Paritech Wealth Technology Pty Ltd ABN 78 099 047 364
Standard Terms for the provision of Services and Equipment
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
- 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.
- 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.
- 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.
4.1 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.
5.1 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.
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.
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.
- ?Financial matters
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.
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.
- 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.
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.
10.1 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.
one party ?
commits a material breach of this Agreement which is not capable of being remedied
fails to remedy a breach capable of being remedied within a period stated by notice in writing (which period must be reasonable in the circumstances)
becomes an externally-administered body corporate
Note Section 9 of the Corporations Act 2001 (Cwlth) defines when a company is an externally administered body corporate
assigns or purports to novate its rights otherwise than in accordance with the Agreement.
|the other party may terminate this Agreement on written notice to the other, while preserving any rights that may have accrued to it.|
For the purposes of clause 11.1, the parties acknowledge that a series of minor breaches may constitute a ‘material breach’.
Either party may otherwise terminate this Agreement by giving the other 3 months written notice.
- Problem resolution
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.
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.
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.
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.
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.
- 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.
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.
Headings do not affect the interpretation of the Agreement.
Each provision of the Agreement is severable from the others and severance of a provision does not affect any other provision of that Agreement.
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.
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).
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.
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.
The Customer will operate a Help Desk equipped with systems for recording and tracking all customer support calls.
The Customer?s Systems Administrator will operate the problem reporting and change request system.
The Customer?s Systems Administrator will plan installations for new end users and control product upgrades.
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..
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.
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 ?
|Telephone PULSE Support (business hours)||1300 652 511|
|Telephone General Support (business hours)||1300 652 511|
|Mobile (business hours emergency)||0418 378 501|
|Telephone (emergency out of hours)||0407 097 523|
|Online||To be completed|
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:?
|Request Priority ?||Interpretation|
|Critical||Customer exposed to financial or serious reputational loss.|
|High||Customer experiencing serious usability problems or exposed to significant reputational loss.|
|Medium||System functions degraded.|
|Low||Low priority but response still required.|
|Information Only||Feedback that is useful for the future development of the product|
Types of Action
|Respond||A person representing PWT attempts to contact the person raising the service request using the contact details supplied in the request.|
|Workaround||?Recommend or implement action that allows the required result to be achieved by other means or confirm that no workaround is available.|
|Resolve||Either provide a permanent correction so that the application conforms with the Specification or alter the Specification with the Agreement of the Customer.|
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 ?
|Final||Rick Klink||Managing Director||383415605|
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.
|Service provided||Priority of service request||Delivery method / measurement||Penalty points applicable|
|Defect correction||Respond to request||Provide workaround||Resolve|
|Critical||30 bus mins||4 bus hrs||24 bus hrs||4|
|High||1 bus hr||8 bus hrs||32 bus hrs||3|
|Medium||4 bus hrs||32 bus hrs||50 bus hrs||2|
|Low||8 bus hrs||50 bus hrs||b/e||1|
|Application enhancement||Provide initial estimate||Provide detailed quotation||Deliver enhancement|
|High||24 bus hrs||48 bus hrs||As per quotation||2|
|Medium||40 bus hrs||120 bus hrs||As per quotation||1|
|Application maintenance||Deliver maintenance release|
|Every 4 months||1|
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