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Software Maintenance Agreement

The Company Sharpeware Ltd Peebles EH45 9BG United Kingdom The User [ to be completed ] The Software Software licensed to the The User by The Company. Maintenance Fee [ to be completed ] Current payment Period [ to be completed ] Commencement Date [ to be completed ] TERMS AND CONDITIONS This Agreement is made between The Company and the User, for the provision of software support and maintenance on The Software, for the Maintenance Fee and Current Payment Period from the Commencement Date as defined in the Agreement. 1. Conditions The maintenance service is available only to the extent that: (i) The Software is used in the form in which it was supplied and /or updated and/or upgraded by the Company; (ii) The Software is and has been at all times used in a proper manner and in accordance with the instructions and manuals supplied by the Company; (iii) The Software has not been altered, modified or tampered with by the User without the Company’s consent; (iv) The Maintenance Fee has been paid for the current unexpired period. 2. Maintenance Provided the Maintenance Fee has been paid to the Company to date, the Company undertakes with the User it will for the duration of this agreement: (a) Make available to the User from time to time all new releases of the Software which are logical extensions or modifications of the Software with all major enhancements and changes of the Software being offered at the standard release rates applying. (b) Make all reasonable efforts to provide any necessary updates to the Software resulting from changes in Windows Operating System upgrades or within 90 days of the necessity becoming apparent to the Company. (c) The Company reserves the right to make Software enhancements available solely as new chargeable product where in the Company’s reasonable opinion the existing Software would require a substantial re-write and the Company will offer the new chargeable product to the User, at announced standard price minus the current annual Maintenance Fee paid. (d) Provide advice and guidance on the use of the Software or for problem resolution (viz Section 3 Problem Management) by email access to the Company’s support staff, or by access to a web customer portal. 3. Problem Management (a) The Company will respond to written, email or customer portal created problem reports (where the problem has been caused by an error or defect in the Software) where the User has performed his own problem determination procedures which provide to the Company a description of the detailed circumstances in which the problem occurs, a detailed description of the effects of the problem, providing sample data, system and program messages, and screen, file or history print-outs where appropriate. (b) The Company will make its best endeavours to provide such response within 8 working hours of receipt of a problem report, and to provide a solution or work-around within 10 working days of response. (c) The Company will provide corrections where the problem results from an error in the Software and where a circumvention is not possible. (d) It is the User’s responsibility to make prudent provision for regular system house-keeping and file back-up and to set up reasonable contingency procedures to mitigate the effects of any error or defect. 4. Maintenance Fee The User undertakes with the Company it will pay: (i) The Maintenance Fee annually in advance on the Commencement Date; (ii) VAT where relevant. (iii) The Company reserves the right to vary the Annual Maintenance fee and will give the User 60 days prior written notice of any variation. The User shall have the right at any time during such 60 day period to terminate this Agreement by giving 30 days notice in writing. 5. Term and Termination (1) This agreement will be for an initial period from the Commencement Date and will remain in force from year to year thereafter, subject to section 4 above. (2) If the User breaks any of the terms of this agreement and does not remedy them within 30 days notice in writing given by the Company, or if the User enters into liquidation or has a receiver appointed, the Company will be entitled to terminate the rights granted by this agreement by notice in writing. (3) If the Company breaks any of the terms of the agreement and does not remedy them within 60 days after notice in writing the User will be entitled to terminate the rights granted by this agreement by notice in writing. Save only that a bona fide failure by the Company to provide corrections pursuant to 3(c) above by reason of any event, including but not limited to an event of Force Majeure shall not be deemed a default. 6. Assignment This agreement is personal to the parties hereto and may not be assigned by the User to other parties. 7. Governing Law This agreement shall be governed in all respects by the Law of England. 8. Waiver The failure by either party to require strict performance by the other of any of the provisions of this agreement shall not waive or diminish the rights of that party under this agreement.