Intellectual Property

• The Service Provider warrants that it owns all applicable rights, title and interest in and to all Intellectual Property Rights embodied in or associated with the Services (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Services and any accompanying published materials) (“Materials”) or has procured and grants to the Customer an irrevocable and assignable royalty-free licence to use the Materials for the purposes of the Customer’s use of the Services.
• The Service Provider indemnifies the Customer against any Materials provided by the Service Provider infringing on any patent, copyright, registered design, trademark or name, or other protected right.
• The Customer agrees and acknowledges that nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Service Provider to the Customer
• The Service Provider agrees and acknowledges that the Customer owns the Customer Data and all Intellectual Property Rights in the Customer Data

Acknowledgments

• The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Service Provider gives no warranty or representation that the Service will be wholly free from defects, errors and bugs.
• Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software.
• The Service Provider or its suppliers are not in any way responsible for any such interference or prevention of your access or use of the Services.
• The Customer acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this agreement, The Service Provider will take reasonable steps to ensure that the Services will be secure.
• The Customer acknowledges that it is the Customer’s sole responsibility to determine that the Software and Services meets the needs of its business.
• The Service Provider does not provide any warranty regarding the ability of the Software or the Service to ensure your compliance with all applicable laws and regulations in your jurisdiction.
• You acknowledge that the Service Provider does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement.

The Service Standards

Support Response Times

Coverage Window:
The Service Provider’s Coverage Window is 08:00 Hrs to 20:00 Hrs – during this time and outside of this time the Service Provider will respond to issues submitted to the RMS Help Desk based on the Priority definitions and Response Times defined below.

Uptime Service level requirements
The Service Provider undertakes that the hosted environment and network will be available to be accessed by the Customer at least 99.95% (Uptime) of each full calendar month during the Service Period.

A. Availability Measurement
System Availability shall be measured by the Service Provider in the following manner: System Availability will be calculated as “Total Actual System Availability” (up time) divided by “Total Possible System Availability”.
Example: 995 hours Actual Availability / 1000 Total Availability = 0.995 or 99.5% Actual Availability.

B. Minimum Total System Availability
Minimum total System Availability will be 99.5% (3.65 hours per month or 43.8 hours per year) excluding planned outage windows.

The following will not factor into calculation of System Availability:

i. Scheduled Downtime (Service Provider will issue a notice advising of such Scheduled Downtime).
ii. The Customer’s failure to perform its obligations under the Agreement that affect the performance of the Service Provider’s System.
iii. Factors outside the Service Provider’s control including a Force Majeure Event.
iv. The performance of a third party (including, but not limited to telecommunications providers or internet providers).
v. Actions by the Customer or the Customers equipment/technology or 3rd party equipment, software or other.