscription for a further period of one year and you must pay the renewal fees to us in full as set out in our invoice. If you fail to tell us before your renewal date that you do not wish to renew your support subscription or if you use any part of the support services after the renewal date you agree that we will be entitled to assume that you are happy with our invoice and that you agree to the renewal of your annual support subscription. You may upgrade your support subscription at any time subject to you paying to us any additional fees. You may only downgrade your support subscription at the end of your current subscription period (i.e. the downgrade will only apply to the new subscription period). c. We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption. . d. Software support We will give you software support covering problems you may have using the software which may be given by way of telephone, email, web chat, fax, post, remote assistance and self-help online support (depending on whether your subscription includes that manner of software support). Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third party software or other equipment used with the software. Software support is available during the hours set out in the supporting documentation describing your support subscription. To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If we provide you with remote assistance, you agree to accept a software file onto your computer system(s) (where necessary) to allow us to provide that assistance and understand that by doing so we will be temporarily able to control your computer. You will be able to see everything that we can see and you will be able to see what we do. You need to make sure that you close down any confidential information or programs which are running on your computer which do not relate to the support we are providing if you do not want us to see it. At any point during the period that we are in control of your computer, you can ask us to stop the session. e. Software updates and upgrades You agree to promptly install and use any 'updates' we may issue to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). Depending on the level of support you have subscribed for, we may choose to supply you at no extra charge with any 'upgrades' we make to the software during the period of your subscription, which you agree to promptly install and use (an upgrade is a major revision to the software which adds new or different functions or capabilities to the software, which we refer to as a 'new version' of the software). The terms of your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be). f. Business information and business advice Where your support subscription includes it we will provide you with: free access to the section of our website (xxx.xxxx.xx.xx) which contains information and documents about human resources, health and safety and other issues we may notify you of which are relevant to your business (business information); and access to business advice about human resources, health and safety and other notified issues relevant to your business (business advice) via our telephone and e-mail helpline (the business advice helpline) available during our normal office hours. You must only use the business information and business advice for your legitimate business purposes. You can see and download the business information and make any copies you reasonably need for your employees who may need to have the business information to do their work for you. However, you must not remove or alter any copyright, notices, trademarks or other notices we may put on the business information. You must not use business information or business advice in any way other than as set out in this agreement and the relevant documents, or as allowed by us in writing. In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, business advice, our website or any other materials you receive from us, or use business information or business advice for any illegal purpose. g. What you need to know when using business information and business advice The business information and business advice is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you contact the business advice helpline (if you have subscribed to it) and also get your own legal advice if you have any questions about an issue set out in business information. If you sign and use any document forming part of the business information without first calling the business advice helpline (if you have subscribed to it) and getting your own legal advice, you do so entirely at your own risk. If you are re-using any document you have previously used, you should (in addition to calling the business advice helpline (if you have subscribed to it) and getting your own legal advice) check our website to see if that document or any related material has been updated. When preparing and updating our business information and business advice we will do everything reasonably possible to make sure it is correct and up to date. h. We endeavour to keep a record of all business advice we give to you via the business advice helpline using appropriate recording technology and by our advisers making notes whilst giving you that advice. We also keep a record of all letters, emails, ask-the-expert responses and email follow-ups to business advice we send to or receive from you, as well as all online activity, including web pages viewed and documents downloaded by you. i. We will let you know if your subscription includes the right to ask us to prepare a report consisting of case notes and online activity, to demonstrate compliance with the advice provided (a compliance trail) j. We will let you know if your subscription includes the right to receive information and advice about employment issues that may arise from pre-employment through to the end of the employment relationship (employment advice). The supply of employment advice does not include: advice and guidance about matters arising after the end of the employment relationship; or acting on your behalf before any court or similar body set up to resolve employment disputes. If we supply employment advice on a matter that results in a hearing before a court or similar body set up to resolve employment disputes, we can let you have a compliance trail for that matter. We will not prepare any other documents for your use at or before that hearing, but will, if possible, let you have our opinion of the merits of a case on which we have provided employment advice. k. We will let you know if your subscription includes the right to access general advice and guidance about compromise agreements and the circumstances in which they are used. Compromise agreements are legally binding documents which set out the terms on which an employer and an employee agree to the end of that employee's employment, and require tailoring and legal expertise to ensure that they are suitable for the specific circumstances. We do not provide standard compromise agreements or advice and guidance in respect of your own compromise agreements. l. We will tell you if your subscription includes the opportunity to participate in webinars from time to time (by this we mean the ability to participate in virtual seminars over the Internet). If your subscription includes this feature, then you acknowledge that from time to time webinars may be cancelled or that you might not be able to participate in particular webinars (for example if capacity for a webinar has been reached). Webinars rely on Internet connectivity so we cannot guarantee that access will be uninterrupted and, accordingly, you agree that we won't be responsible if you are unable to participate in a webinar for any reason. m. Access to support and our website We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. We will do everything reasonably possible to make sure that the sections of our website which contain business information and/or business advice are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours. We may stop providing access to our website at any time on giving you one working day's notice by email or by withdrawing the website, in which case this Agreement will terminate. n. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support, the business information, the business advice and the business advice helpline (where appropriate). Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support, the business information, the business advice and the business advice helpline (where appropriate) would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Appears in 1 contract

Samples: Sage Cover Online Membership Agreement

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