Terms & Conditions
Annual License Renewal & Software Maintenance
1. PURPOSE
This AGREEMENT records the terms by which PFIPL will provide and CLIENT will receive computer software maintenance
services for the computer software products listed in Appendix A with this Agreement (hereinafter referred to as the SOFTWARE) licensed by the CLIENT under a separate agreement.
2. SCOPE
2.1. The services covered by this AGREEMENT will relate to and be limited to the SOFTWARE and will include :
2.1.1. Phone-in consultancy services
2.1.2. Correction of programming errors,
2.1.3. Crash recovery services
2.1.4. Periodic upgrades and
2.1.5. Advisory services.
2.2. The following services are specifically excluded from the scope of this agreement:
2.2.1. Program changes to cater to the CLIENT’s specific, altered or new requirements,
2.2.2. Program changes required as a consequence of upgrades or changes in the hardware or system software on which the
SOFTWARE is used,
2.2.3. On-site visits requested by the CLIENT or necessary for any reasons whatsoever
2.2.4. Data-entry or maintenance
2.2.5. Routine system, security, configuration and data administration functions.
3. PHONE-IN CONSULTANCY SERVICES
3.1. The CLIENT will nominate, in writing, up to 3 persons who will be able to avail of this service.
3.2. The service is rendered remotely and exclusively over phone, fax or electronic mail.
3.3. The CLIENT’s nominated persons will be able to seek from PFIPL guidance on any technical, operational, troubleshooting or
supervisory aspects of the SOFTWARE.
3.4. Phone-in consultancy services will be available as per the following schedules :
3.4.1. 24 hours a day, 7 days of the week for the guest facing operations related SOFTWARE.
Where in doubt or in disagreement, PFIPL will solely determine what SOFTWARE will benefit from 24 x 7 support.
3.4.2. During PFIPL working days and PFIPL working hours for all other software.
3.5. Except where the assistance requested by the CLIENT requires programming effort, PFIPL will normally respond within 4 hours
of receipt of the request.
3.6. To render phone-in consultancy, PFIPL may require access to the CLIENT’s computer through network over internet. The terms
of such network access is specified in a paragraph under the section titled CLIENT’s RESPONSIBILITIES.
4. CORRECTION OF PROGRAMMING ERRORS
4.1. A program, function or report in the SOFTWARE that produces an inconsistent or illogical or no result is termed as a program that is suspected of having a programming error.
4.2. The CLIENT will report each instance or suspected instance of programming error with complete description and detail of observed behavior of the SOFTWARE, hardcopy or electronic capture of all relevant information either displayed on a
computer terminal or printed by the computer and a statement of the CLIENT’s complaint.
4.3. A programming error report will be accepted by PFIPL if and only if based on the information provided by the CLIENT,
PFIPL personnel are able to simulate the error on another computer system with a reasonably similar configuration.
4.4. PFIPL will undertake to correct all reported programming errors at the earliest feasible but will normally not take more than a week to do so.
4.5. On correction, PFIPL will dispatch a electronic copy of the correction along with installation instructions to the CLIENT. The Terms & Conditions Annual License Renewal & Software Maintenance CLIENT will immediately install the correction on the CLIENT’s computer.
4.6. PFIPL may refuse, under this AGREEMENT, to respond to any request for phone-in consultancy or correction of programming
errors resulting from the CLIENT’s failure to implement program corrections previously delivered by PFIPL to the CLIENT or caused by faulty implementation of such earlier correction.
5. CRASH RECOVERY SERVICES
5.1. A SOFTWARE crash will be said to have occurred when the SOFTWARE stops functioning completely and when one or more user is unable to perform on the CLIENT’s computer any of the functions for which the SOFTWARE is intended.
5.2. PFIPL will accord the highest priority to the CLIENT’s request for crash recovery services.
5.3. PFIPL’s priority crash recovery services will start from the moment the client reports the occurrence of a crash and will continue till the SOFTWARE is restored to at least partial operations covering substantial and key functions of the SOFTWARE. Thereafter PFIPL will continue to assist the CLIENT till the system is fully restored, but, at a lower priority than crash recovery.
5.4. Where a part of the SOFTWARE stops functioning but the user is able to perform key functions, either directly or through an
alternative procedure the event will not be prioritized as an event of a crash.
5.5. Where crash recovery services are caused by failure of any or all parts of the hardware or the system software on which the
SOFTWARE is used or for any reasons other than those that can be directly attributed to the software, the hours spent by PFIPL
personnel on crash recovery services will be logged as extra services rendered and will be charged extra as per PFIPL’s standard
rates and terms as on the date such services are rendered.
5.6. Crash recovery services as all other services under this AGREEMENT are provided remotely by PFIPL personnel from PFIPL’s
offices.
6. PERIODIC UPGRADE
6.1. The CLIENT may request additional or new features or alterations in the existing functionality of the SOFTWARE. While doing so the CLIENT will provide complete specifications of the requested change along with a statement of purpose, justification with benefits, drawing of the desired user interaction screen if any is concerned, layout of the report if any is requested and relevant algorithms.
6.2. Receipt by or acceptance of such a document by PFIPL shall not be construed as an implicit or explicit commitment or undertaking by PFIPL to execute or Implement the requested change. PFIPL in no case commits to development or implementation of changes or upgrades requested by the CLIENT.
6.3. PFIPL will aggregate all change, upgrade and modification requests received from all users of the SOFTWARE and schedule the
same for development based on feasibility, desirability, usability, availability of PFIPL’s development resources and the potential benefits accruing to the user community in general.
6.4. Requests for changes caused by statutory and legal requirements or upgrades without which the usability of the SOFTWARE is
adversely impacted will be accorded high priority by PFIPL.
6.5. PFIPL makes no commitments, either implicit or explicit, with respect to the time schedule within which changes may be
delivered. However, it is PFIPL’s endeavour to release at least one substantial upgrade to the SOFTWARE each four months.
6.6. Upgrades will be dispatched to the CLIENT in computer readable electronic format within 30 days of their general availability.
The CLIENT will be required to implement the change within 30 days of its receipt failing which PFIPL may refuse to provide
Terms & Conditions Annual License Renewal & Software Maintenance further services under this AGREEMENT and even if it does will do so as extra services which will attract the terms of the section of this AGREEMENT titled OTHER SERVICES.
6.7. As upgrades may include features not requested or not applicable to the CLIENT it will be PFIPL’s endeavor to ensure that such changes do not adversely affect the CLIENT’s existing business processes and procedures but PFIPL does not preclude the possibility that such adverse effect may happen and accepts no responsibility for the consequences thereof.
7. ADVISORY SERVICES
7.1. The CLIENT may request any advice related to the SOFTWARE including possible third party extensions, changes in hardware or
system software, new functionality, best practice procedures or configuration or manning or documentation.
7.2. PFIPL will respond to such requests only through written communication.
7.3. The CLIENT will bear any out-of-pocket expenses incurred in the process of rendering such services for which PFIPL will provide advance notice and obtain prior approval from the CLIENT.
8. CLIENT’S RESPONSIBILITIES
8.1. Maintain the computers and system software, network components and cabling over which the SOFTWARE is used in proper working condition and at the CLIENT’s cost.
8.2. Use the SOFTWARE for the purpose for which it was designed and as per recommended procedures and not seek services under this AGREEMENT where the SOFTWARE delivers erroneous results on account of inadvertent or deliberate misuse or abuse.
8.3. Protect the SOFTWARE and data against disturbance or loss on account of external causes both, natural or man-made.
8.4. Clearly nominate and document CLIENT’s personnel responsible for requesting services from PFIPL, receiving programming
error corrections, receiving upgrades implementing program changes and responding to PFIPL’s queries.
8.5. Ensure proper supervision, administration, security and maintenance of the SOFTWARE, its data and its programs as recommended by PFIPL and to periodically audit that best practices are in fact being practiced by CLIENT’s personnel.
8.6. Provide PFIPL with access to the CLIENT’s computer remotely through a network connection or over internet connection, or
any other mode and by use of software approved by PFIPL. PFIPL will ensure that confidentiality and security is maintained with respect to this network connection and to implement procedures that will protect the CLIENT’s computer against
unauthorized access by PFIPL’s personnel.
8.7. Pay all fees and dues to PFIPL promptly as per the terms of this AGREEMENT on presentation of PFIPL’s invoices.
8.8. Provide PFIPL and its personnel with all access and services required by them to perform their responsibilities
8.9. Implement all program changes provided by PFIPL promptly.
8.10. Maintain an event log that clearly records the following and other relevant
occurrences:
8.10.1. Errors experienced in operations and reporting to PFIPL, if any,
8.10.2. Program corrections and upgrades received from PFIPL and their implementation,
8.10.3. System and data maintenance activities undertaken on a daily basis,
8.10.4. Network access by PFIPL personnel
8.10.5. Upgrade requests made by the users and their transmission to PFIPL,
8.10.6. Changes, breakdowns and other events relating to hardware, system software and network over which the SOFTWARE is used.
8.10.7. When and where security copies of the software and data have been stored and
8.10.8. Alterations to user and administrators access rights and passwords.
9. FEES
CLIENT will pay PFIPL an annual Maintenance Fee as mutually agreed as per Terms & Conditions Annual License Renewal & Software Maintenance an Annual License Renewal and Maintenance Contract concluded between the CLIENT and PFIPL or any of it’s authorized partners or associates. The fee is payable in advance prior the commencement of each 12 month period
over which the services will be rendered.
9.1. Any additional charges incurred by the CLIENT on account of additional services as per the term specified in the section titled OTHER SERVICES or any other applicable out-of-pocket expenses incurred by PFIPL as per this AGREEMENT will be invoiced by PFIPL monthly and will be payable immediately.
10. OTHER SERVICES
10.1. Other services not explicitly specified as included as a part of this AGREEMENT will be charged extra at PFIPL’s standard rates
and terms prevailing on the date that such services are rendered.
10.2. The current rates for extra services as on the date of signing this AGREEMENT are US $ 440/- (US Dollars Four hundred and forty only) per person day for routine non-programming services such as training and on-site operational assistance.
Programming services including on-site crash recovery services are presently billed at US $ 750/- (US Dollars Seven hundred
and fifty only) per person day. These rates may escalate each calendar year solely at the discretion of PFIPL.
10.3. CLIENT will be required to provide to and fro air passage, local conveyance at the CLIENT’s location, full boarding and lodging,
reasonable laundry services, facilities for official voice and data communication and official courier services to PFIPL personnel required to visit the CLIENT’s location or site for rendering on-site services requested by the CLIENT, if any.
11. MISCELLANEOUS
11.1. If either the CLIENT or PFIPL does not take action regarding the other’s failure to fulfill any of their obligations in respect of thisn AGREEMENT this shall not be interpreted as an indication that the party will forebear from doing so in the future.
11.2. PFIPL reserves the right to transfer this AGREEMENT to a third party subject to the condition that the CLIENT has no objection to the third party in specific and subject to the third party fulfilling all the provisions
laid down in this AGREEMENT. The CLIENT
will not unreasonably object to such transfer or assignment of this AGREEMENT.
11.3. Any service not covered by this AGREEMENT but requested by the CLIENT may be provided by PFIPL but solely on a best effort basis and at fees as set down under the section titled OTHER SERVICES.
11.4. If any provision of this AGREEMENT is deemed as void or unenforceable it shall be severed from this AGREEMENT but shall not nullify the remaining provisions of this AGREEMENT.
11.5. The CLIENT and PFIPL agree that the provisions in the AGREEMENT constitute the entire agreement concluded between the parties and supersede any previous contradictory oral or written agreement, arrangement or other communication between the parties to this AGREEMENT.
11.6. In the event that any of the provisions of this AGREEMENT are modified, such revised or new conditions must be appended to this AGREEMENT duly signed by both parties.
11.7. No delay or failure to execute this contract in part or in whole due to causes beyond the defaulting party’s control shall be considered as default nor shall terminate this AGREEMENT. In the event of such force majeure the AGREEMENT shall be suspended or executed in part until the causes for suspension have ceased to exist or the contract expires.
12. VALIDITY AND TERMINATION
12.1. This AGREEMENT will commence on the date on which it is jointly signed by both parties or the date on which CLIENT pays
PFIPL the contracted Fee whichever is later and will be valid for the period for which the Fee has been paid by the CLIENT to PFIPL except if it is prematurely terminated.Terms & Conditions Annual License Renewal & Software Maintenance
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12.2. This AGREEMENT may be terminated by either party by issuing to the other written notice of termination three months prior the date the termination becomes effective.
12.3. The AGREEMENT may also be terminated by PFIPL with 7 days notice in the event that the CLIENT fails to pay the appropriate fees or any other additional charges as per the terms of this AGREEMENT within 30 days of presentation of the invoice by PFIPL.
12.4. This Agreement may be terminated forthwith by PFIPL if there is any violation of PFIPL’s intellectual or property rights in the SOFTWARE or any form of misuse or abusebof the SOFTWARE.
12.5. In the event of termination by PFIPL on account of non-payment by the CLIENT this AGREEMENT can be reinstated after the
CLIENT has paid the amount in default plus a penalty computed at the rate of 3% per month or part thereof for which the amount has been in default from the date of its Invoicing.
12.6. On expiry the AGREEMENT can be extended on payment of the maintenance fees effective at the time of the renewal which shall normally not exceed the fee as per this AGREEMENT plus a surcharge for inflation that will normally not exceed 5%.
13. DISPUTES AND JURISDICTIONS
13.1. This AGREEMENT will be governed by the laws of India and any disputes arising out of this AGREEMENT will be settled accordingly.
13.2. In the event of any dispute the parties to this AGREEMENT agree to resolve such dispute through arbitration/ mediation by an independent party or agency to be nominated by mutual consent.
13.3. In the event that arbitration fails to resolve the dispute either party may resort to legal action in a court of law in the National
Capital Territory of New Delhi, India.
Terms & Conditions Annual License Renewal & Software Maintenance
Appendix A
Software Products Covered under this agreement
1. Touché eMenu
2. Web Prol’IFIC
