Does the customer have any obligation under the agreement to keep the charges secret?
If you include this information in the definition of "Provider Confidential Information", then yes (standard and premium documents only).
As regards error-fixing, does the supplier commit to any response times under the support agreement?
A response and resolution time matrix is included with the service level agreement. This classifies each issue into one of four types: critical, serious, moderate and minor. Different response times and target resolution times can be specified in relation to each type of issue.
Can the vendor sub-contract the supply of maintenance services?
The agreement includes an express provision that may either permit or prohibit sub-contracting.
What are the consequences, under the agreement, if the customer does not pay the charges?
A failure to pay will usually be a material breach of contract, and therefore give rise to a right of termination. An optional clause in the agreement allows the supplier to suspend the services in these circumstances, without going so far as to terminate the agreement.
Does the customer get the source code to modifications made under this software support agreement?
The agreement may be adapted so that the customer gets access to the source code.
To what extent can this cover the design and development of new software?
Although there are provisions covering development work, the software maintenance agreement is not suitable for significant development projects, or at least it is not suitable without some serious editing. Under the development services section, which is set out in the service level agreement, the supply of development services can be an obligation for the supplier, or can be conditional upon the further agreement of the supplier in relation to each request for such services.
Is there a cap on the liability of the customer in this template?
There are two different draft liability caps included in the domain name licence.
The first of these limits liability in relation to a particular event. The cap is set at the level of the greater of a specified amount on the one hand, and the total amount paid by the customer to the provider under the agreement during a defined period (eg 12 months) on the other hand.
The second cap limits aggregate liability under the agreement. This cap is set at the level of the greater of a specified amount on the one hand, and the total amount paid under the agreement on the other.
Each of the caps my be drafted to protect the provider, or the customer, or both.
Where one party indemnifies the other, you should specify in the licence agreement whether the indemnity is subject to the cap or outside the cap. A clause is included to help you do this.
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