Welcome to the CRM.COM Service Level Agreement (SLA) . This SLA is a formal agreement between CRM.COM and its customers which defines the agreed-upon levels of service and support.
This SaaS Agreement (“the Agreement”) is entered into today (“Effective Date”) for the ordered termed period (“Agreement Duration”) between the Customer (“Customer”)
CRM.COM Software Ltd whose principal place of business is 91 Waterloo Road, SE1 8RT London, UK (“CRM.COM”)
Customer wishes to obtain Software as a Service and Support Services from CRM.COM on the terms and subject to the conditions below.
NOW, THEREFORE, the parties agree as follows:
“Named User” means the person(s), identified by name in the software, within the Customer organisation or any partner organisation that load, utilise or display the Software, to serve the Customer’s computing needs;
“Contact” means a physical person or commercial company with a non-deleted contact record created in the software;
“Active Contact” means a contact having at least one active account (lifecycle status is active) OR has done at least 1 transaction in the software the last 12 months
“Transaction” means any one of a lead, service request, activity, communication, order, debit, credit created in the software;
“Software” means the computer program(s) specified in Schedule A as supplied and updated by CRM.COM;
“Application Service” means the provision of the Software specified in Schedule A, provided as a software as a service by CRM.COM and support services to be provided by CRM.COM
“Application Service onboard process” means the self service process where the Customer, during the initial setup sign-up or at any time during the Agreement duration, orders the service
“Application Service Fee” means the fees specified during the Application Service onboard process payable by the Customer to CRM.COM in respect of the Application Service;
“Agreement Duration” means the period ordered by the Customer during the Application Service onboard process or the auto-renewed period in the case the customer selects an auto renew option
“Customer” means the Company registered in a self service flow during the Application Service onboard process;
“Support” means the support services provided to the Customer Case Registry Contacts.
A “Major Release” means a set of software of the same application in which substantial new functionality or other substantial changes are made.
A “Release” means a set of software in which small functional enhancements have been included.
An “Update” means a set of software in which detected shortcomings are being remedied.
“Confidential Information” means this Agreement, any additions or amendments to it, all Software listings and documentation, information, data drawing, benchmark tests, specifications, trade secrets and know how, implementation models and project management models, source code, object code and machine-readable copies of or relating to the Software, and any other proprietary information supplied to the Customer by CRM.COM or its agents; as well as any Customer information and all business data regarding their products, services, policies, procedures, and business rules provided to CRM.COM;
In addition, CRM.COM will provide:
2.6 known defect repairs;
2.7 incremental product support and compatibility Releases, and may include functional and performance improvements;
2.8 up-to-date software manuals in electronic form
2.9.1 maintain a current backup copy of all programs and data with a minimum frequency of backup runs defined as every 24 hours;
2.10 Telephone and/or Remote Assistance
2.10.1 COM will provide during support service hours, assistance by telephone and email or other electronic mode in respect of the Software, including:
184.108.40.206 clarification of functions and features of the Software;
220.127.116.11 guidance in the operation of the Software;
18.104.22.168 error verification, analysis and correction by telephone and/or remote connection.
2.11 Nature of Support Calls
2.11.1 Support provided by CRM.COM shall be limited to calls of the nature of either:
22.214.171.124 “Quality Related Calls” relating to a perceived or identified error in the Software attributable to CRM.COM and not previously identified or described by CRM.COM in communications with the Customer. Errors attributable to CRM.COM shall be those that are reproducible on an unmodified version of the Software; or
126.96.36.199 “Knowledge Related Calls” relating to the use or implementation of the software or a request for clarification or guidance concerning the software where such a request could not have been answered by a Customer staff member trained in the use of the Software including clarification of functions and features, clarification of documentation, guidance in the operation of the software, error verification, analysis and correction by telephone and/or remote access.
2.11.2 Support for Knowledge Related Calls by CRM.COM shall be limited to a maximum of 1 hours or 2 calls, whichever occurs first, per calendar month.
2.12 Support Call Categories
2.12.1 Support Category 1: Critical means that the Customer’s live system is at a halt and unable to process data through the Software as a result of a catastrophic event in the system database or Software, or a major application failure in a critical processing period;
2.12.2 Support Call Category 2: Urgent means a problem in the Software which causes serious disruption of a major business function and which can not be (temporarily) solved by a work-around;
2.12.3 Support Call Category 3: Normal means any of the following i) a non-critical problem in the Software where the Customer is able to continue to run the system and/or application or a workaround is available, ii) a reported problem in the Software that does not qualify as a Category 1 or 2; and
2.13 Support Call Category 4: Low means all “knowledge related calls”.
Either party will be entitled to terminate this contract with immediate effect:
(i) if the other party becomes insolvent or unable to pay debts as they come due, or ceases to so pay or makes an assignment for the benefit of creditors; or
(ii) if the other party is dissolved or liquidated or any formal process is instigated to effect dissolution or liquidation, or
(iii) if the other party makes an unauthorised attempt to assign, delegate, sub-licence or otherwise transfer any of its rights or obligations under this agreement, and it should be stated that no party should refuse such an attempt without strong commercial and technical reasons, or
(iv) if either party commits a material breach, or other repeated breaches of the Agreement.
“Intellectual Property” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Each party will in good faith retain its own Intellectual Property as broadly defined. In particular, (1) the Software is the Intellectual Property of CRM.COM and (2) all information collected in relation to Logged On Users, Subscribers, Active Subscribers and Participants and any other equivalent parties will be and will remain at all times the Intellectual Property of the Customer.
At the end of the Agreement Duration (including any extension period), such information and any other information collected, stored and processed on behalf of the Customer by CRM.COM can be exported by the customer using standard features of the CRM.COM software. Alternatively data can be exported by CRM.COM in a technically widely accepted format and provided to the Customer at a mutually agreed cost which will not exceed the cost of the hours this task requires at the CRM.COM current rates as published by CRM.COM or agreed with the Customer.
Each party warrants and undertakes that any items made available to for the purposes of performing this agreement, including the Software (the “Materials”) shall not infringe the Intellectual Property of any third party. To the extent that any Materials breach the rights of any third party, the party providing the Materials will be legally and financially responsible for any claims (including legal costs) made by that those third parties.
CRM.COM warrant that the Software will be provided with all due reasonable care and skill and in a professional and timely manner. Notwithstanding this, Customer acknowledges and agrees that it is technically impossible to provide the Software free of faults and that CRM.COM do not undertake to do so, save that the Software shall materially function in accordance with the specification.
CRM.COM Application Service
The Customer is provided software as a service access to the CRM.COM Application Service and Software as documented in the published documentation and manuals at the CRM.COM Knowledge Base:
This Schedule applies to the purchase of CRM.COM Services and is to be read in conjunction with and is subject to the terms set out in the Agreement. The terms and expressions defined in the Agreement shall apply to this Schedule, save where the context requires otherwise. If such services are purchased by the customer, the applicable Services will be detailed in an individually provided Statement of Works (SOWs) and in the case of any contradiction between the SOWs and this agreement, this Agreement shall take precedence.
Due Dates are listed in the SOWs.
CRM shall use its reasonable best endeavours to: