This Agreement contains the terms and conditions that apply to your purchase from Solid Innovation Systems Inc. ("Solid") that will be provided to you ("Customer") on orders for Solid services and support ("Support Agreements"). By accepting delivery of the Solid services and support described on the invoice or order confirmation, the Customer agrees to be bound by and accepts these terms and conditions. If you do not wish to be bound by this Agreement, you must notify Solid immediately and return your purchase pursuant to Solid's return policy below. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH Solid, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, at Solid's sole discretion.
1. Service Terms
1.1 Support Availability
- Solid will provide Customer with Per-Incident or Priority support assistance ("Support") for a term of either a single call, six (6) months or one (1) year, depending on Support Agreement(s) purchased. Term(s) begin upon Solid's receipt and acceptance of Customer's order of Support ("Commencement Date").
- Phone and email Support is available Monday through Friday, 8:30 am to 4:30 pm local Saskatchewan Time, excluding locally observed holidays. Support availability may occasionally vary from stated hours due to downtime for systems and server maintenance, company events, and circumstances beyond the control of Solid.
- For Priority Support clients, support requests will be handled in the order in which they are received for and will be processed within 4 hours. Emergency support is available after hours between 6:00 am and 8:00 pm local Saskatchewan Time, weekends and holidays, excluding Sundays.
- Per Incident support clients must prepay their support request. These support requests will be handled by appointment.
- Solid may require the Customer to upgrade to a more current version of the Product to resolve Customer issues; however, this will be handled carefully and likely by pre-testing installations. The upgrades are normally included with Priority Support.
- Where the support is handled on a Per-Incident basis or where a client has allowed their Priority Support agreement to lapse, then there may be an upgrade fee applied.
- To ensure proper security of Customer business information and quality response, Solid deals directly with 2 Customer contacts. If you require additional contacts, the Customer must advise Solid of the designated people, and extra charges may be applied to the Customer.
- Problems caused by the following situations are not included in the Support Agreements but may be addressed separately upon request and may be subject to Solid's current hourly rates:
- accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; operation of the Product with other media not in accordance with the manufacturer's specifications; or causes other than ordinary use; or
- improper installation by Customer or use of the Product that deviates from any operating procedures as specified in Solid's instructions; or
- actual or attempted modification, alteration or addition to the Product undertaken by Customer or any third party; or
- Third-Party Products, other than the interface of the Product with the Third-Party Products; or
- Modified Code;
- any customized deliverables created by Solid specifically for Customer as part of consulting services; or
- any technical issue unrelated to an error
1.3 Customer Responsibilities
- Solid's obligations regarding Support Agreements are subject to the following:
- The Customer agrees to receive Solid communications via email, telephone, and other formats, regarding upgrades, quotes, and other topics relating to Support Agreements (such as communications concerning an error or other technical issue and the availability of new releases). Customer's Support Administrator shall cooperate to enable Solid to deliver the services.
- The Customer is solely responsible for the use of the Product by its end-user personnel and shall properly train its end-user personnel in the use and application of the Product.
- The Customer shall promptly report to Solid all problems with the Product and shall implement any corrective procedures provided by Solid reasonably promptly after receipt.
- The Customer is solely responsible for protecting and backing up the data and information stored on the computers on which the Product is used and should confirm that such data and information is protected and backed up before contacting Solid for Support. Solid is not responsible for lost data or information in the event of Errors or other malfunction of the Software or computers on which the Product is used.
- The Customer may be required to upgrade to the most recent available version of Solid software prior to receiving Support.
2. Services Fees
2.1 Invoicing & Late Payments
- All invoices issued hereunder by Solid are due and payable within thirty (30) days of the date of the invoice. All amounts that are not paid on time by Customer shall be subject to a late charge equal to two percent (2%) per month (26.6% per annum). If payment of any fee is overdue, Solid may also suspend Support Services until such delinquency is corrected.
2.2 Expired Support Agreements
- If Customer has an expired Support Agreement and later wishes to upgrade to a new release of a Product, or start taking advantage of Support, are required to "catch up" by paying Solid prices currently in effect, for the full period from the date that any previous support contract lapsed until 12 months beyond the current date.
- Support will be provided to Customer in accordance with the terms indicated in this document and on Solid's website. Solid has no obligation to provide Support until Solid has received full payment for the Support Agreement(s). Terms, conditions, support features, procedures, pricing and support availability for future periods are subject to change at any time without notice and are available on Solid's website. Customer will be provided Support only for the Product in which the Support Agreement was purchased. Support availability for a particular Product version is subject to change at any time without notice.
- Solid may limit or terminate Support, or may elect not to renew additional Support if Customer uses the service in an irregular, excessive, abusive or fraudulent manner or uses Product(s) with third-party software that is determined at Solid's sole discretion to be incompatible.
- Support coverage is non-transferable and is valid for the Customer only. Resale or transfer of support plans is strictly prohibited.
- Solid is not responsible for any lost or corrupted software or data. Solid strongly recommends that Customer maintain a complete data backup and disaster recovery plan.
- Solid is not responsible for providing the following services under the Solid Support Plan. Support for these services will be charged to the Customer at extra cost.
- Computer system upgrades or recovery from a crashed system
- Support for a 3rd party product, including but not limited to: Microsoft Windows, Microsoft Office products, Intuit QuickBooks, Microsoft Dynamics, SYSPRO, Crystal Reports.
- Training and re-training of staff, except by way of Solid Video Tutorials and Solid Project Management; in general, Solid provides a 10-hour training course via telephone for staff at an extra cost.
- Database repairs; where there are problems are occasioned by Solid's own error, these will be repaired to the best of Solid's abilities without charge.
- Requested program upgrades; specific programming will be charged to the Customer.
- Under no circumstances will Support be refunded in any amount.
5. Limitation of Liability
- Solid does not accept liability beyond the remedies set forth herein, including any liability for products not being available for use or for lost or corrupted data or software or the provision of Support. Solid will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Customer agrees that for any liability related to the purchase of this service, Solid is not liable or responsible for any amount of damages above the aggregate dollar amount paid by Customer for the purchase of Support under this Agreement.
- Solid may suspend performance of Support Services if Customer fails to meet its obligations as set forth under this Agreement. Solid may terminate Support Services if such failure continues for thirty (30) days after Solid's written request to meet these obligations. Solid may terminate the Agreement and all Support Services at any time if (1) it is discovered that Customer is currently in breach of its Software license restrictions, pursuant to Customer's Software license or (2) Customer is in material breach of this Agreement.