General Support Agreement
This agreement is made between:
the Customer, namely:
Company details hereand the Supplier, namely:
Francesc Alted i Abad C/ Tirant lo Blanc n 6 pta 4 12100 Castelló Spain Telephone: +34-964282649 E-mail: support@pytables.com
It is valid from the day of payment of the maintenance fee.
This support agreement (the “Agreement”) sets out the terms and conditions under which Supplier agrees to provide Customer with support.
The following documents form an integral part of the Agreement, and in case of any inconsistencies or contradictions between the documents, the order of preference shall be the order indicated below.
- General terms and conditions
- Applicable fees
Scope of support
Supplier shall provide support for Customer according to his needs and under the conditions below. The general terms and conditions for this support are specified in Appendix A, the specific statement of Work is specified in Appendix B and the applicable support fees are specified in Appendix C.
Appendix A — General terms and conditions
1. Definitions
- The Work
- The series of advices and recommendations that Supplier provides to the Customer about one or several subjects.
- Working Days
- Monday to Friday, exclusive of local holidays.
- Office Hours
- Office hours according to the local timezone.
2. Scope of support
Supplier will provide the support specified in this clause to the Customer. Supplier shall keep necessary competence for transmitting good advice and for providing training to Customer.
2.1 E-mail support
Supplier will during Office Hours provide e-mail support in the form of a helpdesk. Response will be given within two Working Days from reception of the question.
2.2 Telephone support
Customer can optionally make telephone calls to Supplier whenever he notifies his desire within two Working Days ahead of the preferred date. Supplier shall acknowledge the date during these Working Days.
3. Responsibility and undertakings of Customer
In order to ensure Supplier's possibility to identify the problem, Customer shall, as far as possible, supply documentation and other relevant information on the problems he wants to work on. Customer shall appoint a contact who shall be responsible for handling all contacts with Supplier.
4. Subcontracting
Supplier shall have the right to subcontract such portions of its undertaking under the Agreement, as Supplier deems appropriate. Supplier shall however remain responsible to the Customer for the performance by any such subcontractor as if performed by Supplier.
5. Limitation of liability
Supplier's liability on any claim of damages arising out of this Agreement shall be limited to a sum amounting to the annual fee.
Supplier shall in no event be liable for any exemplary incidental, special, consequential or indirect damages, including damages for loss of data, even if Supplier has been advised of the possibility or likelihood of such damages.
6. Force Majeure
Neither party shall be liable for any breach of the Agreement which is caused by a matter beyond its reasonable control including act of nature, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving their employees), extremely severe weather or acts of local or central government or other competent authorities or which is caused by a subcontractor's failure to deliver due to such matters.
Should a breach caused by Force Majeure continue for more than three (3) months; either party shall have a right to terminate the Agreement by giving at least thirty (30) days' prior written notice.
7. Fees
The annual fee is stipulated in Appendix B and will be invoiced annually in advance. Services, which are not included in the annual fee, will be charged on a current account basis at Supplier's current price list. If the fee was paid using the Internet, a reminder will be sent via email and a new year worth of subscription can be paid in the same way.
Supplier is entitled to adjust the support fees and rates on 15 January each year so that they accord with the norms generally applied by Supplier. Such adjustment may not exceed the increase in prices as shown by the December IPC index of the Spanish Instituto Nacional de Estadística (National Statistics Institute). Fees and rates are exclusive of VAT, other taxes, customs duty and other public charges.
The payment must be done within 30 days from the date of invoice.
8. Entire agreement
The Agreement, including all of its Appendixes, each of which is incorporated in the Agreement, is the entire agreement between the parties with respect to its subject matter and supersedes any other agreement between the parties. There are no other representations, understandings or agreements between the parties relative to such subject matter.
9. Term and termination
This agreement shall enter into effect on the date of signing up and shall be valid for an initial period of 12 months. If the Agreement is not terminated by either party, giving at least two months' prior written notice, the Agreement is to continue for further periods of 12 months.
10. Governing law and settlement of disputes
The Agreement shall be governed by and construed in accordance with the law of Spain, without regard to conflict of law principles.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Spanish 60/2003 Law of Arbitration.
The place of arbitration shall be Castelló de la Plana. The language to be used in the arbitral proceedings shall be English.
Appendix B — Statement of Work
Supplier shall provide Consulting Services to the Customer in the next fields:
[list of desired fields]
Appendix C — Applicable fees
| Annual fee (limited to 15 hours) | EURO | 900 |
| Additional working hours | EURO | 75 per hour |