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Terms of Use

The following are some of the main terms and conditions of service as per agreements between the parties:

SUPPORT

E-Business Systems will have properly trained staff available to answer Customer’S telephone enquiries and will provide telephone help and assistance within 4 working hours of any call. Support services will be available during office hours listed below of E-Business Systems. Additional support services outside these times are also available at a separate charge.

In the event that Customer suspects a possible malfunction in the Software, Customer shall provide E-Business Systems with sufficient detail in writing to enable appropriate testing of the software and replication of the problem. E-Business Systems will endeavour to verify and replicate any software errors that the Customer may report to them. E-Business Systems’ obligation will be to test for any reported problems on the most current version of the software. In the event that the malfunction is proven to be in the latest standard Software, E-Business Systems shall liaise with the software author until a corrected version is available. In the event that malfunction is proven to relate to a customised element of the software, E-Business Systems will then liaise with the authors of the custom elements until a corrected version is available.

E-Business Systems shall deliver the new version of the Software and will provide services to install and implement the new version as provided for in the Schedule 1 of this Agreement. Customer is recommended to keep up to date with all releases of the Software.

In the event that Customer suspects that there is a problem with their data, E-Business Systems shall provide services as provided for in the Schedule of this Agreement to test and rectify faults in the data.

In the event that E-Business Systems support staff are unavailable during office hours, E-Business Systems will return Customer call within 4 working hours.

Services may be performed on-site, by telephone or utilizing electronic means or any combination of these.

OFFICE HOURS

E-Business Systems office hours are 09.00hrs CET to 16.00hrs CET from Monday to Friday. The office will be closed for public holidays. The support line will be manned during office hours.

COMMUNICATIONS

Contractor and Customer appoint the primary and secondary support contacts as per agreement between the parties. These persons should consolidate Customer queries to ensure smooth communications. Support Services shall only be available to suitably trained/qualified staff.

TRAINING

An initial training schedule comprising of eight training hours, shall be agreed combining classroom training and Consultancy style training to meet Customer needs as the system is implemented. Two annual training on-line workshops of three contact hours will be carried out at the Contractor’s expense. Customer shall ensure that each member of its staff is properly trained in the use of the software that he/she has access to. Additional training and support for say new recruits of IPW, may be requested and the Contractor will provide such services at a separate charge as per provisions of Schedule 7.

DELIVERY

E-Business Systems shall deliver the EB- IMS Software and each new version of the Software covered by this agreement to Customer as often as these are developed or at a separate cost at the Customer’s request. Delivery is assumed to comprise installation or commissioning of new software versions on the relevant servers.

NON-SOLICITATION

The Customer shall not, on its own behalf, or in conjunction with, or on behalf of any other person, company or firm, solicit or entice away or endeavour to solicit or entice away from E-Business Systems, any individual who is an employee, consultant or director of E-Business Systems. In the case of a breach, then the Customer will pay the offended party a fee equal to 12 months of the employee, consultant, or director’s salary.

EXCLUSION AND LIMITATION OF LIABILITY

Customer must satisfy itself that the Software listed in Schedule 1 meets its requirements and is delivered in full compliance with specifications agreed upon. E-Business Systems shall not be responsible for software errors or software malfunction due to failures or non-conformance of Software specifications for both hardware and networking infrastructure.

EBS shall not be responsible for any use of, or inability of Customer to use the software. It shall not be liable, in any circumstances, for any loss, damage, injury, (other than personal injury or death resulting from negligence), loss of profits, expense, or claim arising from or in connection with the use of, or the inability to use, the software or associated documentation.

Notwithstanding the above, except in respect of injury, including death to a person due to negligence, the liability of the parties shall not exceed, in respect of any event or connected events, 125% of the fees paid under this agreement for the year to which the Agreement applies. E-Business Systems shall not be liable under any circumstances, for any costs, losses, loss of profits, or damages whatsoever. This exclusion shall include any costs, losses or damages whatsoever, (including but not limited to, loss of data, loss of processing time, costs in re-inputting or restoring data, and financial losses), resulting from or arising out of the use, or inability to use the Software.

EXCLUSIONS

This Agreement applies only to properly licensed software where the Initial and applicable Annual Licence fees have been paid. Customer must have a current Licence to hold and use each module or element of software. Support will always be provided in relation to the latest supplied version of Software.

EBS has the obligation to resolve issues raised, or to provide error corrections for the software that EBS is bound to carry out such support and repair services. EBS is the only entity that can carry out such work, in that it owns the system and hence no third party may be hired by IPW to carry out repairs or offer support services in lieu of the Contractor. EBS will make reasonable endeavours to ensure that Customer receives good service from E-Business Systems and that where required full and conclusive responses are provided in a timely manner.

FORCE MAJEURE

No party will be liable for failure to perform its obligations under the Agreement if such failure results from circumstances beyond the party’s reasonable control, provided that the affected party shall take all reasonable steps to anticipate such circumstances to reduce their impact.

Where a party has failed to perform its obligations due to force majeure and such major system failure subsists for a more than one month, the other party shall have the right to terminate the agreement with immediate effect.