Maintenance Policy

This Maintenance Schedule describes Agilos’ current policy with respect to the provision of Maintenance.  Unless otherwise defined in this Maintenance Schedule, capitalized terms in this Maintenance Schedule have the meanings provided in the General terms and Conditions. This Maintenance Schedule applies to all Maintenance provided by Agilos.


Unless otherwise defined in this Schedule, capitalized terms in this Schedule have the meanings provided in the General terms and Conditions.

“Designated Support Contact” means a member of Agilos, technical support team who is capable of managing the End User’s Support Cases(s).  Agilos may, in its sole discretion, assign an End User a different Designated Support Contact at any time.

“Error” means any reproducible material failure of the Software to conform to the Documentation.

“Error Correction” means any modification or addition to the Software, delivered within an Update, which brings the Software into material conformity with the Documentation.

“Fix” means a hot-fix designed to correct an Error, or a temporary work-around, bypass, or patch supplied by Agilos or its third licensors, or implementation of an operational procedure or routine by End User to diminish or avoid the practical adverse effect of an Error.

“Response Time” means the period commencing when a Support Case is reported by the End User’s Technical Contact in the manner provided in Section 3.1 and ending when a member of the Agilos’ technical support team logs the report and responds to the Technical Contact by telephone or email.

Support Case” means a single, reproducible issue or problem with the operation of the Software.  Examples of Support Cases include, without limitation, Errors and problems encountered as a result of improper installation, configuration or operation of the Software.

“Technical Contact(s)” mean the End User’s personnel that have been identified in an Order Form or other written agreement with Agilos as the technical contact(s) for the End User. The End User may change its Technical Contact(s) by notifying Agilos in writing.

“Software” means (i) the version of the third-party licensed or proprietary software commercialized by Agilos, in object code form, subject to the relevant Software License Schedule, and as agreed by the Parties in an Order Form, and (ii) any Updates made available to End User pursuant to the Maintenance Schedule.

End User” means the Party that procures the Software License, Maintenance or Services from Agilos under an Order Form pursuant to the Agreement.

1.           Overview

1.1.         Support. Agilos will provide Licensee with Support Services for the Supplied Software in accordance with this Policy depending upon the level of support coverage purchased by Licensee and subject to Licensee’s timely payment of the applicable Maintenance fees.
The initial Support Services term shall be for one year commencing on the Delivery Date of the applicable Licensee order, unless otherwise stated in the relevant order form.

1.2.         Support Services shall be automatically renewed for successive one (1) year terms, at the then applicable Maintenance Fee, unless Licensee provides Agilos with written notice of non-renewal of a Supplied Software at least Sixty (60) days prior to the end of the-current annual period.

1.3.         The annual Support Services term for subsequently acquired Supplied Software under a single Agreement will be prorated to expire with the then-current annual Support Services term, unless otherwise agreed by Agilos and Licensee.

1.4.         For avoidance of doubt, Licensee is responsible to pay the entire first year’s Maintenance Fee for all subsequently acquired Supplied Software regardless of any prorated term.

1.5.         Non-renewal of Support Services shall apply to all items of one Supplied Software licensed by Agilos to the Licensee.

1.6.         Licensee must purchase the same level of Support Services for all items of a Supplied Software licensed by Agilos. Licensee may elect to upgrade the level of Support Services at any time but such upgrade must apply to all items of Supplied Software licensed by Agilos.

1.7.         Reinstatement of lapsed Maintenance will be subject to payment by Licensee of (a) the then-current annual Maintenance Fees payable for the 12-month period beginning on the date of reinstatement and (b) the aggregate Maintenance Fees that would have been payable for the relevant Supplied Software during the period of lapse in the absence of termination or non-renewal, provided that the combined reinstatement fees are paid within twelve (12) months after the date of the lapse. Reinstatement beyond this date will be at Agilos sole discretion.

2.            Level of Support Coverage

End Users who have purchased Maintenance and are current with respect to the payment of the applicable yearly Maintenance fees for the then-current yearly Maintenance period will be provided Maintenance in accordance with the terms and conditions as follows:

End Users receive off-site troubleshooting and other technical assistance and support concerning the installation and operation of the Software, via a dedicated telephone number or email address during Agilos normal local business hours from Monday to Friday (excluding public holidays).  In addition, Support Cases may be reported to Agilos by an End User Technical Contact via Efficy Web Support application, allowing customers to post and ask questions online.  Agilos will respond to an End User Technical Contact via Efficy Web Support application or telephone.  Agilos will also provide the End User with Error Corrections for Errors reported to be in the Software; as such Error Corrections become available through Updates.

3.  Response Times and Escalation

3.1.         Reporting Support Cases.  Support Cases must be reported to Agilos via their login to Agilos Efficy Web Support application.  Only the Technical Contact(s) may report Support Cases.

3.2.         Response Times.  Agilos will respond, within the Maximum Initial Response Times set forth in the table below, to any Support Case reported by a Technical Contact in accordance with Section 3.1. Agilos will determine the severity level of any Support Case in its reasonable discretion.

A Support Case is resolved upon the earlier of the following: (i) the issue or problem is resolved;
(ii) if the issue or problem is the result of an Error, the provision of a Fix or Error Correction;
(iii) if Agilos is able to provide a reasonable and mutually acceptable alternative solution;
(iv) if Agilos confirms that the issue or problem is not due to any Error or deficiency in the Software;
(v) if Agilos confirms that the issue or problem is in fact the result of a multi-vendor issue, and the End User agrees to transfer the problem to the third-party vendor for resolution; (vi) if the End User’s Technical Contact requests that Agilos close the Support Case;
or (vii) if the Support Case has been left open for five (5) consecutive business days, during which period Agilos has not received a response from a Technical Contact.

3.3        Exceptions.  Notwithstanding anything herein to the contrary, Agilos will have no obligation to provide support in connection with Support Cases or operational disruptions caused by: (i) the use of the Software with software or hardware not designed for use with the operating systems approved by Agilos in the Documentation; (ii) the use of the Software with hardware that does not satisfy the minimum system requirements specified by Agilos in the Documentation; (iii) changes, modifications, or alterations to the Software not approved in writing by Agilos; (iv) use of the Software other than in accordance with the Documentation and the Agreement; (v) the failure to install Updates made available by Agilos; or (vi) the negligence or intentional misconduct of the End User or its employees and agents or any third party.

4. Updates

Agilos or its Sub Reseller will make free Updates available to End Users who have purchased Maintenance and are current with respect to the payment of the applicable yearly Maintenance fees for the then-current yearly Maintenance period.  Updates will be available, in Agilos discretion, in the form of an installation program on CD-ROM, on other digital medium, or via the Internet, together with documentation in printed or electronic form written in English or a language officially supported by Agilos or its licensors in case of a third party Software.  Unless otherwise agreed in writing by Agilos the End User shall be responsible for installation of all Updates.

5.  Prior Versions

Agilos obligations with respect to Maintenance are expressly conditioned upon the installation and use by the End User of either: (i) the most current Version of the Software; or (ii) the immediately preceding Version of the Software.

6.  End User’s Obligations

6.1.         The End User shall: (i) install and use all Updates of the Software made available by Agilos or its third party licensors; (ii) ensure that the Software is used only in accordance with any Documentation or advice from Agilos or its third party licensors; (iii) not alter or modify the Software or the Documentation nor permit the Software to be integrated with any other software except to the extent expressly permitted in the Documentation; (iv) not request, permit or authorize anyone other than Agilos to provide any support services in respect of the Software or the Documentation; and (v) cooperate fully with Agilos personnel in the diagnosis of any Error or other issue or problem with the Software or Documentation.

6.2.         The End User’s contact with Agilos in connection with the End User’s requests for support and reports of Support Cases shall be through the Technical Contact(s).  The Technical Contact(s) shall: (i) serve as the internal contact(s) for End User personnel who are authorized to use the Software; (ii) are responsible for initiating all requests by and maintaining all records of the End User relating to Maintenance; (iii) serve as the contact(s) with Agilos on all matters relating to Maintenance; and (iv) are responsible for providing information and support, as requested by Agilos to assist in the diagnosis, analysis, and resolution of Support Cases.  The maximum number of Technical Contacts for each End User is three (3), regardless of the number of licenses for the Software. Technical Contact(s) will be provided with a login and password to Agilos Efficy Web Support application

6.3.         When reporting Support Cases in the Software, the End User must provide Agilos a detailed description of its IT system(s) within which the Software operates, together with the basic structure of that system, any operational disruptions experienced by the End User, and the effect of the disruptions on the End User’s operations.  In addition, the End User must reasonably cooperate with Agilos and provide Agilos with all reasonable assistance necessary for Agilos to diagnose, reproduce and assess any reported Support Case.

6.4.         If the End User desires Agilos to provide support via remote access, the End User shall ensure that a functioning system enabling Agilos to have remote access to the End User’s technical equipment is installed (subject to the End User’s reasonable security measures and policies) and that satisfactory communication between the parties’ computer systems is possible.

7.  Term and Termination of Maintenance

After the Initial Maintenance Term, Maintenance shall renew automatically on an annual basis at the rate set forth in the applicable Order Form; provided, however, that Agilos may increase Maintenance fees for any future annual period in accordance with Section 7.6 of these Terms and Conditions.

End User may cancel Maintenance of Supplied Software licensed by Agilos by sending a registered written notice of such cancellation to Agilos at least sixty (60) days prior to the end of the Initial Maintenance Period or, following the Initial Maintenance Period, the then-current annual renewal period.  Non-renewal of Support Services shall apply to all items of one Supplied Software licensed by Agilos to the Licensee.

Severity Level Maximum Initial Response Time
Severity 1 Support Case Within two (2) hours
Severity 2 Support Case Within four (4) hours
Severity 3 Support Case Within one (1) business day

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