- SUPPORT TERM
Support Services will commence on the Activation Date of the Services Agreement, or such other date as Helm Operations and Subscriber may agree in writing (the “Support Start Date”), and continue as long as the Service Agreement is not terminated. The initial support period and all renewal terms shall be referred to herein as the “Support Term.”
- SERVICE DESCRIPTION
The following technical Support Services will be provided by Helm Operations:
- Helm Help Center
1.1 Subscriber will have access to the Helm Centre, which will receive and respond to inquiries relating to the use and operation of the Software, and respond to notifications from users of problems with the Software.
1.2 The Helm Help Center will be staffed by Helm Operations professionals having sufficient knowledge of the Software so as to enable them to respond effectively and efficiently to inquiries and problem reports.
1.3 Helm Operations will supply full support assistance to Customer during the Helm Help Center’s regular business hours, being 8:00 am to 5:00 pm Pacific Time, Monday through Friday, excluding statutory holidays in Victoria, British Columbia, Canada (“Regular Support Hours”). Limited support will be provided outside of Regular Business Hours at Helm Operations’ discretion.
1.4 Subscriber can contact the Helm Help Center by telephone, email (email@example.com) or online via the Helm Help Center support portal at https://support.helmoperations.com All emergency calls should be directed to +1-250-360-1991, extension 7.
- Software Fixes and Updates
During the Support Term, Helm Operations will develop bug fixes and corrections to the Software to correct any failure of the Software to function in accordance with the published specifications therefor. If Subscriber suspects that any failure, error or defect exists, Subscriber should notify the TAC in writing at the contact address set out above, and provide details of the nature of the suspected problem and the circumstances of its occurrence.
2.2.1 During the Support Term, Helm Operations shall make available to Subscriber any Updates for the Software that Helm Operations generally makes available to its other Subscribers. For the purposes of this section, “Updates” means enhancements and upgrades.
2.2.2 Helm Operations shall use all reasonable efforts to distribute information to Subscriber regarding schedules and forecasts outlining Helm Operations’ plans with respect to the development and issuance of any Updates.
- Severity Classifications
All problems referred to the TAC will be assigned one of four severity levels. The severity level assigned will determine the actions undertaken by the TAC to address the problem. The severity levels are 1, 2, 3 and 4, each of which is described in the table below.
|1||A critical error “Blocking Defect” which disables either a single transaction or the whole system e.g. No workaround available.|
|2||A major error which disables a function within the system e.g. data is corrupted/erroneous in reports or on‑line. No workaround available.|
|3||A minor error which disables a function within the system, but which the business can work around in the short term.|
|4||A trivial error such as a misspelling or incorrect positioning of fields on a screen/report.|
- Subscriber Obligations
4.1 Support Subscriber Obligations. Subscriber accepts the following responsibilities (“Support Subscriber Obligations”) as conditions precedent to Helm Operations’ performance of the Support Services:
(a) Subscriber will carry out any diagnostic and test routines recommended by Helm Operations. To this end, Subscriber’s responsibilities shall include:
- Providing information that demonstrates that the problem is isolated to the Software.
- Taking all reasonable steps to eliminate any cause of a problem, so far as it may be within the power of Subscriber to do so.
- Verifying that the configuration has not changed based on prior Subscriber configuration data.
- Checking for wiring failures, link problems, and Ethernet connection mode and speed issues.
- Checking for power cabling for voltage and current issues.
- Checking outstanding alarms and performing recommended actions as described in Helm Operations documentation.
- Determining if problem is due to network failure (i.e. basic network troubleshooting)
- Ensuring that the Software conforms to Helm Operations’ minimum supported software release levels while eligible for Support Services.
- Gathering logs – protocol log, statistics log, and diagnostic log.
(b) Subscriber shall at all times during Support Term maintain sufficient technical and servicing personnel who are properly trained in accordance with Helm Operations’ recommendations, who possess a high level of knowledge of the Software and its use, and who are suitably experienced and skilled so as to be able to assist Helm Operations in the provision of the Support Services in a professional and efficient manner.
(c) If Helm Operations on-site support is required, Subscriber shall provide Helm Operations’ field service personnel, its agents and/or sub-contractors, with full and free access to the Software at such times and to such extent as may be necessary for the proper performance of Helm Operations’ obligations hereunder.
(d) Helm Operations must be able to reproduce an error in order to resolve it. Subscribers agree to cooperation and work closely with Helm Operations to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and as appropriate.
(e) Subscriber will assist Helm Operations in maintaining full and accurate records of the Software under maintenance and shall make its records available to Helm Operations upon request.
4.2 In order to assist Subscriber in the performance of its Support Subscriber Obligations, Helm Operations shall provide Subscriber with all such necessary and reasonable product and technical documentation as Helm Operations generally makes available to its support Subscribers.
4.3 If, as a result of Subscriber’s failure to perform any of its Support Subscriber Obligations, Helm Operations is required to perform additional work, which is not covered under this Services Description, additional charges at Helm Operations’ established rates may apply.
- Service Limitations
5.1 Support Services to be provided by Helm Operations shall not include:
(a) Support Subscriber Obligations set out in Section 4, above;
(b) support necessitated by an unauthorized attempt by Subscriber or any other person to repair or maintain the Software;
(c) support necessitated by casualty, catastrophe, or natural disaster (including lightning damage);
(d) support necessitated by accident, misuse, neglect or negligence by Subscriber or its agents;
(e) support necessitated by causes external to the Software such as, but not limited to, failed or faulty electrical power, or any causes other than ordinary use;
(f) support necessitated by use of the Software with devices, equipment and/or software not supplied or approved by Helm Operations;
(g) support necessitated by unauthorized changes, modifications or alterations of or to the Software;
(h) the furnishing of consumable supplies; or
(i) installation and removal services.
(j) recover deleted content
(k) create HTML or CSS content
(l) provide setup or consultative help that is available through Helm Operation’s Getting Started Guide.
(m) support necessitated by changes, upgrades, modifications or alterations of or to third party systems that the Software interfaces with
5.2 The excluded services set out in Section 5.1, above, may be performed by separate agreement between Helm Operations and Subscriber.
5.3 Helm Operations will not be liable for any failure or delay in the performance of its obligations if the failure or delay is due to an act of God or other matter beyond its reasonable control, including but not limited to fire, flood, earthquake, explosion, strikes or labor dispute, war, riot or other civil commotion, transportation delay, or government act.
- Additional Charges and Payment
Any additional charges will be invoiced to Subscriber as incurred, and will be due and payable thirty (30) days after the date of receipt of the invoice. Additional charges may be invoiced in respect of the following:
(a) response by Helm Operations to a problem report or request for assistance where no problem is found to exist, or the problem reported is one not covered by the Support Services;
(b) time (including certain minimum charges), material, and travel charges, or for service not included under the Support Services;
(c) increased costs for Support Services which result from the failure of Subscriber to perform the Support Subscriber Obligations;
(d) any Support Subscriber Obligations provided by Helm Operations that should have been provided by Subscriber in accordance with Section 5, below; and
(e) the services set out in Sections 4.3 and 5, and any other work, services, products or expenses which fall outside the scope of the Support Services, which Helm Operations has agreed to provide.
7.1 Helm Operations warrants that the Support Services will be performed in a professional and workmanlike manner, consistent with industry standards, using only qualified maintenance technicians who are familiar with the Software and its operation. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS WARRANTY APPLIES TO THE PROVISION OF SERVICES ONLY, AND THAT THE WARRANTY STATED HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. SOFTWARE IS WARRANTED IN ACCORDANCE WITH THE LICENSE AGREEMENT EXECUTED BETWEEN HELM OPERATIONS AND SUBSCRIBER. HELM OPERATIONS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE, MATERIALS AND SERVICES CONTEMPLATED HEREUNDER.
7.2 Any interim or new Software Updates which are provided to Subscriber are proprietary to Helm Operations or its third party supplier and are provided by Helm Operations and accepted by Subscriber subject to and in accordance with the terms of the software license in effect between Helm Operations and Subscriber. Title to all Software shall remain with Helm Operations and Subscriber shall have no right to decompile, modify, merge, copy or disclose the Software, nor authorize others to do so without Helm Operations’ express prior written consent.
7.3 The provision of Support Services, and all associated rights and obligations of the parties shall be governed by, the laws of the state of New York. The parties expressly exclude the application of the Convention of The Hague regarding the Unification of Law Governing the International Sale of Goods (1964), and the United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Convention”).