GORDANO LIMITED SUPPORT AGREEMENT
WARNING: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY REGISTERING FOR SUPPORT SERVICES TO BE PROVIDED BY GORDANO YOU ARE ACCEPTING THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO ACCEPT ALL OF THESE TERMS YOU SHOULD NOTIFY GORDANO WITHIN 48 HOURS OF THE COMMENCEMENT OF THE SUPPORT SERVICES, AND ANY SUPPORT FEE YOU MAY HAVE PAID WILL BE REFUNDED FOR THE OUTSTANDING CONTRACT TERM. AFTER THIS TIME YOU WILL BE DEEMED TO HAVE IRREVOCABLY ACCEPTED THESE TERMS.
“Business Days”Â means weekdays excluding weekends, and UK Bank and Public Holidays and Gordano’s training days (which will be notified to the Company in advance and in any case will not be more than 3 (three) days in any one calendar year).
“Company”Â means the licensee of the Software.
“Gordano”Â means Gordano Limited.
“Key”Â means the activation key for the Software or Support Service.
“LRA”Â live remote assistance.
“Software”Â means the software computer program and documentation licensed to the Company from Gordano.
“Software Licence”Â means the software licence granting the Company a non-exclusive, non-transferable licence of the Software.
“Support Fee”Â means the fees payable for the Support Service, which shall be in accordance with Gordano’s current price list as amended from time to time.
“Support Agreement”Â means this Gordano Limited Support Agreement
“Support Service”Â means the support services provided by Gordano in relation to the Software and as detailed in clause 3 of this Support Agreement.
2.1 This Support Agreement is for the provision of Gordano’s Support Service in respect of the current version of the Software for the term of your subscription to the Support Service commencing from the date of the commencement of your subscription for the Support Service.
2.2 If further products are licensed from Gordano during the lifetime of this Agreement a “top-up” fee may be added to extend this Support Agreement to cover the additional products at the time of their purchase.
2.3 This Support Agreement becomes effective on the date you pay for the Support Service.
2.4 Customers may register as users on the helpdesk at https://helpdesk.gordano.com however this is not required in order to receive support.
3 SUPPORT SERVICES
3.1 Gordano may provide the Company with the following Support Service (depending on which services the Company has purchased):
(a) telephone support for the Software (currently on +44 (0)1275 340151)
(i) between the hours of 0900 to 17:00 or 14:00 to 2200 hours UK Time;
(ii) between the hours of 0900 to 2200 UK Time;on all Business Days or
(iii) for 24×7 cover; telephone support shall be provided at all hours on all days
(b) email support for the Software at firstname.lastname@example.org or email@example.com;or
(c) one-off support via LRA.
3.2 Messages sent to and Support calls made to Gordano will be processed automatically and assigned a ticket ID. Gordano will send confirmation of these details to the creator of the ticket
3.3 All Support Services for the Software will be provided in the English language only.
4 EXCLUDED SERVICES
The Support Service supplied under this Agreement shall not include the provision of Support Service in respect of: (a) any version of the Software which is more than 24 months past its release date, except at the discretion of a support engineer or the management of Gordano Ltd;
(b) any products or services which are not the Software or its components
(c) training in the use of the Software;
(d) any development services;
(e) defects or errors resulting from any modifications or enhancements of the Software made by any person other than Gordano;
(f) use of the Software other than in accordance with the documentation or operator error;
(g) virus protection or bug fixes except in exceptional circumstances as advised by Gordano, for example, when the system has been compromised by some external force and there is no available workaround; or
(h) any circumstances beyond the reasonable control of Gordano, including (but not limited to) any act of God, fire, flood, war, act of violence or any other similar occurrence or failure or reduced performance of telecommunications networks or the internet.
5 COMPANY OBLIGATIONS
The Company agrees and undertakes:
(a) to ensure that the Software is used only in accordance with the documentation or advice from Gordano, by competent trained employees only or by persons under their supervision;
(b) not to alter or modify the Software in any way whatever nor permit the Software to be combined with any other programs to form a combined work;
(c) not to request, permit or authorise anyone other than Gordano or its nominated third parties to provide any support services in respect of the Software;
(d) to co-operate fully with Gordano’s personnel in the diagnosis of any error or defect in the Software;
(e) if necessary, to make available to Gordano free of charge all information facilities and services reasonably required by Gordano to enable Gordano to provide the support services;
(f) to provide such telecommunication facilities as are reasonably required by Gordano for testing and diagnostic purposes.
6 SUPPORT FEES
In consideration of the Support Services the Company shall pay the Support Fee in advance to Gordano.
Gordano may terminate this Support Agreement by written notice to the Company if the Company is in default of any terms or conditions of this Support Agreement by written notice to the Company or if the Company enters into any form of insolvency including without limitation liquidation, receivership, voluntary arrangement, administration or are unable to pay its debts as they fall due.
8.1 Gordano’s sole liability to the Company for any claim, demand, cause or action whatsoever, and regardless of form of action, whether in contract or tort, including negligence, shall be limited, at Gordano’s sole option, to refund of the purchase price, re-performance of the Support Service or an extension to the length of the Support Service to be provided. In no event shall Gordano be liable for recovery of any special, indirect, incidental, or consequential damages, even if Gordano has been advised of the possibility of such damages, including but not limited to lost profits, lost savings, lost revenues, lost business, lost data or economic loss of any kind, or for any claim by any third party.
8.2 By accepting a request from a Gordano Support Engineer to give LRA, the Company accepts responsibility for any changes made to a user’s desktop content or system settings. Gordano will not be responsible in any way for any damages, loss or other liabilities caused by the linking to and viewing of any desktop content by Gordano. As such, Gordano recommends users remain at their desktop and observe the entirety of the LRA session. Users will retain control for the duration of the LRA session and can terminate the LRA session at any time. Users should also close any personal or confidential information on their screen, as the Gordano Support Engineer will be viewing the user’s desktop. The Company understands that some problems may not be able to be rectified via the LRA session and/or some data may be lost as a result of an LRA session. It is the Company’s responsibility to backup all applications and data prior to the LRA session.
9 LIMIT OF LIABILITY
In the event that any exclusion or limitation in clause 8 above is held to be invalid for any reason and Gordano becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the sum equivalent to a multiple of three times the Support Fees paid by the Company to Gordano.
10.1 If any provision of this Support Agreement is determined to be invalid or unenforceable, by any court of competent jurisdiction it shall be deemed to be omitted and the remaining provisions shall continue in full force and effect.
10.2 Gordano’s waiver of any right shall not constitute a waiver of that right in the future.
10.3 This Support Agreement shall be governed and construed in accordance with the laws of England and both parties submit to the exclusive jurisdiction of the English courts, save in respect of enforcement where the jurisdiction shall be non-exclusive.
10.4 This Support Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior agreements, representations, statements and undertakings, oral or written, are hereby expressly superseded and cancelled.
10.5 All notices in connection with this Agreement shall be in writing and shall be given by registered or certified mail to the following address: Gordano Ltd, 1 Yeo Bank Business Park, Kenn, Kenn Road, Clevedon, North Somerset, BS21 6UW, UK.
Â©2017. Gordano Limited. All rights reserved.