Support, development and updates agreement for Open2b Commerce Ready software

Terms and Conditions

Version May 2018

This agreement concerns the provision of technical support ( hereinafter "Support" ) for Open2b Commerce Ready software ( hereinafter "Supported Product" ) by Open2b Software S.n.c. ( hereinafter "Open2b" ) and the supply of updates and developments for supported products ( hereinafter "Update" ) to the natural or legal person holding a license for the aforementioned software ( hereinafter "Customer" ).

In the case of purchasing a license for a supported product installed on hosting and dedicated servers, Support starts on the day the supported product is installed and lasts one year.

In the case of purchasing a license to use a supported product with centralized included technical management, Support starts on the day the supported product is activated online and is provided for the entire duration of the main service.

In the case of purchasing Support for a supported product installed on hosting and dedicated servers, the service begins on the day of acceptance by Open2b and in any case not before receipt of the amount due for the purchase, and lasts one year. The agreement is not implicitly renewed upon expiration. Open2b reserves the right to change Support at any time, communicating updates via email or through its websites and social channels. Open2b will not change Support in a way that (a) reduces obligations in the provision of ongoing Support or (b) materially affects the Customer's rights or (c) reduces the commitment of ongoing Support.

Free support documentation

Basic support for the correct and efficient use of the Supported Product is made available to customers and users who publicly test the platform through the documentation available on the dedicated site, freely accessible to everyone at no cost: Open2b support site

Technical support

Support allows the Customer to send Open2b support requests aimed at solving operational problems that may arise in the use of the Supported Product. Support requests must be made by sending an email to the address indicated by Open2b to the Customer or through an equivalent system made available by Open2b. Support requests may also be made by calling Open2b by phone at the number dedicated to support during Open2b office hours. Open2b, at its sole discretion, may invite the Customer to resubmit the support request by sending an email to the address provided.

Corrective maintenance

Corrective maintenance includes interventions on the Supported Product carried out by Open2b to correct malfunctions or errors in the Supported Product (bugs), based on tests and reports received from Customers.

Adaptive maintenance

Adaptive maintenance includes all interventions on the Supported Product carried out by Open2b to enable interfacing and interoperability with other computer programs, software platforms and operating systems different from those provided in the license agreement, also on the basis of reports received from Customers. With the adaptive maintenance service, for example, the Supported Product may be modified to enable its use with subsequent versions of operating systems and interoperability with new computer programs.

Evolutionary maintenance

Evolutionary maintenance includes all interventions aimed at adding new functions and features, aligning the product with regulatory and contextual evolution and, as a rule, is provided through the release of new versions of the Supported Product.

Extraordinary support

The extraordinary support service consists of interventions, design and ad hoc development on quotation at the Customer's premises based on specific needs, subject to prior activation of the support service.

Updates and development

Open2b, at its sole discretion, will decide when to release an update. Open2b will inform the Customer of the availability of an update on its website and/or via email communication and/or through its social channels. For each update, Open2b will decide, at its sole discretion, whether installation may be performed only by Open2b or whether the Customer may proceed independently. For updates that the Customer may perform independently, Open2b reserves the right to charge the Customer for the update if the Customer asks Open2b to carry out the operation.

Following a support request, Open2b may perform a support intervention according to the conditions and limitations indicated in this agreement.

Limitations

• Support interventions. Open2b will make every reasonable effort to resolve a Support Intervention but does not guarantee that all Support Interventions will be resolved. Open2b, at its sole discretion, will determine what constitutes a Support Intervention and, to the extent permitted by law, whether the Support Intervention has been resolved. Generally, a Support Intervention is resolved when the Customer receives one of the following: (a) the information that resolves the issue, (b) an indication of where to find the solution in the provided manuals, (c) an indication that the problem is caused by a known, unresolved issue or an incompatibility with a Supported Product, (d) information that the problem is identified as resolved by updating to a newer version of the Supported Product, or (e) a statement that the problem has been identified as a hardware issue.
• Response times. Open2b will make every reasonable effort to respond to a support request within a reasonable time but does not guarantee that a response will be provided within a specific time period, unless expressly provided in Gold, Platinum Pack and higher contracts. Services are provided in Italian, unless otherwise indicated, to the Customer or to one or more persons delegated by the Customer.
• Current version. Unless otherwise specified, all Supported Products must be the most recent version available.

Exclusions

Unless otherwise specified, Open2b will not provide support services related to problems or issues arising from (a) matters that could be resolved by updating a Supported Product, (b) the use or modification of a Supported Product in a way for which it was not intended to be used or modified; (c) third-party software and hardware products and their effects in interacting with a Supported Product (d) damage to the computer on which a Supported Product is installed, (e) use of a computer not compatible with a Supported Product.

Customer responsibilities

The Customer is responsible for all costs of setup and for managing email and telephone communications with Open2b. The Customer must cooperate with Open2b in resolving the Support Intervention, providing the information necessary to help Open2b identify the problem. The Customer is responsible for any restoration or reconstruction of lost or modified files, data or programs. The Customer must create and maintain a complete backup copy of data and a Disaster Recovery plan. The Customer is solely responsible for any security of its confidential and proprietary data, whether sensitive or not. The Customer must have reasonable knowledge of the Supported Products for which support is requested and of the IT system on which the Supported Product is installed. The Customer may not transfer Support to third parties. The Customer must not abuse support requests, for example by making requests concerning issues already resolved.

Processing of personal data

This agreement is subject to the provisions of the addendum Data Processing Addendum.

Jurisdiction

For any dispute arising from or related to the application of these terms and conditions, the Court of Pisa shall have exclusive jurisdiction.