These terms and conditions apply to the WikiRing Annual Support product. Read these terms and conditions carefully. To purchase this support product, contact us via support@wikiring.com to determine the supported software you require. We will then send you a customised version of this contract to sign and return to us.
After receipt, your Primary WikiRing Support contact will send your customer identifier, payment details and any other required information.
YOUR SIGNATURE AND SUBMISSION OF THAT DOCUMENT IS AN ACCEPTANCE BY YOU OF THESE TERMS AND CONDITIONS.
ACTIVATION OF CERTIFICATE
WikiRing must receive this signed document before you can obtain Support services from WikiRing. The date WikiRing receives the Document is the Commencement Date.
SUPPORT AGREEMENT
WikiRing Client Support
This agreement ("Agreement") governs the rights, privileges and responsibilities of WikiRing to provide the client ("Client") with incident ("Incident") support services, and may be revised or replaced at the sole discretion of WikiRing subject to the terms of Notification under this Agreement.
WikiRing Client Support Certificate ('Certificate')
This Certificate entitles the Client to obtain technical support ("Support") from WikiRing through the support@wikiring.com email interface. Support means answers to questions, guidance, code samples and other assistance as determined by WikiRing. Support excludes configuration of hardware and networking services; database architecture; consulting services; general solution provider related services; and general computer system maintenance. Client will be responsible for performing operations on Client's computer system, and WikiRing shall have no responsibility to perform operations on Client's computer system.
Client agrees to provide to WikiRing all information reasonably requested by WikiRing to enable the provision of Support. Such information may include, but not be limited to, the type of hardware Client are using, configuration files, code and data from the system requireing Support, detailed description of the problem for which Client seek Support, and additional software Client are using that falls outside the Subject Matter Scope of Coverage. Client understands and agrees that the completeness and accuracy of the information Client provides to WikiRing pursuant to this Section may affect WikiRing's ability to provide Support.
Supported Software
The following software is considered to be covered by this Certificate:
TWiki
Mediawiki
Confluence
Scope of Coverage
WikiRing will provide technical advice regarding the configuration, use and maintenance of the Supported Software.
Client understands and agrees that some Wiki software may not function with certain operating systems and software. Such software is unsupported software. WikiRing shall have no obligation to provide Support for any system that is, or that includes, unsupported software. Supported operating systems and software are identified in the official releases of the Supported Software.
While this Client Support Agreement only covers support via email, telephone and onsite support may be negotiated additionally with the Primary WikiRing Support Contact.
Availability of Coverage
Client is entitled to seek Support 24 hours per day, 7 days per week throughout the term of this Certificate.
Who may seek Support
Client may designate any 3 people as authorized personnel ("Contact") of the Client entitled to contact WikiRing seeking Support under this Certificate. Client is responsible for all persons who seek Support pursuant to the Certificate. WikiRing shall have no responsibility for any unauthorized use of Support pursuant to the Certificate. Client may purchase the option for additional Contacts at 50% of the support contract cost per Contact.
Response Times
WikiRing shall respond to requests for Support as soon as possible within 2 working days of the request arriving in the support@wikiring.com email inbox.
A response to a request for Support may consist of receipt of and acknowledgment by WikiRing of Client's request for Support, and may/may not include answers to Client's request for Support.
Term and Termination
The term ("Term") of this Agreement is 12 months, commencing on the date of this Agreement. While in force, this Agreement will be automatically renewed for additional 12 month Terms subject to payment of the renewal invoice(s).
WikiRing may terminate this Certificate in the event that Client commits a material breach of this Agreement and fails to remedy that breach within 15 days of receipt of notice of material breach, or as otherwise provided in this Agreement.
Hours
This Certificate entitles Client to seek Support for up to 35 hours ("Hours") during each Term of this Agreement, regardless of whether all Hours were used or not used in each previous Terms.
Support Incidents are accounted in increments of 15 minutes, and a current used Total is available on request.
Payment
Annual payment of US$2800 is due within 30 days of Invoice date. In the event that this Agreement is suspended or terminated, WikiRing work performed on Incidents will be charged and invoiced separately at a rate of US$200 per hour.
Amounts unpaid by Client within fifteen (15) days after payment is due shall be subject to a late fee of the lesser of two percent (2%) per month or the highest rate permitted by law, calculated in advance on the overdue amount and compounded monthly.
Any and all payments made by Client pursuant to this Agreement shall be non-refundable. There shall be no refunds or credits for any unused Incidents, or other unused services upon the termination of this Agreement for any reason or at any other time. In the event that Client fails to make payment to WikiRing pursuant to this Agreement, WikiRing's obligations to provide Support shall be suspended until WikiRing receives full payment from Client for all fees, including late fees and interest.
Notification
Any and all notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been effected by personal delivery, by bonded commercial courier, or by mail, registered or certified, all shipping costs prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed and couriered notices shall be deemed received as of three (3) business days after the date of mailing.
Either party may change its notice address by giving the other Party notice of such new address in accordance with the requirements of this paragraph.
Confidentiality
WikiRing has a professional obligation to ensure there is no unauthorized disclosure to third parties of, or commercial advantage gained from, the Client's confidential information we are exposed to in the course of the Support work.
All materials, including but not limited to howtos, recommendations, and software examples, shall remain the property of WikiRing, with a non-transferable license for usage by the Client.
Jurisdiction and dispute resolution
In the event of a dispute, this agreement shall be interpreted in accordance with the laws of England.
No transfer
Any re-use, transfer, assignment or distribution of the Certificate without the prior written permission of WikiRing is prohibited and shall render the Certificate null and void. Any attempt to transfer, assign or re-use the Certificate in violation of this section shall be a violation of this Agreement and shall immediately terminate this Agreement and all Client's rights under it.
No Guarantee
Client understands and agrees that no software is perfect or bug-free, and that despite WikiRing's commercially reasonable efforts, WikiRing may be unable to resolve Incidents or otherwise provide the Support Client seeks. Incidents may include problems related to supported software or capabilities, data recovery, database restoration, system and application configuration or other support activities. WikiRing makes no promises, guarantees or assurances of any kind that it will be able to provide the Support Client seeks.
No Warranty
THE SUPPORT, OTHER SERVICES, INFORMATION, AND SOFTWARE PROVIDED TO YOU BY WIKIRING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
NEITHER YOU NOR WIKIRING SHALL BE IN BREACH OF THIS AGREEMENT DUE TO ANY FAILURE OF PERFORMANCE THAT ARISES OUT OF CAUSES BEYOND ITS REASONABLE CONTROL. WIKIRING'S LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY YOU PURSUANT TO THIS AGREEMENT, OR $1,000, WHICHEVER IS LESS. WIKIRING SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA IN CONNECTION WITH THIS AGREEMENT, EVEN IF WIKIRING HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WIKIRING WILL NOT BE LIABLE TO YOU ON ACCOUNT OF ERRORS, OMISSIONS, DELAYS OR LOSSES UNLESS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
This Agreement constitutes the entire understanding of the parties with respect to this Client Support Certificate. This Agreement supersedes and terminates all prior representations, warranties and agreements, written or oral, regarding the subject matter of this Agreement.
The Customer hereby wishes to purchase this support contract from WikiRing and accepts all terms and conditions stated above.
For updates to the WikiRing support contracts, please see http://www.wikiring.com or mail partners@wikiring.com