Service Maintenace Contract
Software Maintenance Agreement for the Finance Management Software “CLX.Office Wings Web”
1 Subject of the Agreement
The purpose of the Software Maintenance Agreement (hereinafter = the Agreement) is to comply with the continuing technical and functional requirements, primarily regarding the various interfaces and format changes at financial institutions. In the long-term this also facilitates a smooth and successful operation of the software because the delivery of the most up-to-date service pack—and thus the most recent market-relevant changes—is always available to you.
In this Agreement, the Parties agree on the services to be provided for software maintenance for CLX.Office Wings Web, as licensed. For the first year, the maintenance of the software is included in the purchase price; that is to say that the software can only be purchased together with one year’s software maintenance. When purchasing the software, the customer also accepts the conditions of the present Agreement.
2 Services Provided by CREALOGIX
The following services are included in the flat-rate fee to be paid pursuant to § 5:
a) Providing the Company with regular information about amendments and new findings that might affect the successful operation of CLX.Office Wings Web;
b) Delivery of the most up-to-date releases and service packs for CLX.Office Wings Web on the .Net / C# platform (essential functional enhancements are not included in this);
c) Provision of the most up-to-date collection of communication modules of banks and PostFinance that is available with CLX.Office Wings Web;
d) Delivery of the program files via online update, as a download or as a CD.
3 Prerequisites on the part of the Company
The prerequisites for the provision of the services pursuant to § 2 are:
Fully-functional hardware that is scaled according to performance requirements; properly installed Windows operating system that is still supported by Microsoft; where available, the up-to-date service packs for the Windows operating system must be installed. For network installations there must be a properly functioning network and the necessary access rights must be made available.
4 Additional Services
CREALOGIX can, in return for a separate fee and after having been instructed accordingly by the Company, provide additional services in connection with CLX.Office Wings Web. These are in particular: diagnosing problems caused by third party components and advising on how to solve these problems; comprehensive training of the employees of the Company; installing additional communication devices. CREALOGIX’s relevant rates for services and travel expenses shall apply. We recommend that you look into entering into a Full Service Agreement.
5 Costs and Payment Conditions
- The annual flat-rate fee for the services under § 2 is 16% of the respective current licence price plus VAT. For the first year the fee shall form part of the purchase price, thereafter it shall be payable on an annual basis unless the Agreement is terminated in due time.
- The fee shall in each case be invoiced by CREALOGIX at the beginning of the contractual year.
- All invoices must be paid within 30 days of the invoice date, without deduction.
6 Term of the Agreement
The Agreement shall enter into force upon delivery of the software. The Agreement shall be entered into for an indefinite period. Either side may terminate it by providing at least three months’ notice, upon which it will expire at the end of the respective contractual year.
7 Duty of Confidentiality and Loyalty
CREALOGIX and/or its employees undertake to keep confidential all data of the Company of which they become aware in connection with this Agreement within the meaning of Art. 47 of the Swiss Banking Act, professional secrecy pursuant to Art. 35 of the Swiss Data Protection Act, the prohibition against insider trading pursuant to Art. 161 of the Swiss Criminal Code [StGB], trade secrets pursuant to Art. 162 of the Swiss Criminal Code and the prohibition against industrial espionage pursuant to Art. 273 of the Swiss Criminal Code. In particular, no data may be published, copied, made available to third parties, or used for a purpose other than that originally envisaged without the Company’s consent. The obligation pursuant to Item 1 shall also apply to third parties that come into contact with the Company at the request and on behalf of CREALOGIX.
8 Final Provisions
8.1 Written Form
All Annexes and any subsequent amendment agreements must be made in writing and must reference the relevant agreement; they must be signed by both parties to the Agreement in a legally valid manner.
8.2 Binding Nature of the Agreement
This Agreement and its Annexes shall be binding in relation to the regulation of the relations between the Parties vis-à-vis the subject of the Agreement. They shall take precedence over any statements made during the contractual negotiations or any differing provisions that might have arisen in the correspondence that was conducted about the conclusion of the Agreement.
8.3 Partial Invalidity
Should parts of this Agreement or an Annex be null and void or become invalid, this shall not affect the validity of the remainder of the Agreement. Should this situation arise, the parties to the Agreement will then interpret and draft the Agreement in such a way that the intended purpose of the null and void or invalid parts is achieved as nearly as possible.
8.4 Assignment of the Agreement
Furthermore, this Agreement or individual rights and obligations hereunder may only be assigned to third parties once the prior written consent of the other party to the Agreement has been obtained.
8.5 Applicable Law and Jurisdiction
This Agreement shall be governed by Swiss law. The Commercial Court of Zurich has been agreed upon as the exclusive place of jurisdiction.