Terms and Conditions
Paritech Wealth Technology Pty Ltd ABN 78 099 047 364
Standard Terms for the provision of Services and Equipment
Introduction
Paritech Wealth Technology Pty Ltd ABN 78 099 047 364 (PWT) provides financial information
services (Services) and may also at times provide software and hardware (hereafter
referred to as Equipment) for using those Services under the name “Pulse”.
The Pulse Services Agreement (Agreement), which includes these standard terms, describes
the terms on which PWT provides the Services and Equipment to the Customer. In using
this software the Customer agrees to be bound by these standard terms and conditions
for the provision of services and Equipment.
Table of Contents
Clause 1 Defined terms
Clause 2 Commencement date and period
Clause 3 General responsibilities of the parties
Clause 4 Equipment
Clause 5 Services
Clause 6 Warranties
Clause 7 Financial Matters
Clause 8 Non-disclosure and use of information
Clause 9 Indemnity
Clause 10 Liability
Clause 11 Termination
Clause 12 Problem resolution
Clause 13 Communications
Clause 14 General provisions
Schedule 1 Dictionary
Schedule 2 Software Support Services
1. Defined terms
The terms with an initial capital letter are defined in the dictionary in schedule
1.
These meanings apply unless the contrary intention appears.
2. Commencement and duration of this Agreement
2.1 Commencement of Agreement
This Agreement commences on the date specified in the Agreement.
2.2 Duration of Agreement
The Agreement will remain in force for 12 months from the Commencement Date, and
will automatically renew for successive periods of 12 months, unless either party
provides the other with three month’s notice that it does not wish to renew the Agreement.
3. General responsibilities of the parties
Each party will –
(a) fully cooperate with each other to ensure timely progress and fulfilment of the
Agreement;
(b) act reasonably and in good faith with respect to matters that relate to the Agreement;
and
(d) perform its obligations and responsibilities by the dates specified in the Agreement.
4. Equipment
4.1 Installation and maintenance of Equipment
Where equipment is provided by PWT and that equipment is to be located at the Customer’s
premises, the Customer will prepare its premises for PWT to install the Equipment.
This includes, without limitation, obtaining any permits or licences required to
install the Equipment.
No Customer may move the Equipment without PWT’s written consent.
The Customer will allow PWT, or its sub-contractors access to the premises on reasonable
notice to maintain the Equipment.
4.2 Ownership and return of Equipment
Where provided by PWT, the Equipment remains PWT’s property at all times.
When the Agreement ends PWT may remove the Equipment from the Customer’s premises
at an agreed time after reasonable notice has been given.
4.3 Security of Equipment
Where provided, the Customer must keep the Equipment secure.
The Customer will insure the Equipment to its full replacement value and, on PWT’s
written request, provide a certificate of currency of the policy.
The Customer is responsible for any loss or damage to the Equipment, other than fair
wear and tear, while that Equipment is in the Customer’s possession or control.
4.4 Software licences
PWT grants the Customer a non-exclusive, non-transferable licence to use the Software
in respect of the Customer’s business on the terms set out in this clause 4.4.
No Customer may –
(a) copy or modify, adapt or translate the Software, except for backup, archival,
disaster recovery and testing in respect of its business;
(b) decompile, reverse engineer, dissemble, prepare derivation works, attempt to
derive the source code on any internal data file.
The Customer may install third party software on the Equipment with PWT’s written
consent. PWT may impose such terms as it considers appropriate and the Customer will
comply with them.
When this Agreement ends the Customer will destroy the software and all data except
for that data that it is obliged to maintain for either regulatory or compliance
purposes and provide evidence to PWT that this has been done.
PWT may require access to the Customer’s premises and equipment to confirm this.
4.5 Communications system
PWT will use an agreed communications solution to provide the Services to an agreed
distribution point.
PWT may charge fees for the Customer’s use of the communications solution, including
any cancellation fees charged by third party providers, but otherwise the Customer
is responsible for all communications costs in respect of the Services.
5. Services
5.1 Provision of Services
PWT will provide the Services to the Customer on the terms set out in this Agreement.
The Services are non-exclusive and non-transferable.
5.2 Authorised User
No Customer will allow any person other than an Authorised User to use the Services
to effect transactions in securities. The Authorised User's transactions are taken
to be the Customer's transactions.
The Customer may authorise a third party to access the Services on the terms set
out in this clause 5.2.
The authorisation must –
(a) be in writing;
(b) prohibit the authorised third party from authorising additional third parties
to access the Services; and
(c) require the user to perform and observe the terms set out in this agreement,
except the power to appoint Authorised Users.
5.3 What are the restrictions on the use of the Services?
The Customer may only use the Services in the course of its business.
No Customer may –
(a) resell the Services (including any data) to any third party;
(b) allow any third party access to the Services (or data) including by means of
the internet (other than an Authorised User);
(c) copy, republish, re-distribute, re-disseminate or publish the data other than
for internal purposes;
(d) use the Software or any data in any manner or for any purpose that is unlawful
or in any manner that violates any right of PWT;
(e) restrict or inhibit any other user from using the software or any data;
(f) post or transmit during access to the software any unlawful, threatening, abusive,
defamatory, obscene, vulgar, pornographic, profane or indecent information of any
kind, including, without limitation, any act which may constitute or encourage anyone
to commit a criminal offence, or which may give rise to civil liability or may otherwise
violate any law;
(g) post or transmit during access, to the software, anything which contains, or
may contain a virus or other contaminating or destructive property to Software;
(h) delete or amend any statement or other information on the software or tamper
with the software or attempt to do so;
(i) give either a log on ID, password or both to any other person, or allow any other
person to access the software using your access details without PWT's express written
permission; or
(j) copy or modify any of the documentation accompanying the software in any manner
not expressly authorised by this Agreement.
The Services include any data sourced from third party providers.
5.4 Services from third party providers
The Customer will comply with all reasonable conditions that the third party imposes
on the access to, or use of, its data.
The Customer acknowledges that:–
(a) A third party may amend those conditions without notice.
(b) A third party data provider may require the Customer to enter into an Agreement
to provide that data.
PWT will notify the Customer if PWT is no longer able to provide third party data
in accordance with the Agreement.
5.5 Errors or Delays in the Services
We will use our reasonable endeavours to correct any error, delay, omission or failure
in the Services notified to us. However the Customer acknowledges that the Services
are provided on an “as is” basis and that PWT makes no representation or warranty
in respect of the timeliness, reliability, accuracy or completeness of the Services
provided by PWT or Third Party Providers. PWT accepts no responsibility for any errors
in or omissions from the Services.
The Customer further acknowledges that any use of the Order Entry services is on
the basis that:-
(a) We do not guarantee that your execution instructions will be wholly or partially
executed or will be executed by a certain time;
(b) if there is a disruption in trading in a particular Financial Product or the
market generally, or the ITS system fails, Straight Through Processing transmission
may be disrupted;
(c) any order execution instructions satisfies complies with the order validation
rules (filters) established by your sponsoring broker, which rules may, at their
discretion, change from time to time without notification to you. We are not required
to inform you as to what these validation rules (filters) are;
(d) each order satisfies the ASX Market Rules or Other Exchanges Operating Rules,
with regard to time, price and volume characteristics or other characteristics as
specified by ASX or Other Exchanges from time to time;
(e) that Straight Through Processing Services may not always be available and it
may therefore be necessary for you to arrange execution of your orders manually through
your sponsoring Broker. This may involve some delay in the execution of orders placed
by you;
(f) Straight Through Processing is only available for Financial Products with a normal
status (that is not suspended or in trading halt);
(g) at market orders can only be accepted during market hours (10:00 am to 4:00pm
Australian Eastern Time); and
(h) you acknowledge that we, or your sponsoring broker reserve the right to terminate
your access to Straight Through Processing at any time in our sole and absolute discretion.
5.6 Restricted information
This clause 5.5 applies where PWT provides the Customer with restricted information
because it is a member of the Australian Stock Exchange Limited ACN 008 624 691 (ASX).
The Customer will –
(a) perform and observe all rules in respect of its ASX membership;
(b) warrant that its ASX membership is valid during the period it receives that restricted
information;
(c) indemnify PWT against any loss or expense arising in respect of a breach of any
rule relating to its ASX membership.
5.7 Availability of Software Support Services
PWT will provide the Software Support Services described in Schedule 2.
5.8 Period of Support Services
PWT will commence providing the Customer and Authorised User with Software Support
Services on the Commencement Date.
PWT will continue providing these services until the Agreement with the Customer
terminates.
5.9 Service Response Times
PWT will respond to a request from the Customer for Software Support Services within
the timeframes, and subject to any conditions, specified in Schedule 2.
5.10 Exclusions
PWT’s Software Support Services do not include services involving –
(a) Degradation of the Services caused by –
(i) operation of the software by the Customer or any Authorised User in a manner
which contravenes the Customer’s or Authorised User's obligations as specified in
this agreement;
(ii) failure by the Customer and/or the Authorised User to operate the software in
accordance with specifications which have been made known by PWT to the Customer
and/or the Authorised User;
(iii) use by the Customer and/or the Authorised User of the software in an information
technology environment other than that supported or approved by PWT; or
(iv) failure by the Customer and/or the Authorised User to use the software in conformity
with user documentation provided by PWT under this Agreement;
(b) correction of errors caused by the reproduction or adaptation of the software
by the Customer and/or an Authorised User pursuant to the Copyright Act 1968 (Cwlth)
section 47E or 47F;
(c) changes to third party applications, maintenance of third party applications,
new third party applications, network changes, hardware upgrades, replacement or
maintenance.
6. Warranties
The Customer warrants that it has the legal capacity to enter into and perform the
Customer's obligations under this agreement.
No Customer may provide order routing, order tracking, automatic execution or similar
functions without PWT's prior written consent. Where PWT permits a Customer to use
an Interface to enter orders using the software, the Customer will instruct each
employee to enter orders only under the User Identification Number allocated to them.
No Customer may:–
(a) if it is a Market Participant permit its clients to route orders directly or
indirectly into the market without the approval of the Customer;
(b) if it is not a Market Participant participate in any of the activities described
in paragraph (a); or
(d) use any Interface, including but not limited to an Interface that PWT permits,
to create or store orders that do not appear in the Software but are programmed to
respond automatically to orders on the market.
Any order entered shall be deemed to be entered by an Authorized Agent so long as
the access is gained through use of a Customer’s permissioned logon and password
and/or PWT reasonably believes that the order entered is genuine. Any claims, liabilities,
damages, losses or fines assessed as a result of any order entered by an Authorized
Agent, regardless of whether entered by mistake, shall be borne by the Customer.
A Customer who enters an order or effects a transaction using the Software is taken
to warrant:-
(a) the Customer has the capacity and authority to enter the order and effect the
transaction;
(b) the order complies with all relevant laws and regulations, including without
limitation those administered by the Australian Stock Exchange and Australian Securities
and Investments Commission;
(d) the Customer is capable of evaluating the nature, merits and risks of the transaction;
(e) PWT has not provided any financial product advice in respect of the transaction.
6.1 Short Sales
This clause 6.1 applies when Customer effects a short sale which is permitted under
section 1020B, Corporations Act 2001. The Customer must designate the order as a
short sale by entering the appropriate code when entering the order.
A Customer who uses the Software to enter an order for a short sale will be taken
to have represented to PWT that the Customer has complied with all regulatory requirements
in respect of that transaction.
7. Financial matters
7.1 Fees
The Customer will pay fees in accordance with Invoices tendered by PWT for payment.
7.2 Collection of fees
PWS will provide the Customer with a tax invoice setting out the fees payable in
respect of the supply of the Equipment (if applicable) and the Services within 7
days of the end of each month.
Each invoice is payable within 30 days.
7.3 GST
If any supply under this Agreement is subject to GST, the fee payable by the Recipient
under the Agreement is increased to account for that GST payment.
If the Supplier of any Supply under this Agreement is or becomes liable to pay any
tax under the GST Act in relation to the Supply, the Supplier may, by notice in writing
to the Recipient, recover that amount from the Recipient.
The Supplier will provide the Recipient with a tax invoice or a document adequate
to entitle the Recipient to claim an input tax credit in relation to any payment
the Recipient makes in accordance with this clause 7.3.
8. Non disclosure and use of information
8.1 Obligation of Confidentiality
Subject to this clause 8, no party may use or disclose any confidential information
of the other party without the prior written consent of that other party.
In giving written consent to use or disclose its confidential information, each party
may impose such conditions as it thinks fit, and the other party agrees to comply
with those conditions.
8.2 What information is confidential?
Confidential information includes –
(a) information marked as confidential or agreed in writing to be confidential, unless
such information is of the nature described in clause 8.3; and
(b) information which by its nature is confidential.
8.3 Exclusions to obligation
The obligations on the parties under this clause 8 will not be taken to have been
breached to the extent that the confidential information –
(a) is used or disclosed by a party solely in order to comply with obligations, or
exercise rights, under the Agreement;
(b) is disclosed to a party’s advisers who are advising on Agreement-related issues,
or its internal management personnel, on a need to know basis;
(c) is authorised or required by law to be disclosed;
(d) was already in the receiving party's possession at the time of receipt from the
other party;
(e) is in the public domain otherwise than due to a breach of this clause 8.
8.4 Obligation on disclosure
Where one party discloses confidential information pursuant to clauses 8.3 (c) or
(d), that party must notify the receiving person of the existence and content of
this clause 8 and the sensitivity of the information being disclosed.
8.5 Obligations in relation to personnel etc.
Each party will take all reasonable steps to ensure its personnel engaged in work
under this Agreement do not disclose confidential information of the other party
obtained during the course of performing that work.
Each party may at any time require the other party to arrange for its personnel engaged
in work under this Agreement to execute a deed of confidentiality in a form satisfactory
to it.
8.6 Survival of clause 8
Clause 8 will survive the termination of the Agreement.
9. Indemnity
The Customer agrees to indemnify PWT from and against:-
(a) any claim or loss suffered by us as a result of your breach of this agreement
or any other loss suffered by us as a result of any trading by you in Financial Products
(whether through us or otherwise) and we shall not be liable for any loss suffered
by you as a result of the default by any person, financial institution or service
provider in relation to or in connection with any transaction in respect to your
trading accounts;
(b) any loss or expense in dealing with any claim against, including without limitation,
any claims in respect of the use of the Services by an Authorised User, it including
legal costs and expenses on a solicitor and own client basis;
(c) any Taxes incurred in consequence of the Customer performing its obligations
under this agreement arising from any action or omission in connection with this
agreement, or any breach by the Customer of any obligations or warranties under this
agreement, irrespective of whether there was fault on the part of the person whose
conduct gave rise to that liability loss, damage or expense;
(d) any Taxes incurred as a consequence of the Customer performing his\her or its
obligations under this agreement.
10. Liability
10.1 The liability of the Customer to indemnify PWT under this agreement will be
reduced proportionately to the extent that any negligent act or omission of the Customer
contributed to the relevant liability for damage or expense.
10.2 Neither PWT nor any Third Party Provider will be liable for:-
(a) any “loss or damage” arising out of the use or receipt of the Services or any
data including, without limitation, arising out of or in connection with any fault,
error, interruption, delay, omission or failure (whether within or beyond PWT's control
or the control of any third party data contributor); or any inaccuracy, error, omission
or incompleteness of the data; or any negligent act or omission of PWT or any Third
Party Provider. PWT will implement reasonable security arrangements in respect of
the access of PWT, its employees or agents.
(b) "loss or damage" means any loss of profit or business revenue, reputation, goodwill,
business use, anticipated savings loss or corruption of data or any costs, damages
or claims or any other indirect or consequential loss or damage that the Customer
suffers.
Each party's right to be indemnified under this agreement is in addition to, and
not inclusive of, any right, power or remedy provided by law. The indemnity under
this clause is a continuing indemnity and survives the termination or expiry of this
agreement.
Subject to this agreement any term which is implied by law in respect of the supply
of goods or services under this agreement is excluded.
What happens when the implied term cannot be excluded?
Where and when legislation implies any condition or warranty that legislation voids
or prohibits any term in a contract excluding or modifying the application of or
exercise of or liability under that condition or warranty that condition or warranty
is taken to be included.
10.3 Limitation of Liability When The Implied Term Cannot Be Excluded
If the breach of a warranty or condition relates to goods PWT's liability will be
limited at PWT's option to:-
(a) the replacement of the goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or acquiring equivalent goods
;or
(d) the payment of the cost of having the goods repaired.
If the breach of a warranty or condition relates to services, PWT's liability will
belimited at PWT's option to:-
(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.
10.4 Contributory Negligence
The liability of a party (‘the first party’) for loss or damage sustained by the
other party will be reduced proportionately to the extent that such loss or damage
has been caused by the other party's failure to comply with its obligations and responsibilities
under the Agreement and/or to the extent that the negligence of the other party has
contributed to such loss or damage, regardless of whether a claim is made by the
first party for breach of contract or for negligence.
Contributory negligence will survive the termination or expiry of this agreement.
10.5 Implied Terms
Subject to this clause 10.4, any condition or warranty which would otherwise be implied
in the Agreement is hereby excluded.
Where legislation implies in the Agreement any condition or warranty, and that legislation
avoids or prohibits provisions in a contract excluding or modifying the application
of or exercise of or liability under that condition or warranty, the condition or
warranty will be taken to be included in the Agreement.
However, the liability of PWT for any breach of that condition or warranty will be
limited, at the option of PWT if the breach relates to services –
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
10.6 Survival of clause 10
Clause 10 will survive the termination of the Agreement.
11. Termination
11.1 Default
For the purposes of clause 11.1, the parties acknowledge that a series of minor breaches
may constitute a 'material breach'.
11.2 Convenience
Either party may otherwise terminate this Agreement by giving the other 3 months
written notice.
12. Problem resolution
12.1 Objective
The parties agree to use reasonable commercial efforts to resolve by negotiation
any problem that arises between them under the Agreement.
Neither party will resort to legal proceedings, or terminate this Agreement, until
the following process has been exhausted, except if it is necessary to seek an urgent
interim determination.
12.2 Notification
If a problem arises (including a breach or an alleged breach) under the Agreement
which is not resolved at an operational level or which is sufficiently serious that
it cannot be resolved at the operational level, a party concerned about the problem
may notify the other.
The party receiving the notice will use reasonable endeavours
to investigate the problem and respond within 48 hours.
Management representatives of each of the parties will then endeavour in good faith
to agree upon a resolution.
12.3 Mediation
Should the management representatives fail to reach a solution in accordance with
clause 12.2 within 5 business Days (or such other time frame agreed between the parties),
the parties may agree to mediation.
The President of the Law Institute of Victoria or his or her nominee will select
the mediator, unless the parties agree otherwise.
12.4 Proceedings
If mediation fails, or if either party states that it does not wish to proceed with
mediation, then either party may commence legal proceedings against the other.
12.5 Continued Performance
Unless prevented by the nature of the dispute, the parties will continue to perform
this Agreement while attempts are made to resolve the dispute.
Where the dispute relates to payment and a party is required to continue to perform
its obligations under the Agreement pursuant to this clause 12.5, the Customer will
continue to pay PSS any undisputed amounts.
13. Communications
13.1 Notices
A notice or other communication is properly given or served by a party if that party
–
(a) delivers it by hand,
(b) posts it,
(c) delivers it by facsimile,
(d) transmits it by electronic mail, or
(e) transmits it by any other electronic means,
to the address of the contact officer described in the letter that forms part of
the Agreement, marked to that person's attention.
13.2 Change of address
Each party will advise the other of any change in the address or identity of the
relevant person to whom notices are to be addressed.
13.3 Deemed receipt
A notice or other communication is taken to be received if –
(a) delivered by hand, when the party who sent the notice holds a receipt for the
notice signed by a person employed at the physical address for service;
(b) sent by registered post from and to an address within Australia, after 3 business
Days;
(c) sent by registered post from or to an address outside Australia, after 10 business
Days;
(d) sent by facsimile, at the time which the facsimile machine to which it has been
sent records that the communication has been transmitted satisfactorily (or, if such
time is outside normal business hours, at the time of resumption of normal business
hours);
(e) sent by electronic mail, only in the event that the other party acknowledges
receipt by any means; or
(f) sent by any other electronic means, only in the event that the other party acknowledges
receipt by any means.
14. General provisions
14.1 Assignment and novation
Neither party will assign the whole or part of this Agreement without the prior written
consent of the other party.
The Customer will not be obliged to consent to any proposed novation of the Agreement.
14.2 Construction
In these Standard Terms –
(a) the singular includes the plural and vice versa;
(b) a word denoting a gender includes all genders;
(c) a schedule to these Standard Terms is a part of the document;
(d) a reference to an Agreement or document or law is a reference to the Agreement,
document or law (and, if applicable, any of its provisions) as amended, novated,
supplemented or replaced for the time being;
(e) a reference to “dollars” or “$” is to an amount in Australian currency;
(f) where an expression is defined, another part of speech or grammatical form of
that expression has a corresponding meaning; and
(g) the words “including”, “for example” or “such as” when introducing an example
do not limit the meaning of the words to which that example relates or an example
or examples of a similar kind.
14.3 Entire Agreement
The Agreement constitutes the entire Agreement between PWT and the Customer in respect
of the subject matter of this Agreement and merges all previous discussions between
them.
14.4 Further assurances
Each party must do all things and sign all documents necessary to give effect to
the Agreement.
14.5 Governing law and jurisdiction
The laws of Victoria govern this Agreement.
The parties irrevocably submit to the jurisdiction of the courts of Victoria.
14.6 Headings
Headings do not affect the interpretation of the Agreement.
14.7 Severance
Each provision of the Agreement is severable from the others and severance of a provision
does not affect any other provision of that Agreement.
14.8 Subcontracting
Subject to the approval of the Customer, which will not be unreasonably withheld,
PWT may subcontract the work to be performed under the Agreement.
PWT is responsible for ensuring that any obligations which it subcontracts are properly
performed by the subcontractor concerned.
PWT will ensure that each subcontractor is aware of the provisions of this Agreement
relevant to that part of the work which the subcontractor is to perform.
The Customer may on reasonable grounds request withdrawal and/or replacement of any
subcontractor.
14.9 Time of the essence
Time will be of the essence in complying with all stated dates and times.
14.10 Unforeseen events
A party (the ‘affected party’) is excused from performing its obligations to the
extent it is prevented by circumstances beyond its reasonable control (other than
lack of funds for any reason), including but not limited to acts of God, natural
disasters, acts of war, riots and strikes outside that party’s organisation.
When the circumstances described in the preceding paragraph arise or are reasonably
perceived by the affected party as an imminent possibility, the affected party will
give notice of those circumstances to the other as soon as possible, identifying
the effect they will have on its performance. An affected party must make all reasonable
efforts to minimise the effects of such circumstances on the performance of this
Agreement.
If non-performance or diminished performance by the affected party due to the circumstances
described above continues for a period of 30 (thirty) consecutive days or such other
period as may be specified in this Agreement, the other party may terminate the Contract.
If this Agreement is terminated in these circumstances, each party will bear its
own costs and neither party will incur further liability to the other.
If PWT is the affected party, it will be entitled to payment for work performed prior
to the date of intervention of the circumstances described in this clause 14.10.
14.11 Waiver
A waiver by a party of a breach will not be regarded as a waiver of any other breach.
A failure by a party to enforce a provision will not be interpreted as a waiver (unless
the waiving party confirms in writing that a waiver was intended).
Schedule 1
Dictionary
Agreement means the Agreement for the supply of the Services and the Equipment comprising
(a) the letter from PWT to the Customer headed ”Pulse Service Agreement”, and
(b) these Standard Terms.
Authorised User means a third party that the Customer allows to access the Services.
Commencement Date means the date described as the Commencement Date in the letter
referred to in paragraph (a) of the definition of “Agreement”.
Equipment means any equipment, software and\or communications line described in the
letter referred to in paragraph (a) of the definition of “Agreement”.
Software means the software that PWT provides to deliver the Services to the Customer.
Services means the financial information services described in the letter referred
to in paragraph (a) of the definition of “Agreement”.
PWT means Paritech Wealth Technology Pty Ltd, ABN 78 099 047 364.
Customer means the entity described as the “Customer” in the letter referred to in
paragraph (a) of the definition of “Agreement”.
Business Days means a day which is not a Saturday, Sunday, a public or bank holiday
in Melbourne.
GST Act means A New Tax System (Goods and Services Tax) Act 1991.
Recipient means a party that has received a Supply.
Straight Through Processing Means the processing of your order by a number of validation
rules without necessarily involving manual intervention or review.
Supply has the meaning given to it in the GST Act.
Supplier means a party that has made a Supply.
Schedule 2
Software Support Services
Product Support Services
The hierarchy of support that Customer will provide to Authorised users, and the
obligations of PWT to provide Software Support Services within that structure is:
–
(a) Level 1 support provided by the Customer
Characterised as the type of support provided by a Help Desk operator.
Receiving, recording and responding to a problem report from a client in the first
instance.
Gathering facts and performing any appropriate high level analysis.
Advising users of prevailing operating conditions.
Creating a support job and assigning to a Level 2 support agent where necessary.
Monitoring status of outstanding jobs.
Maintaining proper records of all support jobs.
(b) Level 2 support to Customer
Characterised as the type of support provided by a product/IT expert.
Detailed fault analysis requiring product expertise.
Liaising with client including on-site inspection and diagnosis where required.
Enactment of standard workaround, fallback and recovery procedures.
Liaison with product vendors where necessary.
(c) PWT product support to the Customer
Characterised as the type of support provided by a vendor to a user or service provider.
The support services are –
q application enhancement; and
q application maintenance.
Requests to PWT for the provision of such services will generally only be raised
by a Level 2 support agent and may require PWT to liaise directly with the client
including on-site inspection and diagnosis in company with a Level 2 support agent.
Help Desk
The Customer will operate a Help Desk equipped with systems for recording and tracking
all customer support calls.
Services Administration
The Customer’s Systems Administrator will operate the problem reporting and change
request system.
Installation Planning
The Customer’s Systems Administrator will plan installations for new end users and
control product upgrades.
Help Desk
PWT operate a business to business Help Desk equipped with systems for recording
and tracking all support calls. Help Desk Level 2 support agents operate PWT’s problem
reporting and change request system. Help Desk systems, in conjunction with the Customer’s
Level 2 support agent, will agree the level of support to be provided by PWT. This
agreed level of support will be measured against the defined service levels outlined
in Schedule 2 of this agreement.
The PWT Help Desk will maintain a record of any reported problems and actions taken
by PWT to rectify any problems..
Application Enhancement
The analysis, design, development and implementation of functional
and/or usability improvements. Such improvements may be at the initiative of PWT
or requested by the Customer. The level of this service is measured by the time taken
to provide an initial estimate, the time taken to provide a detailed quotation and
the extent of any discrepancy between the quoted and actual time to deliver the enhancement.
Please note that Application Enhancement services are usually quoted on a time and
materials basis.
Application Maintenance
A roll up of maintenance releases and application changes of a performance or other
non-functional nature. Delivered and implemented as an upgrade release or a new product
release.
Delivery Methods and Measurement
The method by which each service is delivered and the agreed level of service delivery
are specified in Table 1 – Service delivery methods and measurements.
Service Request Channels
Service requests can be raised on the following PWT response channels –
Service Request Priority
PWT, in conjunction with the Customer, will assign a priority to each service request
based on an agreed assessment of the impact of the problem on the Customer’s business,
as follows:–
Types of Action
Escalation Of Service Requests
Where a request has not been serviced in the time allowed according to its priority,
the Customer may choose to escalate the situation in turn to each of the contacts
listed below –
Monitoring Service Quality
Service delivery will be monitored by the Customer. The measurement interval is the
calendar quarter and the Customer will compile and distribute a performance report
within four business days of the end of the calendar quarter. PWT will record any
and all service requests made during each measurement period together with the actual
time taken by PWT to perform each action. These reports will be used as the basis
of periodic operational reviews by PWT and the Customer.
Measuring Service Quality
To enable the Customer to quantify the quality of service being delivered, a system
of penalty points will operate. Where PWT fails to service a request within the allowed
time, a prescribed number of penalty points will be incurred in every measurement
period in which the service request remains open. The accrual of forty (40) or more
penalty points in any one measurement period gives the Customer the right to reduce
for that period the fees payable to PWT from those Customers affected by the fault
by n% where n = actual number of penalty points incurred, up to a maximum of 100%.
The accrual of forty (40) or more penalty points in three successive measurement
periods generates the termination condition, whereby the Customer has the right to
invoke the termination (non-performance) provisions of the Agreement.
Performance Level Applying to Services Uptime
Services uptime comprises a series of availability ratings specified by PWT and accepted
by the Customer. When Services are installed at a Customer site to fail to meet the
uptime specification, PWT will, raise a problem report against the product at the
appropriate priority. Repeat occurrences of system outages / downtime infringements
can lead to repeated defect reports being raised.
Table 1 – Service delivery methods and measurements are quoted in elapsed business
hours.
A singular monthly invoice will be raised covering the above software Licences inclusive
of GST per month, with the first invoice to be issued in June, 2009.
This contract has been agreed between the parties and shall be effective as from
the 1 May, 2009
Current Market View
