1. Overview

    This document outlines the terms and conditions and Service Level Agreement (SLA) for the support of the ResourceSpace Digital Asset Management (DAM) system.

    1. Service Scope

      The scope of service includes:-

      1. Issue resolution for issues relating to the latest release of the ResourceSpace base software and any plugins that are included with the base code. This will involve fixing the base code as appropriate. Fixes will become part of the base and released under the existing ResourceSpace license.
      2. Assistance with using and configuring ResourceSpace and the plugins that are included with the base code.
      3. ResourceSpace software upgrades as they become available, to ensure the installation is the current supported version.
    2. Assumptions

      1. Support is second-line support in that it is provided to your designated resource or system administrator(s) only and not directly to all end users.
      2. No service will be provided for third-party components or development outside of the ResourceSpace base code and included plugins.
      3. Any development work including enhancements and customisation beyond that possible with the base software will be treated as projects outside the scope of this agreement.
      4. For self hosted on-premise customers, service will be provided only for issues related directly to ResourceSpace. No service will be provided for issues relating to the server environment.
    3. Service Hosting

      The following will be your responsibility as the customer if using the self hosted on-premise service, or Montala if using the Fully Managed Hosting service.

      1. Hosting infrastructure including server, operating system, connectivity, firewall.
      2. The supporting applications and libraries that are external to (but required by) the ResourceSpace software, such as MySQL, PHP, Apache.
      3. Backup, storage, and recovery of critical business data.
    4. Your Responsibilities

      It will be your responsibility as the customer under this agreement to:

      1. Open a support ticket when necessary by following the process detailed below
      2. Identify that any issue logged is a genuine software issue, ruling out as far as is possible user error and local infrastructure issues.
      3. Be aware of and make payment for any fees incurred.
      4. For self hosted on-premise customers, you must provide either suitable access - RDP for Windows or SSH for Unix/Mac (IP restricted if necessary) - OR a technical contact with the necessary skills to apply the fixes we provide.
      5. You must ensure that screen captures and other files you send do not contain sensitive personal data, and have been suitably obfuscated if sensitive data was present. We will not be held responsible for the security of sensitive information sent to us by e-mail in the resolution of a ticket.
  2. Support Process

    1. Hours of coverage

      Hours of coverage are 9 AM to 5.30 PM UK Time, Monday to Friday. UK Bank holidays are excluded from hours of coverage. If using Montala’s Fully Managed Hosting service, critical support will be provided 24x7 and the service will be automatically monitored.

    2. Initiating a Support Ticket

      A support ticket may be raised by selecting 'Raise new support item' on the Montala extranet site. You will be provided with a specific address for your organisation as part of the system installation, however the address can be requested at any time via this page: https://www.montala.com/extranet

    3. Required Ticket Information

      When a support ticket is raised, you should provide as much information as is reasonably possible about the issue at that time, including at a minimum the following information:

      • Contact details
      • A description of the issue
      • Priority (see below)

      The following should also be included if available.

      • Details of client software configuration
      • Any screenshots or associated files to assist troubleshooting
    4. Priorities

      The ticket should be placed into one of four priorities as detailed below.

      Priority Description Response Time
      0 System completely unavailable
      All efforts have been made to ensure that the problem is not related to your own hardware, operating system, networking or other infrastructure issue. No workaround is known for the issue
      On-premise: 1 working day
      Montala hosted: Within 3 hours (24x7)
      1 System is available but the problem is preventing primary usage
      Unable to view, edit, upload, download; core user functionality.
      1 working day
      2 System is available but the problem is preventing secondary usage
      Reporting, configuration; admin only functions
      3 working days
      3 Minor cosmetic issue
      A request to alter the text, layout, configuration, or some other cosmetic aspect of the system.
      1 week

      Response is from time the ticket is opened, during hours of coverage. Resolution time will depend on the complexity of the issue.

    5. Ticket Resolution

      1. Montala will investigate the ticket, and provide an initial response within a timeframe based on the priority of the issue as outlined above.
      2. Montala will be responsible for resolving each bug fix, by providing an update, patch, or other fix designed to address the bug and return the product to its proper working state.
      3. Montala may offer to resolve enhancement or customization requests on a case-by-case basis, working with you to reach an agreement outside of this agreement for providing such an enhancement or customization.
      4. Montala will mark a ticket as resolved once any of the following conditions are met:
        • Montala delivers to you a patch, update, or other fix meant to address a bug fix, enhancement, or customization.
        • Montala receives a notification from you stating a desire to close a particular ticket.
        • Montala does not receive any notification from you within 5 business days of Montala's response to a ticket, or to a request for more information about the issue.
        • Montala determines a ticket to be out-of scope.
        • Montala, after discussing with you options for resolution of the ticket, determines that the ticket cannot be resolved to your satisfaction.
      5. When a ticket is marked as resolved, Montala will notify you of the resolution, along with the reason for doing so. If the resolution includes a bug fix, Montala will deliver any materials related to the fix at that time.
  3. Pricing and Fees

    1. Montala charges an annual support fee under this agreement. This fee is not refundable, except upon termination of this agreement, as provided for in this agreement.
    2. We reserve the right to increase fees at the point of annual renewal. Typically we review pricing every three years and adjust in line with UK inflation.
    3. Montala operate a fair use policy for the support portion of the contract. Montala will fix an unlimited number of issues found in the ResourceSpace base code. Support tickets relating to training, consultancy and configuration will be subject to a fair use limitation of 20 hours per calendar year, increased to 50 hours for our Enterprise Cloud package. Should this limit be exceeded Montala will notify the customer and discuss options for an extended contract.
  4. Termination

    1. Montala may terminate this agreement at any time for the following reasons:
      1. Non-payment by you of fees incurred to Montala.
      2. You break any of the terms outlined in this document.
    2. Montala will not refund any portion of the annual support fee in this case.
    3. Montala may additionally terminate this agreement for any reason with three months’ notice. The annual support fee will be refunded in part, based on the period of actual service under this agreement, rounded to the next highest whole number of months.
    4. You may terminate this agreement at any time by notifying Montala of your desire to do so. Termination will take effect immediately upon sending such notification to Montala. Montala will not refund any portion of the annual support fee in this case.
    5. Once this agreement is terminated, all open service tickets will be marked resolved, and no further development, support, or updates will be provided or delivered under this agreement.
    6. If this agreement is terminated for any reason, you remain responsible for any fees, costs, or other debts incurred to Montala during the term of this agreement, including but not limited to: costs-to-date for undelivered bug fixes, enhancements, and customizations, consulting fees, and unpaid invoices.
  5. Limit of Liability

    1. The liability of each party to the other party shall not exceed £250,000 GBP and Montala will maintain Professional Indemnity Insurance sufficient to cover a claim of that value.
    2. There is no limit of liability for death or personal injury resulting from negligence.
    3. Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.
  6. Software

    1. This agreement transfers to you neither title nor any intellectual property rights to the software, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith.
    2. Any third party software is supplied to you on the basis of the relevant third party's license terms with which you agree to comply.
    3. You acknowledge that software in general is not error-free, and agree that the existence of such errors will not constitute a breach of this agreement.
  7. Data Liability for On-Premise Customers

    1. We shall have no liability for any loss or damage to any data stored on your server or backup mediums. It is your responsibility to make sure an adequate backup procedure is in place.
    2. We shall have no liability for the security of your server or backup mediums. It is your responsibility to make sure adequate firewalls and virus protection systems are in place.
  8. Additional Terms for Montala Hosted Service

    1. Hardware and Network

      1. You will not be the owner of the server.
      2. The server shall be installed and operated by us. You will have no right of physical access to the server.
      3. The server will be based at Telecity Redbus London and will have a high speed connection to the UK internet backbone, unless an alternative datacentre location has been agreed in writing.
      4. You acknowledge that we cannot guarantee that the server will be free from defects. Nor can we guarantee that it will operate uninterrupted or without failure.
      5. We shall use our reasonable endeavours to make available to you at all times the services but we shall not, in any event, be liable for interruptions of service or down-time of the server.
      6. Customers using our dedicated server packages will be allocated their own server. In the unlikely event of hardware failure, server sharing may be utilised briefly to ensure maximum uptime.
      7. Registration of a suitable domain name is not provided as part of the hosting agreement. An IP address will be provided and either a new domain can be registered, or a sub-domain of an existing domain set up, in order to provide the final domain name for this service.
      8. The service will be made available at a single supplied IP address. We reserve the right to change the IP address assignments at any time. In the unlikely event of an IP address change at least two weeks notice will be given. There will be a period of overlap where both the old and new IP addresses will work to avoid any downtime.
    2. Use of Services

      1. You shall keep secure any identification, password and other confidential information relating to your account or the services and shall notify us immediately of any known or suspected unauthorised use of the services or breach of security, including but not limited to loss, theft or unauthorised disclosure of your password or other security information.
      2. We operate a fair use policy with respect to server bandwidth. You accept that if the server exceeds its data transfer quota in any billing period, we will charge you for the additional data transfer at £25 for every 100GB. The monthly quota for combined uploads and downloads is 1000GB. Under typical usage we do not expect this transfer to be exceeded. For comparison, the average monthly transfer per customer is 13GB, and our largest customer - an international charity - total 90GB.
      3. You are solely responsible for the content of any postings, data or transmissions using the services or any other use of the services by you or by any other person or entity authorised by you.
      4. You represent, undertake and warrant to us that neither you nor any person or entity authorised by you will use the services for illegal, disruptive or objectionable purposes.
      5. In particular, you represent, warrant and undertake to us that you or any person or entity authorised by you, will not upload, post, link to or transmit:

        any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
        any material containing a virus or other hostile computer program
        any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

      6. It is your responsibility to make sure any content uploaded by you or those you have authorised does not break the definitions listed in item 7.2.5.
      7. You will not use the services in any manner which interferes with, or disrupts, other network users, services or equipment including, without limitation, unsolicited advertising or chain letters, inappropriate news group or forum posts, wrongly impersonating another user and falsifying one's network identity.
      8. It is your responsibility to manage ResourceSpace user accounts and ensure that passwords are of the required complexity, that only authorised users are given valid usernames and passwords, and that unused accounts are removed as appropriate. We are not responsible for the management of ResourceSpace user accounts.
    3. Ownership of Data

      We acknowledge and agree that you shall own all data provided or stored on your behalf on the server or backup mediums. We further acknowledge and agree to return on request all such data, including all copies thereof, to you upon termination or expiration of this agreement, charging only for the storage media and postage and packing.