1.    EFFECTIVE DATE

28 November 2024

2.    TERMS PRINCIPLES

The Supplier will be referred to as “We”, “The Supplier” or “The Service Provider”. 

The Customer will be referred to as “You” or “The Customer”.

The Document will be referred to as “SLA”, “Agreement” or “Terms”

3.    TERMS OVERVIEW

These Terms represent a Service Level Agreement between the Supplier and the Customer for the provisioning of technical services/support required to support and sustain the supplier’s product(s) or service(s). Supported products, support availability and level of service are subject to:

• The individual Customer’s Remote Care Contract Service Level (ACCESS or PERFORMANCE).
• The Customer’s individual contract coverage as defined in each individual Customer’s Remote Care Contract with the local Customer Centre. 

These Terms remain valid indefinitely until superseded by a revised agreement or it is terminated subject to clause 9.

4.    GOALS & OBJECTIVES

The purpose of these Terms is to ensure that the proper elements and commitments are in place to provide consistent service, support and delivery to the customer by the Service Provider.

The goal of these Terms is to obtain mutual agreement for service provision between the Service Provider and Customer.

The objectives of these Terms are to:

• Provide clear reference to service ownership, accountability, roles and/or responsibilities.
• Present a clear, concise and measurable description of service provision to the customer.
• Match perceptions of expected service provision with actual service support & delivery.

5.    SERVICE AGREEMENT

The following services and products are the responsibility of the Service Provider in the ongoing support of this Terms.

5.1    SERVICE SCOPE

The following services are provided by this Agreement;

• Customer Support Portal access containing technical information / documents regarding the supported products.
• Customer Support Portal access allowing users to contact a manned support team via electronic ticket creation.
• Customer Support Portal access allowing users to check ongoing, resolved or closed tickets.
• Customer Support Portal access giving users notification of new releases, software issue resolutions, new features and software enhancements.
• Manned Email Support.
• Depending on the contracted Service Level: Remote Assistance using TeamViewer or a specified Virtual Private Network (VPN) connection where available.

5.1.1    PRODUCT SCOPE

The following products can be supported by this Term’s services subject to an individual Customer’s Remote Care contract coverage. This list is subject to restrictions with regards to the contracted Service Level.

• DeMeter
• Pivotware
• CVI3, AXON and Connect Tightening Units
• CVIx2 Tightening Units

5.2    SERVICE AVAILABILITY

5.2.1    AVAILABLE SERVICE HOURS

The services defined within these Terms are available subject to the working hours specified in a Customer’s Remote Care Contract.

The services defined within these Terms are not available on certain bank holidays and national holidays specified in a Customer’s Remote Care Contract.

5.2.2    SERVICE COVERAGE

The following coverage is given within the Available Services Hours and Out of Office hours

• Email support: Monitored during available service hours.
• Emails received outside of the available service hours will be collected, however no action is expected before the next working day.
• Electronic ticket support: Monitored during available service hours.
• Electronic tickets received outside of office hours will be collected, however no action is expected before the next working day.

5.3    SERVICE LEVELS

Effective support of in-scope products is the result of maintaining consistent service levels. The following clauses provide relevant details about service response times and in-scope support types.

5.3.1    SERVICE RESPONSE TIMES AND SEVERITY LEVELS

In support of services outlined in these Terms, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the time frames defined in the Customer’s Remote Care Contract, with regards to the contracted Service Level.

The tickets severity levels are defined as follows:

Note: Target Resolution Times do not apply where a ticket has been exempted. See Clause 5.3.1.1

5.3.1.1    EXCEPTIONS

Quality Issues

Tickets reported to the Service team that are analysed and found to be a quality issue (software only) will be given the status “Working on Resolution”. These issues are not covered by these Terms and therefore the SLA timer is stopped.

The Customer will be notified of any changes to the status of an exempted ticket or if the Supplier has any planned action to resolve the found issue however this does not have to be done within the original Target Resolution Time.

Feature Requests

Tickets reported to the Service team that are analysed and found to be a feature requests will be given the status “Working on your  Feature Request”. These issues are not covered by these Terms and therefore the SLA timer is stopped.

The Customer will be notified of any changes to the status of an exempted ticket or if the Supplier has any planned action to resolve the found issue however this does not have to be done within the original Target Resolution Time.

On-Demand Activity

Tickets reported to the Service team that are analysed and found to be a request for on demand activity will be treated like a normal ticket however the resolution of the ticket is based on the activity being organised and not the activity being a carried out.

If the activity is carried out remotely by an agent, then the customer will be notified of any work done via email separately. A record will also be found within the support portal under then Tickets section.

All activities carried out as a result of an On-Demand Activity ticket are billed separately unless they are otherwise specified within the Service Scope (See Clause 5.1).

5.3.2    TICKET MANAGEMENT

In support of services outlined in this Agreement, the Service Provider will respond to service-related incidents with the following statuses when supporting requests submitted by the Customer;

5.3.2.1    TICKET ACTIVITY

Subject to the contracted Service Level - Remote Intervention Software

Tickets reported that require remote intervention will be conducted by TeamViewer connection established by the Suppler, a specific ad-hoc connection established by the customer or a pre-established VPN connection that is supplied by the Customer but available to the Supplier at all times.

Ad-hoc Remote Intervention Organisation

Remote intervention will be organised by the Supplier by asking the Customer directly if they require remote intervention. The Supplier will propose available support times except for "Urgent" tickets where it is assumed attention will be uninterrupted immediately. Once a support time is agreed between the Supplier and Customer, connection details and instructions will be given by the Supplier prior to or at the time of the agreed support.

If the Customer does not show as online within 15 minutes of the agreed support time, then the Supplier reserves the right to notify the Customer that their remote intervention has been concluded by ticket update. The remote intervention will then need to be reorganised following the described procedure a following time.

Ticket Diagnosis

Tickets reported that require extra information or testing from the customer may be put into an “Awaiting your reply” status. During this time the SLA timer will be switched off until further information is required. During this Supplier time may still work on the ticket but is not obligated to do so.

Ticket Content

Tickets reported that relate to products / services not supplied by the supplier or not defined within the Product Scope will not be processed by the Supplier. The customer will be notified by the Supplier if a ticket is submitted under an unsupported product or contains a request / question that is not within the Supplier’s scope to support.

Logging Urgent Tickets 

Tickets reported that are determined to be “Urgent” must receive uninterrupted attention from the Customer in order for the Supplier's support services to resolve the issue as quickly as possible. Following the initial response from the Supplier, the Customer must then give acknowledgement of the arranged support and their uninterrupted attention within the following hour in order to retain an "Urgent" ticket status.

In the event that the Customer does not reply to the Supplier's initial response within one hour, the ticket status will be lowered to a "High" status as it will be assumed that attention was interrupted for the reported ticket.

Changing Ticket Severity 

Tickets reported that are deemed to be of a lower severity than initially reported maybe be lowered in severity level by the Supplier. The Supplier must justify this change of severity by adding internal notation to the ticket. 

Closing a ticket ?

See Clause 10 for further information regarding types of tickets that can be submitted and their expected outcomes.

5.4    DATA INTEGRITY

It is assumed that the Customer has not made any changes to the underlying data by use of toolkits, query/programming scripts or third-party products without the explicit advance consent of the supplier. Any product(s) found to be altered or incorrectly manipulated by third-parties or the Customer are not within the scope of this Agreement.

It is assumed that the Customer creates tickets only for their own use within their own customer site in order to benefit the products listed within their Essential Care Contract(s). Any ticket(s), support or service(s) found to been falsely supplied by Us in order to aid non-contracted parties are not covered within the scope of this Agreement.

6    CUSTOMER REQUIREMENTS

Customer responsibilities and/or requirements in support of this Agreement include:

• Payment for all support costs at the agreed interval.
• Reasonable availability of customer representative(s) when resolving a support/service incident or request.
• Reasonable information supplied on reported tickets. Tickets should include the following information where possible:
  1. Time and Date of Reported Issue
  2. Detailed Description of the Reported Issue
  3. Procedure(s) to Reproduce the Reported Issue
  4. Image of the Reported Issue
  5. Information about the Production Environment
  6. Configuration and log files from the related product(s)
  7. Relevant Network Topology
• Ensuring all persons reporting tickets to have reasonable technical competences and knowledge of the product(s) in question.

7    SUPPLIER REQUIREMENTS

Service Provider responsibilities and/or requirements in support of this Agreement include:

• Meeting response times associated with service-related incidents (See Clause 5.3.1)
• Provide the activity carried out on individual tickets when requested by the Customer.
• Appropriate notification to Customer for all scheduled maintenance.
• Appropriate notification to Customer for all updates to service activity outlined (See Clause 5.3.2)

8    AGREEMENT ADJUSTMENTS

The Supplier reserves the right to adjust the Terms in order to provide additional scope or service availability to the Customer. The contents of this document may be amended as required.

The Supplier reserves the right to adjust the Terms in order to protect business interests. The contents of this document may be amended as required.

9    SUSPENSION AND TERMINATION

We shall not be liable to You or any other third party for suspension or termination of Your Account or Your Contract, or access to and use of our Service(s), if such suspension or termination is in accordance with these Terms.

9.1    FREE TRIAL CUSTOMERS

If You are on a free trial for any of Our Service(s), Your Account maybe suspended or terminated in the following manner:

We may suspend Your access to and use of Your Account or the Service(s) if You are in violation of the Terms. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated and all associated Service Data shall be deleted immediately and permanently.

You may terminate Your Account at any time on or before the expiry of Your free trial. 

Where you do not terminate Your Account or renew Your Account on or before the expiry of Your free trial, We may suspend Your Account. 

9.2    CONTRACTED CUSTOMERS

Customers on a Service Plan: If You are on a Service Plan for any of Our Service(s), Your Account may be suspended or terminated in the following manner:

Following late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Service(s) if You are in violation of the Terms. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated. 

You may elect to terminate Your Account at any time from within Our Service(s), if You pay for Your Account through credit card. If payment for Your Account is made through other accepted payment methods as specified in the Form, You may request to terminate Your Account by writing to [email protected]. Any associated Service Data shall be retained for a period of 14 days from the date of termination of Your Account beyond which it shall be deleted during the normal course of operation.

We may suspend Your Account upon expiry or non-renewal of Your Subscription Term. We shall retain any associated Service Data.

We may suspend or terminate Your Account upon expiry or non-renewal of Your Subscription Term based on business interests. We shall retain any associated Service Data for a period of 30 days. 

9.3    EFFECT OF TERMINATING YOUR ACCOUNT

9.3.1    Outstanding Charges

If Your Account is terminated in accordance with Clauses 9.1 or 9.2 of these Terms. It is possible to have outstanding charges that You may owe Us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term, unless waived by Us in writing. 

10 Non-disclosure agreement

10.1        All Confidential Information disclosed by one Party (“Discloser”) to the other Party (“Recipient”), shall for the duration of the Agreement and for 10 years thereafter be treated as confidential by the Recipient and may not - unless otherwise stipulated in the Agreement - be used by the Recipient for any purpose other than for the execution of this Agreement; provided that this obligation shall not apply to any information:

(i)            That is known to the public other than by breach of this Agreement, or which the Recipient can show was already in its possession or any of its affiliates without a confidentiality obligation, or

(ii)           That is obtained from a source other than the Discloser without a confidentiality obligation, or

(iii)          That is disclosed by the Discloser to another person without a confidentiality obligation, or

(iv)          That is developed independently by the Recipient or any of its affiliates, or

(v)           That is required to be disclosed by a court of competent jurisdiction, provided that the Recipient gives the Discloser prior notice of such disclosure, so that the Discloser is given reasonable opportunity to object to the demand or to obtain a protective order.

10.2        All information concerning Products and Services and the business activities of either Party which is necessary for the execution of an inquiry, request, or order, will be disclosed. Nothing of this information may be disclosed by the Recipient to a third party unless the Discloser has given its prior written consent. 

10.3        The Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Discloser’s Confidential Information as it uses with its own information that it does not wish to disclose, publish or disseminate, such as but without limitation proper and secure storage.  

10.4        The Recipient may disclose Confidential Information to:

- any of its employees on a "need to know" basis who has a need to know, and - for the same purpose only - to employees of any legal entity that it controls, that controls it, or with which the Recipient is under common control (hereinafter referred to as “Affiliate”). Control means to own or control, directly or indirectly, over 50% of voting power; and

- any other party with the Discloser's prior written consent. 

10.5        The Recipient shall see to it that any such party described above, adheres to the confidentiality provisions in this Agreement.

10.6        The name of either Party, as well as any of their group tradenames, trademarks or Product denominations, may not be used by the other Party in any publication of any kind without the written consent of the first Party.

10.7        Neither Party shall disclose to any third party any information whatsoever regarding any former or present co-operation between the Parties without prior written consent of the other Party. 

10.8        Upon the termination of the ordering of Products and/or Services from Supplier, i.e., termination of the co-operation, each Party shall promptly return all documents and other information in tangible form supplied by the other Party, together with any copies thereof, and will not use or permit others to use any such documents and information.

11    Appendices

11.1    Ticket types 

Ticket Type