Terms

Respond Global Software subscription terms and conditions

1.                 Provision of access

(a)           Respond Global shall provide the Client with access to the Respond Global Software in accordance with the relevant Schedule of Work.

(b)           Should the Client procure from Respond Global any additional services through the Respond Global Software, the access to such additional services will be granted to the Client upon receipt by Respond Global of payment for such additional services in full.

(c)            The Client shall give Respond Global such reasonable assistance, including the provision of personnel and facilities, as Respond Global reasonably considers necessary to ensure satisfactory provision to the Client of the access to the Respond Global Software. The Client shall ensure Respond Global is granted all reasonable access, including necessary security clearances, for the purposes of complying with subclause 1.

(d)           If, in the opinion of Respond Global, the costs associated with the provision of access to the Respond Global Software  are greater than Respond Global could have reasonably contemplated on execution of this Agreement and are greater than the costs that would normally be associated with a similar installation project, Respond Global may make an Additional Charge.

2.                 Term of subscription

(a)           Subject to the Client’s compliance with its obligations under this Agreement, Respond Global will grant to the Client a non-exclusive, non-transferable right to use a subscription to Respond Global Software for the term of a relevant Schedule of Work (Initial Subscription Term).

(b)           At the end of the term of a relevant Schedule of Work the subscription will automatically renew for a subsequent term(s) equal to the duration of the Initial Subscription Term, unless the Client provides Respond Global with at least thirty (90) calendar days’ notice in writing prior to the expiry of the Initial Subscription Term or any subsequent term of its intention not to renew the subscription pursuant to this subclause.

(c)            The Client acknowledges and agrees that a subscription renewal pursuant to this clause will be subject to Respond Global’s then current pricing.

3.                 Documentation

(a)           The Documentation is licensed to the Client for the duration of the Agreement.

(b)           The Client acknowledges that the Documentation contains sufficient information for the adequate use of the Respond Global Software, except to the extent Respond Global has notified the Client of any omission or deficiency or of any variation which it considers necessary for the proper use of the Respond Global Software.

(c)            The Client shall not copy or reproduce the Documentation except to the extent otherwise authorised by this Agreement.

4.                 Subscription Conditions

(a)           The Client may only use the Respond Global Software in accordance this Agreement, Service Use Guidelines and Service Conditions and any other normal operating procedures as notified by Respond Global from time to time.

(b)           If it is specified in a relevant Schedule of Work that the Client is granted a concurrent licence, the Client may allow as many users of the Respond Global Software as are specified in the Schedule of Work, provided the Client:

(i)             monitors the usage of the Respond Global Software;

(ii)            ensures that the maximum number of users is not exceeded; and

(iii)           provides written reports on request to Respond Global regarding the existing number of users.

5.                 Support Services

(a)           During the term of this Agreement Respond Global will provide the Client with the Support Services during Respond Global’s Normal Business Hours.

(b)           If the Client requests Respond Global to provide on-site support, additional training or additional support services that are outside of the scope of the Support Services, the Supplier will be entitled to payment of an Additional Charge in relation to any such additional services.

(c)            Respond Global does not warrant that it will be capable of promptly receiving, processing or otherwise acting upon a request for support which is made outside Respond Global’s Normal Business Hours or that it can provide on-site Support Services outside Respond Global’s Normal Business Hours.

(d)           Immediately after making a request for Support Services which may involve error correction or program modification, the Client shall give Respond Global a documented example of the defect or error which it alleges prevents conformity of the Respond Global Software with this Agreement.

(e)           The Client shall, if so requested by Respond Global, give Respond Global a listing of output and any other data which Respond Global requires in order to reproduce operating conditions similar to those present when any alleged defect or error in the Respond Global Software was discovered.

6.                 Exclusions

(a)           Support Services to be provided by Respond Global under this Agreement do not include:

(i)             correction of errors or defects caused by operation of the Respond Global Software in a manner other than that currently specified by Respond Global;

(ii)            correction of errors or defects caused by modification, revision, variation, translation or alteration of the Respond Global Software not authorised by Respond Global;

(iii)           correction of errors or defects caused by the use of the Respond Global Software by a person not authorised by Respond Global or it licensors;

(iv)          correction of errors caused in whole or in part by the use of computer programs other than the Respond Global Software;

(v)            correction of errors caused by the failure of the Client to provide suitably qualified and adequately trained operating and programming staff for the operation of the Respond Global Software;

(vi)          training of operating or programming staff;

(vii)         rectification of operator errors;

(viii)        rectification of errors caused by incorrect use of the Respond Global Software;

(ix)          rectification of errors caused by an equipment fault;

(x)            equipment maintenance;

(xi)          diagnosis or rectification of faults not associated with the Respond Global Software;

(xii)         furnishing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by Respond Global or its licensors;

(xiii)        correction of errors arising directly or indirectly out of the Client’s failure to comply with this Agreement or any other agreement with Respond Global or its licensors; or

(xiv)        correction of errors or defects which are the subject of a warranty under another Agreement.

(b)           If so specified in this Agreement, the Support Services shall include the provision of updates and new releases of the Respond Global Software.

(c)            If the Client so requests in writing, Respond Global may at its option provide any of the Support Services referred to in subclause 1. Respond Global may make an Additional Charge for providing such services.

7.                 Access to Client’s systems or premises

(a)           The Client shall, where relevant, ensure Respond Global’s support personnel have full and safe access to Client’s premises, systems and relevant equipment at all reasonable times for the purpose of providing the Support Services. The Client shall also ensure that Respond Global’s support personnel are provided with all information, facilities, assistance and accessories reasonably required by Respond Global to enable Respond Global to comply with its obligations under this Agreement.

(b)           If reasonably requested by Respond Global, the Client shall provide a suitably qualified or informed representation to accompany Respond Global’s personnel and to provide such advice or assistance to those personnel as may be necessary in order to enable Respond Global to access the Respond Global Software  and relevant equipment and to otherwise effectively perform the Support Services.

8.                 Updates and New Releases

(a)           If so specified in a Schedule of Work, the Support Service shall include the provision of updates and new releases of the Respond Global Software.

(b)           Unless stated in a Schedule of Work to the contrary, updates and new releases of the Respond Global Software shall be provided by Respond Global as they become available.

(c)            When reasonably required to do so by the Client, Respond Global shall demonstrate the capabilities and functions of a new update or release. Respond Global may make an Additional Charge in respect of any such demonstration.

(d)           In the event that the Client refuses to accept an update or new release of the Respond Global Software, Respond Global may (unless stated to the contrary in a Schedule of Work) decline to continue Support Services.

(e)           Where the Client accepts an update or new release this Agreement applies in all respects to that update or new release to the extent that it is incorporated or replaces the Support Software.

9.                 Warranty

RESPOND GLOBAL’s warranty

(a)           Respond Global warrants that the Respond Global Software will materially conform to the Documentation.

(b)           If at any time during the term of this Agreement the Client believes there is a defect in the Respond Global Software  such that the Respond Global Software  does not comply with or cannot be used in conformity with the Documentation in all material respects, the Client shall notify Respond Global of such perceived defect.

(c)            Respond Global shall investigate the perceived defect notified pursuant to subclause 2 and shall, upon the verification of the existence of the defect, rectify such defect without additional charge to the Client.

(d)           If due investigation by Respond Global of a defect reported pursuant to subclause 2 reveals that no such defect in fact exists, Respond Global may make an Additional Charge in respect of such investigation.

(e)           Respond Global shall not be liable under this clause to the extent that a defect is caused by the Client or a third party, including the failure of the Client or a third party to maintain the operating environment designated in the Documentation or to otherwise use the Respond Global Software  in accordance with specifications issued by Respond Global from time to time, whether in the Documentation or otherwise.

Client’s warranty

(f)             The Client warrants that:

(i)             it has obtained all necessary consents from relevant individuals in accordance with applicable Laws in order to provide Client Data to Respond Global and process Client Data with or through the Respond Global Software in accordance or in connection with this Agreement; and

(ii)            it will not transfer to Respond Global nor store any protected health information within the Respond Global Software, unless otherwise agreed between the parties in writing.

10.             Disclaimer of warranties

EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN CLAUSE 31, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, (i) THE RESPOND GLOBAL SOFTWARE  AND SERVICES ARE PROVIDED “AS IS” AND ANY AND ALL WARRANTIES, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE RESPOND GLOBAL SOFTWARE  AND SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, INTEGRITY OF DATA, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENTARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

11.             Data

(a)           Client’s Data will at all time remain property of the Client.

(b)           The Client is responsible for all back up of the Client’s Data.

(c)            After thirty (30) calendar days’ period following the expiry or termination of this Agreement during which the Client will have access to the Client’s Data for the purposes of backup,. Respond Global may retain the Client’s Data for a period of time required by any applicable law or court order.

(d)           Notwithstanding the foregoing, the Client grants Respond Global a perpetual right to compile, collect, copy, modify, publish and use anonymous and/or aggregate data generated from or based on the Client’s Data and/or the Client’s use of Respond Global’s services, for analytical and other business purposes.

PART C – conditions relevant to the supply of third-party software

12.             Third-party software

(a)           The Client acknowledges that the Services may incorporate certain third party software and/or third party technology (‘Third Party Software’) and that the Client’s rights and obligations with respect thereto are subject to any license terms that might accompany such Third Party Software (‘Third Party Licence Agreement(s)’).

(a)           The Client further acknowledges and agrees that the provision of the Services by Respond Global to the Client may be subject to Client entering into a relevant Third Party Licence Agreement(s). In such event the Client will execute all relevant Third Party Licence Agreement(s) and any reasonable additional documents that a vendor of Third Party Software (‘Vendor’) may require to enable Respond Global to deliver the Third Party Software to the Client.

(b)           Where no Third Party Licence Agreement apply to Third Party Software, Part B of this Agreement will apply to the client’s use of Third Party Software.

(c)            Respond Global makes no warranty and provides no indemnity with respect to any such Third Party Software, except if/and to the extent that a Vendor of any Third Party Software expressly provides a warranty or indemnity to Respond Global’s end-user customers.

(d)           Maintenance and support of Third Party Software is provided by a Vendor of those products. Although Respond Global may assist with front-line support, Respond Global will have no liability with respect thereto and the Client must liaise directly with the Vendor, except for modifications or changes to the Third Party Software made by Respond Global.