These Terms and Conditions are annexed to and form part of the Agreement and govern the provision of support and maintenance services by the Licensor for all software forming part of the Licensed Material provided under the Agreement. Where the provisions of these Terms and Conditions contradict or are inconsistent with the provisions of the Agreement, the provisions of this document shall prevail. Where a term is defined in the Agreement, that Term shall have a corresponding meaning in these terms and conditions unless a contrary intention appears on the face of these Terms and Conditions. Fees and charges in relation to these Terms and Conditions are calculated by reference to the Agreement.

1. Nature of services

1.1 Obligation

1. During the currency of these Terms and Conditions:

   1. the Licensor will perform such services as it considers reasonable to the Customer in order to ensure the Software remains in substantial conformity with its specifications (“Support Services”); and

   2. the Licensor will provide New Releases from time to time.

2. Where the Licensor is providing Support Services, such support shall, at the sole option of the Licensor, take the form of:

   1. telephone advice;

   2. email transmission correspondence;

   3. error correction by means of Updates or New Releases; and

   4. such services as the Licensor considers are effectively provided off-site.

1.2 Third Parties

1. The Licensor will deal only and exclusively with the Customer or any of its authorized, suitably qualified or informed representatives when performing the Support and Maintenance Services. (b) The Customer must appoint a suitably qualified or informed representative to deal with and be the first point of contact in relation to the Support Services.

1.3 Report

The Licensor shall provide the Support Services in response to a report or request by the Customer to the Licensor:

1. of a suspected defect or error in the Software, which defect or error allegedly causes the Software to deviate from its specifications; or

2. for assistance or guidance from the Licensor.

1.4 Written Defect Notice

Immediately after making a request for Support Services, which may involve error correction or program modification, the Customer shall give the Licensor a documented example of the defect or error which it alleges prevents conformity of the Software with its specifications. The Customer shall, if so requested by the Licensor, give the Licensor a listing of output and any other data which the Licensor requires in order to reproduce operating conditions similar to those present when any alleged defect or error in the Software was discovered.

2. Service response

2.1 Customer Report

When providing the report contemplated by clause 1.3, the Customer must designate the Priority of the issue, in its reasonable opinion.

2.2 Priority

Priority 1 – Critical

A critical error or emergency causing intelliHR to be inaccessible by all users, including key functional components.

Examples include:

• all intelliHR tenants are unable to be accessed

• users are unable to login across multiple tenants

Priority 2 – High

Key functional component of the application or service is unavailable to the majority of users in a single tenant, or a limited number across multiple tenants.

Examples include:

• administrators are not able to access the pulse feature to schedule tasks to a group of users

• Multiple clients are not receiving emails from the system

Priority 3 – Normal

A disruption to a non-critical component of the system, for a limited group of users. The system is not behaving as designed but a workaround is available through other features in the system.

Examples include:

• Specific metrics are not pulling through to analytics pages

• The forgotten password link provided is not working

• The organization chart is not displaying correctly due to a reporting loop

Priority 4 – Minor

The system is working as expected but the customer would like it to work in a different way; or a minor bug is acknowledged but a workaround exists.

Examples include:

• If the issue does not meet any of the above criteria it will be categorized as a minor issue

• Product feedback

2.3 Target Response Time

After the Licensor receives the report contemplated by clause 1.3, the Licensor will use its best endeavors to respond to the report by the Target Response Time listed in clause 2.5, but not to provide a resolution to the issue.

2.4 Target Resolution Time

After the Licensor receives the report contemplated by clause 1.3, the Licensor will use its best endeavors to provide a resolution to the issue by the Target Resolution Time listed in clause 2.5.

2.5 Targets

Target Resolution Times across all intelliCare plans can be found here.

2.6 Licensor Obligations

1. The Licensor provides no warranty that it will meet either the Target Response Time or the Target Resolution Time.

2. The Licensor may use any method, system, process, patch, Update or New Release to resolve any issue, in its sole discretion.

3. Support and Maintenance Availability and Restoration

1. Level 1 – Self-service Support – is available 24 hours a day, 7 days a week. (b) Level 2 – Support Ticket/Email/Telephone Support – is available

   1. North American office between the hours of 9 a.m. to 5 p.m. (EDT), every day except Saturday, Sunday or a public holiday in the province of Ontario.

   2. APAC Office between the hours of 6am. to 7pm, AEST, every day except Saturday, Sunday or a public holiday in the state of Queensland.

2. Excluded Support Services:

   1. Support for any issues resulting from third party services or third party software

   2. Support for any issues resulting from computer desktop/mobile device hardware and software or company related issues.

3. Level 2 Service is provided in English, with limited adaptations to certain major languages, which adaptations are made at its sole discretion.

4. the Licensor reserves the right to triage a service restoration as either

   1. an immediate permanent fix, or

   2. initially prioritize a temporary workaround to allow use of the platform to continue, ahead of then completing the permanent solution.

4. Exclusions

Services to be provided by the Licensor under this Agreement do not include:

1. correction of errors or defects caused by operation of the Software in a manner other than that currently specified by the Licensor;

2. correction of errors resulting from data migration or transformation, whether performed by the Licensor or third parties;

3. correction of errors or defects caused by modification, revision, variation, translation or alteration of the Software not authorized by the Licensor;

4. correction of errors caused in whole or in part by the use of computer programs other than the Software;

5. correction of errors caused by the failure of the Customer to provide suitably qualified and adequately trained operating and programming staff for the operation of the Software;

6. training of operating or programming staff;

7. rectification of operator errors;

8. rectification of errors caused by incorrect use of the Software;

9. rectification of errors caused by the Customer or third party equipment fault;

10. the Customer or third party equipment maintenance;

11. diagnosis or rectification of faults not associated with the Software;

12. installation of the Software;

13. third party materials;

14. rectification of errors in the Customer’s or third party’s data;

15. furnishing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by the Licensor;

16. correction of errors arising directly or indirectly out of the Customer’s failure to comply with this Agreement or any other agreement with the Licensor;

17. correction of errors arising directly or indirectly out of any third party’s failure to comply with any agreement between that third party and the Licensor;

18. correction of errors or defects which are the subject of a warranty under another agreement ; or

19. to provide Support and Maintenance Services:

    1. “on-site”; or

    2. (to any third party, at any location.

20. Support for any issues resulting from third party services or third party software (u) Support for any issues resulting from computer desktop/mobile device hardware and software or company related issues.

5. Definitions and Interpretation

5.1 Definitions

In these Terms and Conditions, unless the context requires otherwise:

Agreement means the Software Licence Agreement whereby the Customer has obtained from the Licensor the right to use the Licensed Material to which these Terms and Conditions are attached and form part of;

Excluded Support Services means those services set out in clause 3;

New Release means an update to the Software which provided primarily to implement an extension, alteration, improvement or additional functionality to the Software or otherwise improve functionality or correct an error in the Software;

Priority has the meaning given by clause 2.2;

Software means software forming part of the Licensed Material;

Support and Maintenance Charge means the charges set out in the Agreement;

Target Resolution Time intelliHR endeavors to restore services as stated in Clause 2.5;

Target Response Time intelliHR endeavors to restore services as stated in Clause 2.5;

Terms and Conditions means the terms and conditions set out in this document;

Update means software which has been produced primarily to overcome defects in the Software.

5.2 Interpretation

The rules of interpretation applying to the Agreement apply to these Terms and Conditions.