Upon placing a purchase order for Support Services, the Customer acknowledges that the Support Services provided to the Customer by Digital Barriers Services Ltd (“DB”), shall be subject to and governed by these DB Support Services Terms and Conditions (the “Agreement”), in addition to the terms applicable to your product purchase order which shall become binding on the date the purchase order is accepted by DB. The “Support Services” described below commence on either (i) the “Delivery” date of the related products or services (as defined in the DB Standard Conditions of Sale or as otherwise agreed); or (ii) the agreed start date if Support Services are purchased as a stand-alone order.
Standard Support provides access to online and telephone support staff between 09:00 and 17:00 hours (GMT/BST only) Monday to Friday in the UK, excluding UK Public Holidays.
Out of Hours Support provides remote technical telephone support between 17.00 and 09.00 hrs Monday to Friday including weekends and UK Public Holidays. Our support response commitment for out of hours are detailed in point 5. below:
Customers may access the DB Support Site on a 24/7 basis which contains useful support information and FAQs as well as the ability to log an online support request. The use of the website shall be governed by the terms and conditions published on the website.
Standard Support and Maintenance
DB shall use reasonable endeavours to acknowledge receipt of a logged support request and reply with a first line support response on the same Business Day if received before 1pm (GMT), or otherwise guaranteed within three (3) Business Days.
If an issue cannot be resolved by a first line support engineer, the issue may be passed to a designated second line support engineer who will use reasonable endeavours to respond to the support request on same Business Day if escalation request is received before 1pm (GMT), or otherwise guaranteed within three (3) Business Days of receipt of escalation.
If a site visit (done remotely or in person) is required Customers with this Support Services Agreement shall be entitled to a discounted rate of £600 per day (ex VAT). DB reserve the right to change and publish from time to time. This will be chargeable pro-rata per half day. Reasonable travel & subsistence costs shall be borne by DB.
For product repairs which do not fall under DBs product defects warranty, DB shall use its reasonable endeavours to repair hardware, subject to availability of parts. The cost of replacement parts shall be borne by the Customer. All shipment costs shall be borne by the Customer. DB does not guarantee the availability of parts, and the Customer hereby acknowledges that availability of parts may decrease as time goes on so repairs may become more expensive or less viable. DB shall be entitled to charge labour costs for fault diagnosis, as well as repair time at the rates set out below. The Customer acknowledges that despite DB’s reasonable efforts, not all problems may be solvable. DB will advise the Customer if this is the case and may offer an alternative product.
Out of Hours Support
DB’s out of hours support enables customers to gain additional remote support twenty-four hours a day, seven days a week (including bank holidays), provided the logged call is fixable by remote support.
DB shall use reasonable endeavours to acknowledge receipt of logged grade one business critical support requests, requiring immediate attention (i.e. server failure/inaccessible) within two (2) hours and provide a remote fix solution within four (4) hours.
DB shall use reasonable endeavours to acknowledge receipt of a logged grade 2 non-business critical support request on the basis as set out in the Standard Support and Maintenance package.
The Customer shall ensure that its systems can receive a remote connection from DB for the purpose of carrying out support under this Agreement. If Customer systems are unable to be accessed remotely due to, for example, security firewalls, DB obligations regarding remote support shall be relieved unless and until a viable alternative means of remote access can be found.
DB shall invoice the Support Charge, plus VAT, to the Customer at the beginning of the service period (the “Effective Date”) and each subsequent anniversary. The Support Charge shall be payable within thirty (30) days from the date of the invoice. DB may withhold support if the Support Charge is not paid in accordance with this clause.
DB reserves the right to amend the annual Support Charge and shall provide the Customer with at least sixty (60) days’ notice of its intention to amend the Support Charge for the next annual period.
This Agreement shall automatically renew on the anniversary of the Effective Date unless the Customer provides DB with thirty (30) days prior written notice that it does not wish to renew this Agreement.
DB may terminate this Agreement if the Customer is in material breach of this Agreement and such breach has not been rectified within twenty (20) days of written notice of such breach.
The scope of faults covered by this Agreement is limited to software and products supplied by DB that is being used within its design specifications and in accordance with the manuals supplied and the purpose for which such software and products were intended. Specifically excluded faults include those caused by the operating environment, external connections into the system, non-DB trained personnel configuring without DB’s supervision, faults caused by third parties, changes to the Customer’s technical environment or changes to the Customer’s host data. DB shall use reasonable endeavours to provide support for third party products and software which were sold to the Customer simultaneously with DB products and/or software as part of a package at the point of purchase, however, the Customer acknowledges the where DB is unable to solve an issue, DB will be entitled to rely on support from such third party and there is no guarantee that the problem will be solvable.
DB reserves the right to charge the Customer for time spent on faults which are outside the scope of this Agreement at the applicable rates defined in clause 3 and 4, of this Agreement.
DB does not guarantee, represent or warrant consultation results, identification of all viruses, or that all errors, bugs or problems with hardware will be corrected. To the maximum extent permitted by law, DB’s total cumulative liability to the Customer (from all causes of action of any kind, including contract, tort or otherwise) arising out of or related to the Support Services provided under this Agreement shall in no event exceed the annual Support Charge in the period in which such liability arose.
Customer acknowledges that it is solely responsible for protecting and backing up data and information stored on its computers on which any DB software is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable, before contacting DB for support. DB is not responsible for lost data or information in the event of errors or other malfunction of the software or computers on which the software is used.
Nothing in this Agreement shall exclude or in any way limit DB’s liability for death or personal injury caused by its gross negligence or for fraud or fraudulent misrepresentation.
DB shall have no liability to the Customer for any Consequential Loss arising from, relating to or in connection with the performance or non-performance of this Agreement. “Consequential Loss” shall mean loss of profit or anticipated profit, income, revenue or data, or incidental, consequential or punitive damages or losses in each case whether direct or indirect and whether or not foreseeable.
No person that is not an express party to this Agreement shall have any rights hereunder.
Customer may not assign, transfer, charge or otherwise encumber, declare a trust over or deal with in any other manner this Agreement or any right, benefit or interest under it, or subcontract any of its obligations under it, without the prior written consent of DB.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
No purported variation of this Agreement shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.
No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach. No waiver shall constitute a continuing waiver unless expressly stated to be so.
This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.