SaaS Agreement
GENERAL TERMS SAAS SERVICE AGREEMENT
Odyssee Mobile nv
2015
SaaS Service Agreement
2015
GENERAL TERMS SAAS SERVICE AGREEMENT
Odyssee Mobile
The parties:
(1)
Odyssee Mobile nv, with registered office at Stalingradlaan 100,
Brussels (1000), Belgium, (hereinafter referred to as “Odyssee”);
(2)
The Company who subscribes to the Service by using it (hereinafter
referred to as “End User”);
2.3
The End User shall not use the Service (i) to send messages that can be
considered as SPAM or other copies or undesired messages violating
the applicable legal provisions, (ii) deliberately stock or send material
of an obscene, threatening or illegal nature, including material
harming children or violating the privacy of third parties, (iii)
deliberately stock or send material containing viruses, worms, Trojan
horses or any other harmful computer program or code, file, script or
agent, (iv) deliberately interrupt or disturb the integrity and
functioning of this Service, including the data that the Service can
contain, or (v) attempt to gain unauthorized access to the Service or
the related systems or networks.
2.4
The End User is personally and fully responsible for the Use of the
Service. The End User authorizes ODYSSEE to mention that he is an
End User of the Service and of the Service and the version thereof he
uses.
2.5
The database developed by ODYSSEE which comprises End User data
can only be accessed by the End User by using the application
interface or by requesting the ODYSSEE web services.
Whereas:
(a)
The Service Agreement relates to the Service provided by ODYSSEE
related to the software developed by ODYSSEE as set forth in Annex 4
(hereafter “the Software”). This Agreement will enter into force as
soon as it is signed.
It is agreed as follows:
Clause 1 – Definitions
The following definitions shall have the following meaning in this Service
Agreement:
"Service": the term Service comprises the Odyssee online software platform,
including the offline software components described in Annex 4, identified by
Odyssee as part of the Service and put at the End User’s disposal by ODYSSEE
under the Conditions set forth herein.
Clause 3 – Protection of the data of the End Users
3.1
" Equipment”: the Equipment refers to each and any system on which the offline
software components can be installed or used,.
ODYSSEE uses the most advanced technology available at today’s date
for internet security. If the End User uses the programs subject to the
Service via an internet browser supporting SSL, a Secure Socket Layer
(SSL) technology will authentify his access and completely encrypt the
data. This guarantees the End User that his data are safe, secured and
only accessible for registered Users that are part of his organization.
3.2
“End User”: end user of the Software, or a part thereof, for Use in its enterprise by
each and any User (as defined hereafter) after acceptance of the relevant terms of
the Service Agreement.
ODYSSEE provides every User of the End User’s organization a
unique user’s login and password that must be used each time to log
in the programs given in Service.
3.3
“User”: each and any person and/or employee that is in one way or another part
of the End User’s organization or enterprise or who falls under the authority and
responsibility of or is authorized by the End User, after acceptance of the relevant
clauses of the Service Agreement.
ODYSSEE only uses a "cookie" to keep encrypted authentification
information during a session. This "cookie" does not contain a user’s
login or password of the User. ODYSSEE does not use the “cookies”
to keep other confidential user’s data.
3.4
The programs given in Service are hosted in secured Class A
datacenter surroundings, and the best technology is used to prevent
outsiders from accessing or interfering with the End User’s data.
"Use": as part of the Service, Odyssee puts the use of the Software at disposal of
the End User.
“Go Live” means final acceptance by the End User of the full functionality of the
Service in accordance with Annex 4.
Clause 4 – End Users information and data
Clause 2 – The Service
2.1
Under the present agreement, ODYSSEE grants a non transferable, non
exclusive right to the End User to use the Service worldwide in
accordance with the terms and conditions provided herein for Use in
its enterprise. All rights that are not expressly granted pursuant to this
Service Agreement belong exclusively to Odyssee. If the End User is or
becomes a direct competitor of Odyssee it may not use the Service
without Odyssee’s express prior written consent. In addition, the End
User shall not use the Service to perform functionalities, monitoring,
performance, etc. in view of benchmarking or competing activities.
2.2
The End User shall not, completely or partially, use, print, copy,
modify, translate or change the Service, safe as expressly provided in
the present conditions or admitted by compulsory legal provisions.
The End User shall not convert the software that is part of the Service
to source code, nor decompile it or analyze it or disassemble or
"reverse-engineer" it and any such action or attempted action shall
constitute a severe breach of the Service, unless it is expressly
authorized by a compulsory legal provision. The applicability of article
6, §1 of the law of June 30, 1994 is expressly excluded.
4.1
ODYSSEE is or becomes in no case owner of the data, information or
documents put on the software platform by the End User during the
Use of the Service. The End User, and not Odyssee, is sole responsible
for the accuracy of its own (customer)data, the quality, integrity,
legality, reliability and intellectual property or user’s rights thereon or
thereof. ODYSSEE is in no case responsible for the removal,
modification, adaptation, correction, destruction of these (customer)
data, nor for the loss thereof or the impossibility to save (customer)
data on/via the Service. In case of termination of this agreement for
fault of the End User, including the failure to pay the Service, the End
User’s right of access to and Use of the Service will immediately
terminate and ODYSSEE shall in no event be obliged to conserve or
transfer the End User’s data saved on/via the Service.
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SaaS Service Agreement
(v) assure that all persons or entities with any responsibility with
respect to the Designated Equipment, including but not limited to
the responsible system manager, are aware of the provisions of this
article and have undertaken the same confidentially obligation
with respect to the programs and software that are the object/part
of the Service as the one provided in this paragraph. The End
User’s obligations provided in this article apply both during the
Service Agreement and for maximum 12 months after the
termination thereof.
Clause 5 – Term
5.1
5.2
This Service Agreement commences as from the registration on or the
use of the Service following Go Live for the initially convened period
(yearly or monthly). The Service Agreement will be tacitly renewed for
successive periods unless the End User notifies ODYSSEE in writing
by registered mail that it wishes to terminate this Service Agreement
with at least 45 days termination notice prior to the beginning of a new
contract period for yearly licenses and 20 days termination notice prior
to the beginning of a new contract period for monthly licenses. At all
times during the course of the Agreement and till 2 weeks after
termination of this Agreement as mentioned in this paragraph,
Odyssee will provide the web services to End User that allow End
User to retrieve his data.
Odyssee may terminate the Use of the Service forthwith and without
compensation to the End User if the End User becomes insolvent, is
declared bankrupt or proposes a concordat, stops its activities or is
liquidated. Odyssee may also terminate the Service Agreement
without compensation to the End User if the End User transfers or
attempts to transfer software that is put at its disposal pursuant to a
service agreement or other agreement with ODYSSEE without
ODYSSEE’s prior written approval. Within two (2) weeks following
the end of the Use of the Service in accordance with this Article, the
End User will confirm in writing to ODYSSEE that the original and all
partial or full copies in any and all forms, of the software, including of
the offline components that were put at his disposal, have been
destroyed and/or removed from all and any IT carriers, but excluding
the backup carriers.
Clause 7 – Property right
7.1
The End User recognizes that the Service is confidential and protected
by ODYSSEE’s intellectual property rights. The present Service
Agreement is not a sales agreement and does not confer any
ownership right to the End User. The programs and software that are
the object/part of the Service, including all intellectual property rights
thereon,
suggestions,
ideas,
improvements,
feedback,
recommendations and all other information reported by the End User
or a third Party or questions to ODYSSEE relating to or in connection
with the Service only belong to ODYSSEE, except as stated in Article 7.
6.2
The End User shall keep the programs and software that are
object/part of the Service confidential, shall only use it on the
Designated Equipment and shall not disclose it to third parties except
for the Use thereof towards customers and colleagues.
6.3
The End User shall
(i) put the programs and software that are the object/part of the Service
only at the disposal of its Users that need to have access to it to use
the programs and software that are the object/part of the Service on
the Designated Equipment and that have been informed of
ODYSSEE’s property rights on the programs and software that are
the object/part of the Service;
(ii) assure that these Users treat the programs and software that are the
object/part of the Service confidentially;
Rights on and title to the programs and Software that are the
object/part of the Service will at all times remain with and be vested in
ODYSSEE.
Clause 8 – Remuneration and payment modalities
8.1
The remuneration for the use of the Service will be invoiced in
advance according to the chosen license period (yearly/monthly), and
payment is to be made at the due date of invoice without discount or
compensation, into ODYSSEE's bank account in Belgium, in
accordance with the number of Users that will use the Service, as
agreed in accordance with the applicable User’s prices as per Annex 3.
An order accepted by Odyssee cannot be revoked and hence results in
payment obligations of the related remuneration. Each renewal of the
Service Agreement occurs at the conditions applicable to the Service
Agreement at the time of the renewal, unless ODYSSEE has notified
the End User at least 60 days prior to the renewal of a modification of
the applicable conditions, including a price modification. Such
notification can occur per e-mail. Notwithstanding an initially
convened period mentioned in Annex 3 longer than 12 months, the
prices can be adjusted in accordance with the Belgian health index (or
a comparable index in the event the Belgian health index will not
longer be published) at the end of each 12 months period. The End
User shall be liable to pay for all ordered User’s logins, independent of
whether the Users are active or not as set forth in Annex 3. During the
Service Agreement, the End User can request additional or less User’s
logins, and substitution of named personnel of End User by other
named personnel shall be considered a zero license cost.
8.2
The following shall apply to additional User’s logins :
Clause 6 – Protection and Security of the Service
6.1
(i) extra User’s logins shall end at the same time as the logins under
the existing ongoing Service Agreement,
(ii) the User’s price for the additional Users is the price applicable at
the time of the order for the additional users and
(iii) for User’s logins requested during a calendar month, the full
month shall be payable.
8.3
The following shall apply to reduction of Users’ logins: the reduction
of Users logins will be taken into account at the time of the renewal of
the Service Agreement, given the fact this reduction has been
communicated 45 days before renewal of yearly licenses and 20 days
before renewal of monthly licenses which might lead to price changes
as set forth in Annex 3. All price agreements are confidential and the
End User undertakes to refrain from divulging them to third parties.
(iii) avoid the divulgation or any other form of dissemination of the
programs and software that are the object/part of the Service to
other persons than those mentioned in (i);
(iv) not allow anybody to make the programs and software that are the
object/part of the Service public nor put it at the disposal of
(a) third parties, and/or
(b) in no case any department or enterprise of the End User
involved in the development or sale of programs,
applications or products that are competing with the
programs and software that are the object/part of the Service;
and
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8.4
All invoices of ODYSSEE, other than those for the use of the Service,
are payable within 30 days as per Annex 3, without discount or
compensation, into ODYSSEE's bank account in Belgium. In the event
of late payment of any invoice of Odyssee which is not remedied
within 20 business days following receipt by End User of a written
reminder, ODYSSEE shall be entitled ipso jure and without further
notice of default, to terminate the use of the Service. After termination
of the use, ODYSSEE will keep the data of the End User saved on/via
the Service for 20 business days, in case the End User reactivates the
Service. If no reactivation takes place, ODYSSEE will continue, till 2
weeks after these 20 business days, to provide the web services to End
User that allow End User to retrieve his data, as set forth in Article 5.
After these 2 weeks, ODYSSEE shall in no event be obliged to conserve
or transfer the End User’s data saved on/via the Service.
11.4
If the End User fails to respect its obligations under or the provisions
of the present agreement or of the annexes hereof or of an order
accepted by ODYSSEE, ODYSSEE shall give prior notice of default to
the End User with the request to remedy as yet the failure and the End
User must remedy the failure within 10 days following the notice of
default. Such default may be notified by email. If the End User fails to
remedy after such 10-day period, ODYSSEE shall be entitled to
terminate the Use of the Service forthwith, ipso iure, without further
notice of default and without any reimbursement or compensation by
ODYSSEE and without prejudice of ODYSSEE’s right to the entire
compensation of all its damages and/or of all and any or the remedies
available to ODYSSEE pursuant to the law, the present agreement, its
annexes or the order.
12.1
Under the following conditions ODYSSEE shall at its own expense
take on the End User’s defense against every claim of a third party
based upon the allegation that the programs developed by ODYSSEE
to which the Service relates and delivered in accordance with the
present Conditions would infringe a European patent, copyright,
trademark or trade secret and ODYSSEE shall hold the End User
harmless for any compensation it would have to pay to third parties
following a final judicial decision : (i) the End User must have notified
Odyssee immediately in writing of each claim related to infringements
of a European patent, copyright, trademark or trade secret and must
transmit to Odyssee all available information regarding the claim and
related facts and all other useful information for the defense, (ii) the
End User must give Odyssee full and exclusive control with respect to
the claim, the procedure, defense and/or possible friendly settlement,
and (iii) the End User must fully cooperate with Odyssee for all
matters related to the defense, the trial and/or the friendly settlement.
12.2
If the Use of the programs to which the Service relates is challenged
because it would violate a patent, copyright, trademark or trade secret,
or is in ODYSSEE’s discretionary opinion likely to be challenged on
such basis, ODYSSEE shall be entitled, in his discretionary choice and
at its own expense, to:
Clause 10 – Stocking and Transfer data
10.1
Each version of the Service has a specific determined data storage
capacity and a monthly data transfer quotum that are included in the
User’s price of the Service. If the required storage capacity or the
monthly data transfer as indicated in Annex 3 is more important than
the quota included in the Service, the excess will be charged to the
User at the applicable prices at such time. Insofar as possible,
ODYSSEE will endeavor to warn the End User if it reaches 90 % of its
allocated storage capacity or its monthly data transfer quota.
However, the absence of such warning does not affect the End User’s
responsibility and liability for all extra used storage space or data
transfer. ODYSSEE has the discretionary right to adapt the conditions
relating to the allocated storage capacity or data transfer from time to
time.Clause 11 – Terms & Termination
a) obtain for the End User the right to use the programs to which the
Service relates; or
b) replace the programs to which the Service relates by similar
programs that do not constitute an infringement; or
c) modify the programs to which the Service relates in such way that
they are equivalent but do not longer constitute an infringement; or
d) terminate the agreement and reimburse the compensation paid by
the End User for the Use of the Service, pro rata the remaining
period.
12.3
Clause 11 – Guarantee
11.1
ODYSSEE guarantees that all the programs developed by ODYSSEE
and to which the Service relate are, at the time of delivery to the End
User, the most recent officially released versions of such programs.
ODYSSEE does not guarantee that the functions of the programs will
satisfy the requirements of the End User, nor that the programs will
operate in accordance with the End User’s expectations. Prior to
ordering the Service, the End User has studied the programs and their
operation and characteristics and accepts full responsibility for the
choice of the programs to which the Service relates, for the Use thereof
and for the results obtained therewith. Except as expressly provided in
the present agreement, ODYSSEE does not give any guarantee of any
kind, express or implied and including with respect to the suitability
for a specific purpose.
11.2
The End User undertakes to notify immediately to ODYSSEE possible
faults or problems.
11.3
If the programs with respect to offline software components to which
the Service relates do not correspond to the aforementioned
description, the End User’s sole remedy and ODYSSEE only liability
will be to replace such programs to which the Service relates by the
last officially released version of such program.
Unless a separate maintenance agreement concluded with ODYSSEE
provides for the specific adjustment of the offline software
components to certain circumstances, ODYSSEE will not be liable for
any malfunctioning or faultive functioning of the programs to which
the Service relates caused by the Equipment, including without
limitation, a modification of the basic software (system software) with
which the programs to which the Service relates operate, or by the
addition or operation of other computer programs on the Equipment.
Clause 12 – Intellectual Property Rights
Clause 9 – Default
9.1
ODYSSEE has the same rights and choices if the infringement would
be determined by a judicial decision.
Clause 13 – Maintenance, assistance and support for the
programs to which the Service relates
13.1
ODYSSEE shall provide maintenance, assistance and support for the
Serviced Programs in accordance with the version of the Serviced
Software chosen by the End User as specified in Annex 2.
Clause 14 – Transfer or modification
14.1
The Use granted hereunder and the Service put at the End User’s
disposal under the present Conditions may not be ceded, sublicensed
or transferred in any other way by the End User to any third party
without ODYSSEE’s prior written consent.
Clause 15 – Entire Agreement
15.1
The parties agree that the signed Service Agreement and each and
every of the annexes attached thereto contain the entire agreement
between the parties with respect to the provision of the Service and
possible related material. This Service Agreement replaces and
supersedes all offers, order forms or any prior written or oral
communication between the parties.
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SaaS Service Agreement
Clause 16 – Validity
Annex I – General Conditions
16.1
1.
It is understood between the Parties that if any non essential provision
of this Service Agreement is or becomes illegal or unenforceable, such
illegality or unenforceability shall not invalidate any of the remaining
provisions of this Agreement. In such case the invalid or unenforceable
provision shall be replaced by a valid and enforceable provision whose
legal and economic effect is as close as possible to the intentions of the
Parties with the invalid or unenforceable provision.
Clause 17 – Waiver of a right
17.1
17.2
Waiver of a breach or default under this Service Agreement shall not
operate as a waiver of any other breach or default. Failure or delay by
either party to enforce compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition.
Any facilities or rights allocated by a Party to the other which are not
expressly provided for in writing are given on a case to case basis and
do not entail any acquired right(s).
Clause 18 – Service Level Warranties
18.1
Odyssee warrants an accessibility of the Hosted Odyssee Software of
99,9 % in each one-month period. If ODYSSEE fails to meet this
guarantee, it shall indemnify the End User as follows : (a) three days of
Service added to the end of Your term for the Service, at no charge to
You, for each month where the monthly accessibility is between 98%
and 99,9%; or (b) seven days of Service added to the end of Your term
for the Service, at no charge to You, for each month where the monthly
accessibility is between 96% and 98%; or (c) fifteen days of Service
added to the end of Your term for the Service, at no charge to You, for
each month where the monthly accessibility is less than 96%; insofar as
ODYSSEE has received a written request for such compensation from
the End User within 10 days following the end of the concerned month
and insofar the failure is not due to the Azure datacenter. In this case,
the
Azure
SLA,
which
can
be
found
on
http://www.windowsazure.com/en-us/support/legal/sla/ apply.
2015
Scope
The present general conditions (hereinafter “General Conditions”) apply on all
ODYSSEE’s offers and on all agreements between ODYSSEE and its customers
(hereinafter “Customer”). The General Conditions prevail on the conditions of the
Customer or a third party, even if ODYSSEE has not expressly contested them.
Other conditions than the General Conditions, including deviations there from,
will only be opposable to ODYSSEE if ODYSSEE has confirmed them in writing.
In case of conflict, the conditions in the Service Agreement supercedes those of
this Annex 1.
2.
Offers
Offers are only given as information and are not binding. A Customer’s order is
binding to the Customer but ODYSSEE will only be bound by an order after
having accepted it in writing.
3.
Delivery
The convened periods and/or dates of delivery are purely indicative and do not
bind ODYSSEE.
Deliveries of goods take place ex works (office ODYSSEE) (Inco terms 2000). The
risk and transport costs as from ODYSSEE’s office are for the Customer.
If it has been convened that ODYSSEE will deliver goods at another place, the
Customer must take delivery of the goods at the time of delivery at such place.
If the Customer does not take delivery of the goods within the stipulated period
or on the stipulated date of delivery, ODYSSEE can at its own option, ipso jure
and without prior notice of default, either consider the delivery as completed and
invoice the goods, either consider the agreement as being terminated, without
prejudice of its right to a lump sum compensation of 70 % in case of software and
40 % in case of hardware, without prejudice of ODYSSEE’s right to a higher
compensation by proving greater damage. If ODYSSEE chooses the first option,
the Customer will owe for each commenced month of delay an amount of 1 % of
the total invoice amount for storage costs.
Software is delivered when the customer can access the software service through
an internet connection Complaints with respect to visible or latent defects must be
reported clearly and precisely by registered letter to ODYSSEE at its registered
office within eight days after the delivery, on penalty of lapse of the right to avail
oneself of it at a later time.
Complaints of the Customers relating to the products or services that are timely
and justified will give raise to reparation or replacement by ODYSSEE of the
services or goods, or the defective parts thereof, without any additional
compensation or liability of ODYSSEE.
4.
Liability
All and any liability of ODYSSEE for defaults and every warranty lapses if the
provisions of the applicable manual or user’s guide were not followed, if the
goods were or the software was not handled properly and knowingly by the End
User or if the goods were or the software was modified by the End User. In order
to accommodate or modify its premises and/or installation to the goods or
services delivered by ODYSSEE, the End User must timely request the required
information with ODYSSEE or the third-installer/constructor.
Except for damages resulting from gross negligence and/or willful misconduct of
ODYSEE, ODYSSEE shall in no event be liable for damage that is not the
immediate and direct result from its fault.
If ODYSSEE is liable, it will always have the discretionary choice between
reparation in kind or payment of a compensation. ODYSSEE’s liability towards
the End User and third parties will never be higher than the amounts actually
paid by the End User to Odyssee under this Agreement in the calendar year
during which the event that gave rise to liability took place. To the extent
permitted by law, ODYSSEE shall never be liable for (i) delays or failure in
performance due to causes beyond its reasonable control and (ii) indirect damage,
such as, without limitation, loss of profit, third party claims, loss of goodwill or
data or any other damage or faults due to equipment or information from or
provided by the Customer.
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SaaS Service Agreement
5.
Non-Solicitation
Annex II – Maintenance, Assistant and Support
During the term of each contractual relation with ODYSSEE and the Customer
and for a period of two years following the termination thereof, the Customer
shall refrain from, directly or indirectly, as an independent contractor, associate,
employee or in any other capacity, use the services of, solicit, hire or otherwise
retain any employee of Odyssee or of Odyssee’s direct or indirect affiliates or
enter into or attempt to enter into any form of business arrangement with such
employee other than in the framework and execution of the Customer’s
contractual relation with ODYSSEE. Each violation of this undertaking shall ipso
jure and automatically lead to a lump sum compensation of an amount equal to
two times the gross remuneration paid by ODYSSEE to the concerned employee
during the last 12 months of his employment with ODYSSEE (or if shorter, of 12
times the average monthly remuneration during the period the employee was in
service).
6.
2015
Odyssee maintenance & support services is dedicated to providing world class
customer services and technical support to its customers and partners through
knowledgeable staff and programs designed to provide Customers and Partners
the assistance they need to successfully support their solutions.
Silver
Gold
(Optional)
Premium
(Optional)
Email support
Yes
Yes*
Yes**
Website support (ticketing)
Yes
Yes
Yes
Included
first 3
months
Included
Included
-
-
5/7 days
6 AM – 5 PM
CET
Knowledge Base
Yes
Yes
Yes
Wireless Product
downloads
Yes
Yes
Yes
Maintenance and beta
release management
Yes
Yes
Yes
Description
VAT
All prices indicated by ODYSSEE are ex VAT.
7.
Payment
Live Chat
All invoices are payable as at the due date, without discount or compensation,
into ODYSSEE’s bank account in Belgium. Absolutely no complaint releases the
customer from his obligation to make payment on the due date.
In the event of late payment, ipso jure and without prior notice of default, a latepayment interest of 1 % of the outstanding invoice amount will be owed per
commenced month of delay, as well as a lump-sum compensation in the amount
of 10 % of the invoice amount with a minimum of 50 Euro per invoice, without
impairing any other rights or available remedies of ODYSSEE.
In case of default of payment on the due date, ODYSSEE shall also be entitled to
suspend ipso iure and without prior notice of default, all further deliveries to the
Customer and/or declare ongoing agreements terminated ipso iure, without
prejudice of ODYSSEE’s right to request performance and/or compensation of the
Customer.
All goods shall remain the property of ODYSSEE until the Customer has fully
paid them, including taxes, costs and possible default interests and compensation.
8.
Force Majeure
In case of force majeure, including without limitation full or partial stagnation of
transport, illness of ODYSSEE’s personnel, government action, strike, lock-out,
machinery breakdown, telecommunication problems, business interruption or
faults of ODYSSEE’s suppliers or subcontractors, ODYSSEE shall be entitled, at its
own option, to suspend the execution of an order or the service for the duration of
the impediment plus a reasonable period in order to resume its activities, or, if the
force majeure lasts more than 6 months, to wholly or partially cancel the order or
terminate the agreement, both without compensation.
9.
Competence and Governing law
The present general conditions and all agreements between the Customer and
ODYSSEE are exclusively governed by Belgian law. The courts of the territorial
district where Odyssee has its registered office have sole jurisdiction for all
disputes of whatever nature, it being understood that each party may always be
summoned before the courts of the place where its registered office or exploitation
office is established.
Telephone support and
availability
*Including a customer specific channel within the Odyssee helpdesk, allowing forwarding
of all incoming helpdesk tickets from customer’s users to the helpdesk of the customer or a
dedicated email address and, monthly follow-up of the helpdesk statistics.
** Al the above helpdesk advantages plus a 2/24 working hours SLA.
General
The End User will be responsible for the first line support, which will be done by
the End User’s helpdesk. The End User’s helpdesk can submit cases to the Second
Line Support of Odyssee if the solution to the problem is not explained in the
knowledge base, which is available using the portal. If the solution to the problem
is explained in the knowledge base, the work related to the case submission will
be invoiced as set out in Annex 3. Odyssee must be able to reproduce the case and
Customer will work closely with Odyssee therefore
Case submissions
Via E-mail
All issues reported by authorized contacts through e-mail to
[email protected]. Cases reported by email are handled within 24
business hours and in the order in which they are received unless End User has
asked to prioritize their own tickets otherwise (Premium). When submitting cases
via e-mail please be sure to include all relevant information, including but not
limited to: Contact information (including name, phone number, email and
address), description of the problem, error message (if applicable), steps to
reproduce, severity of issue (urgent, high, medium, low), attachments (if
applicable).
Via the web (Ticketing)
Customer can also submit cases over the web. Odyssee will use commercially
reasonable efforts to promptly respond to these cases submitted through the web
within 2 business hours and will use commercially reasonable efforts to resolve
each case.
6 Odyssee Mobile
www.odysseemobile.com
tel +32 2 513 48 19
fax +32 2 513 85 17 [email protected]
SaaS Service Agreement
Via Telephone Support
Odyssee Second Line Telephone Support Services is available from Monday –
Friday from 9h00 to 17h00 in English, French or Dutch for Premium level. After
hours support is available 7 days a week for Platinum level between 8h00 and
22h00 and upon reservation (f.e. during trade fairs). The Platinum Support is
available at an extra cost as set out in Annex 3. Telephone Support Services assist
Customers and Partners with urgent technical issues. ODYSSEE will use
commercially reasonable efforts to promptly respond to these cases and will use
commercially reasonable efforts to resolve each case
Actual resolution time will depend on the nature of the case and the resolution. A
resolution may consist of a fix, workaround or other solution in Odyssee’s
reasonable determination.
Services designated in writing as beta, limited release, developer preview,
development or test environments, are excluded. Odyssee shall have no
obligations hereunder during any period in which customer is in material breach
of the Agreement, including any period in which Customer has failed to meet its
payment obligations there under.
2015
No maintenance & support is given on software coming from other suppliers or
hardware. Any support given on issues where it turns out that the problem is due
to such a hardware or software supplier, will, once identified, be stopped and a
report will be sent to the End User so he can take the necessary steps with its
supplier. This handling will be invoiced at the applicable hour rate (min. 20
minutes).
Training to use the Services is not part of the support, nor system administration
duties (like filling in an extra language, country, creating/modifying a user …) nor
interfacing issues (mapping or synchronization between the Odyssee Software
and other software).
Flying “Doctor”
Upon explicit, written request of the customer, a flying “doctor” on site can be
ordered. This person will “fly” to the indicated location as fast as possible for onsite assistance. The flying “doctor” will be charged at the applicable “Flying
Doctor” day rate (min. 1 day) per person plus any transport charge or tax
involved. This charge is increased by 50% during Saturdays and by 100% during
Sundays or any official holiday applicable to the country the flying doctor comes
from.
Cooperation and reviews
Odyssee must be able to reproduce errors in order to resolve them. Customer
agrees to cooperate and work closely with Odyssee to reproduce errors, including
conducting diagnostic or troubleshooting activities as requested and appropriate.
Subject to Customer’s systems security policies, users may also be asked to
provide remote access to their Odyssee application and/or laptop/desktop system
for troubleshooting purposes.
The parties will hold conference calls quarterly, to review Odyssee’s performances
under this annex.
Annex III – Fees
The Odyssee Consultancy fees are:
Entity
Fees
Escalation and Severity levels
a.
Hourly rate
Reproducible errors that cannot promptly be resolved will escalate to higher
support tiers for further investigation and analysis. Issues will be generally
categorized and handled according to an assigned severity level, as follows:
b.
Travel expenses for use of car (per kilometer)
c.
Per Diem fee when travelling outside Benelux
Escalation
Critical
Urgent
High
Medium
See applicable
feelist
See applicable
feelist
See applicable
feelist
Description
Critical production issue affecting all users, including system
unavailability, data integrity issues, or bugs having a significant
impact. No workaround available. Resolution required
immediately.
Major functionality is impacted or significant performance
degradation is experienced. Issue is persistent and affects many
users and/or major functionality. No reasonable workaround
available. Also includes time-sensitive requests such as requests for
feature activation or a data export. Resolution required as soon as
reasonably possible.
Bug or performance issue affecting some but not all users. shortterm workaround available, but not scalable. Resolution will be
prioritized by order of arrival.
Inquiry regarding a routine technical issue, bug affecting a small
number of users or affecting a small functionality. Workaround
reasonable. Resolution required as soon as reasonably practicable
These rates are in euro, ex. VAT and ex. expenses.
• The minimum charge for a visit to END USER is 4 hours.
• If travel time occurs during normal working hours, it is charged as
working hours.
• Expenses for overnight stays, public transport, taxis and parking fees
will be charged as they are due.
• Overtime and Saturday rates are calculated at 1.5X the daily, half-day
rate or hourly rate.
• Sunday and holiday rates are calculated at 2X the daily, half-day rate
or hourly rate.
Support rates
• Silver: included in the license fee for using the Service
• Everything not included in the 2nd and 3rd line support but handled
by Odyssee will be invoiced at the usual hour tariffs per 20 minutes
started per call.
• Optional Gold and Platinum support at extra cost.
Data transfer and Storage
• Monthly included data transfer: 1 Gb
• Extra data transfer per month: see applicable feelist
Wireless Product downloads
End User is entitled to the latest product downloads and general information
from the Odyssee Portal.
Product downloads can be done wirelessly if a (internet) network connection is
available. In some exceptional cases, Upgrades/Updates need to be done
manually. This can possibly require a simple copy/paste handling from the
customer or an intervention of the Odyssee consultant.
• Included storage space: 1 Gb or 20Mb per user, whichever is the
highest
• Additional Storage space: see applicable feelist
License fees for using the Service
• See Odyssee Mobile website, subscription tool or specific offer
Maintenance & support not included
7 Odyssee Mobile
www.odysseemobile.com
tel +32 2 513 48 19
fax +32 2 513 85 17 [email protected]
SaaS Service Agreement
Odyssee Desktop & Updater (Offline Client)
Odyssee Connect (mapping tool)
Annex IV – Software
Odyssee Mobile Portal (online)
Odyssee Mobile Client (offline Client)
8 Odyssee Mobile
www.odysseemobile.com
tel +32 2 513 48 19
fax +32 2 513 85 17 [email protected]
2015