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SOFTWARE MAINTENANCE AGREEMENT

    DEFINITION OF CAPITALISED ENTITIES
    CUSTOMER The party purchasing the software support licence.
    PRODUCT - The Software product purchased.
    TERM - The duration of the support service.
    COMMENCEMENT DATE- The date on which the support service begins
    DISTRIBUTOR Gainsborough Software Ltd
    SUPPLIER - The author/developer of the software.
    MAINTENANCE FEE The maintenance fee paid for support of the product.
    AGREEMENT
  1. This Agreement provides maintenance and support services to the CUSTOMER on the PRODUCT. The agreement will remain in effect for a period of the TERM commencing on the COMMENCEMENT DATE, and may be extended for additional periods provided the CUSTOMER pays the DISTRIBUTOR the then applicable maintenance fee.
  2. This Agreement may be terminated by the CUSTOMER on any TERM anniversary of the COMMENCEMENT DATE with 60 days prior written notice to the DISTRIBUTOR.
  3. Software maintenance can be purchased for the PRODUCT only if a licence agreement to use the PRODUCT has been entered into by the CUSTOMER from a source authorised by the SUPPLIER.
  4. PRODUCT upgrades or enhancements which are made available to DISTRIBUTOR from SUPPLIER will be made available to CUSTOMER by DISTRIBUTOR free of charge during the term of this Agreement.
  5. If a problem occurs at a CUSTOMER site with the PRODUCT or its use, upon receipt of suitable documentation, the DISTRIBUTOR agrees to inform the CUSTOMER of the disposition of the problem within two weeks of receiving the notice. The DISTRIBUTOR will recommend corrective action, or provide a date by which the CUSTOMER can expect to receive a revised copy of the PRODUCT that will perform to specification.
  6. The CUSTOMER will be provided with a telephone number through which to communicate all questions related to the PRODUCT. The DISTRIBUTOR will provide advice on resolving processing difficulties encountered in the use of the PRODUCT. This service will operate 24-hours per day 7-days per week.
  7. It is the responsibility of the CUSTOMER to provide the DISTRIBUTOR with access to and use of all information and facilities determined necessary by the DISTRIBUTOR to support the PRODUCT. The CUSTOMER is also responsible for maintaining a procedure external to the PRODUCT for reconstruction of lost or altered files, data or programs to the extent decreed necessary by the CUSTOMER, and for the actual reconstruction as necessary.
  8. All updates, enhancements, media and documentation related to the PRODUCT provided under this Agreement become part of the PRODUCT, and hence are subject to the same copyright, confidentiality and use limitations on the PRODUCT as provided in the Licence Agreement for the PRODUCT.
  9. This Agreement will be construed according to the laws of England and Wales.
  10. This Agreement, which is entered into by the DISTRIBUTOR and the CUSTOMER with full knowledge of the aforesaid terms and conditions, becomes effective and binding on all parties only on payment by the CUSTOMER of the MAINTENANCE FEE.