FUELPLUS SUPPORT SERVICES TERMS AND CONDITIONS

Subject to your procurement of Support Services (as defined herein), these Support Services terms and conditions (the “Support Terms”) shall govern FuelPlus’ (herein referred to as “FuelPlus”, “we”, “us”, “our”) provision of Support Services to Customer (“you”, “your”) pursuant to the level of Support Services that you have procured or are otherwise entitled to. These Support Terms become binding when you agree to receive Support Services from FuelPlus. 

 

1. DEFINITIONS. 

In these Support Terms, capitalized terms not defined herein shall have the definition given such term in the Agreement: 

“Agreement” means the applicable agreement(s) that provide you with access to the Service. 

“Alternative Solution” means a solution or correction to an incident that allows the Service to function substantially in accordance with the User Guides. 

“Authorized Contacts” means your named employees or authorized agents who: (i) have sufficient technical expertise, training and/or experience with the Service to perform your obligations under these Support Terms; (ii) are responsible for all communications with us regarding these Support Terms, including case submission and Incident reports; and (iii) who are authorized by you to request and receive Support Services for the Service on your behalf. 

“Business Days” are Monday to Friday during Normal Support Hours, excluding our company holidays. 

“Enhancement Request” means a request by you to add functionality or enhance performance beyond the specifications of the Service and are not included as part of Support Services. 

“First Level Support” means any support relating to calls from your customers, end users or affiliates or general resolution of user errors, network errors, provisioning errors or Internet delays or malfunctions. 

“Incident” means a single support question or reproducible failure of the Service to substantially conform to the functions and/or specifications as described in User Guides and reported by an Authorized Contact. 

“Normal Support Hours” are 8:00 a.m. to 6:00 p.m. on Business Days in the time zone of the address for your headquarters listed on the Agreement. 

“Response Time” means the targeted time period within which we will use commercially reasonable efforts to contact you to acknowledge receipt of an Incident report and to engage an appropriately skilled support resource, commencing from the time that we receive all required information as specified in Section 4.2. Response Times are measured during Normal Support Hours. 

Severity Level” means the Severity Levels 1-4 as defined below: 

“Severity Level 1 (Critical)” means an Incident where your production use of the Service is stopped or so severely impacted that you cannot reasonably continue business operations. It may result in a material and immediate interruption of your business operation that will cause a loss of your data and/or restrict availability to such data and/or cause significant financial impact. 

Severity Level 2 (High)” means an Incident where one or more important functions of the Service are unavailable with no acceptable Alternative Solution. Your implementation or production use of the Service is continuing but not stopped; however, there is a serious impact on your business operations. 

Severity Level 3 (Medium)” means an Incident where: (a) important Service features are unavailable but an Alternative Solution is available, or (b) less significant Service features are unavailable with no reasonable Alternative Solution. You experience a minor loss of business operation functionality and/or an impact on implementation resources. 

Severity Level 4 (Low)” means an Incident that has a minimal impact on business operations or basic functionality of the Service. 

“FuelPlus Customer Portal” is the online support portal that is accessible 24×7. 

“Support Services” means the English language support services for the Service provided by us under the terms set forth herein, but do not include First Level Support or Enhancement Requests. Support Service levels include Silver, Gold and Platinum. Your level of Support Services shall be determined by the level of Support Services that you have procured or are otherwise entitled to.  

“Silver Support” is our basic Support Services described herein. 

“Gold Support” means our second highest level of Support Services. In addition to the basic Support Services described herein, if you are entitled to Gold Support, the Normal Support Hours for Severity 1 and Severity 2 issues will be expanded to 24×7 coverage. 

“Platinum Support” means our highest level of Support Services. In addition to the basic Support Service terms described herein, if you are entitled to Platinum Support, you will have access to a Platinum team customer support representative who may access the Service through your account for Support Service resolution issues only. To obtain Platinum Support, you must provide prior authorization for such access and shall assign a user login to our designated representative for such purposes. Such assigned login will not be counted against your User subscriptions allowed to access the Service under the Agreement. In addition, Platinum Support expands the Normal Support Hours for all Severity Levels to 24×7 coverage. 

“Test Case” means your instructions that allow us to reproduce an Incident.

 

2. SCOPE OF THE SUPPORT TERMS. 

2.1. Subject to the terms contained herein, we shall address all Incidents which may arise from your use of the Service in accordance with Sections 4 and 5 below.

2.2. We shall not have any obligation to provide Support Services with respect to any: (a) adaptations, configurations or modifications of the Service made by you or any third party; (b) First Level Support, which shall be provided by you; (c) Enhancement Requests; or (d) any items excluded pursuant to Section 5. 

2.3. We may offer Professional Services to help resolve issues that fall outside the scope of the Support Services. Any Professional Services shall be provided under a separate agreement and shall be subject to the Agreement or our then-current consulting fees and terms.

 

3. TERM AND TERMINATION 

Subject to the terms set forth herein, and unless otherwise provided in the applicable Estimate/Order Form or Agreement, the initial term for Support Services will commence on the Effective Date and shall continue for a period of one (1) year. In the event that you have not delivered an Estimate/Order Form to us regarding the upcoming renewal term prior to the expiration of the then current term, the term shall be automatically extended for successive renewal terms of one (1) year each unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration. Fees for the Support Services on all subsequent Estimate/Order Forms and renewals shall be set at then our current pricing, unless otherwise agreed to by the parties. 

For the duration of the initial term and any elected renewal term(s) described in this Section 3, you shall purchase and maintain the same level of Support Services for all users of the Service (including without limitation any incremental licenses subsequently purchased by you). For clarity, you may not elect to purchase or renew Support Services for just a portion of your Service or of your users who can access the Service. 

In addition to any other rights or remedies we may have under these Support Terms or the Agreement, if you are more than thirty (30) days delinquent in any payment obligation, then we may, upon written notice to you, immediately suspend performance of the obligations set forth in these Support Terms until such delinquency is remedied. Either party may terminate these Support Terms if the other party breaches a material term of these Support Terms and such breach is not cured within thirty (30) days after written notice thereof from the terminating party. We shall refund the pro rata portion of fees paid by you for Support Services provided pursuant to these Support Terms for the terminated portion of the term. Notwithstanding anything to the contrary herein or in the applicable Agreement, these Support Terms shall terminate upon expiration or termination of the Agreement or expiration or termination of your license to access Service. 

 

4. INCIDENT REPORTING AND RESPONSE TIMES. 

4.1 Authorized Contacts. All reports of Incidents must be made to us by the Authorized Contact(s). The primary method for you to report an Incident is via our Customer Portal. The foregoing notwithstanding, when procuring Gold  Support Services you may notify us of Incidents via email or telephone (if your access to our Customer Portal is unavailable). You may substitute Authorized Contact(s) from time to time by giving us prior written notice, including the relevant contact information for any new Authorized Contact. 

4.2 Required Information. All Incident reports must, if applicable, include the following: 

(a) Your identification number which we shall provide to you soon after the Effective Date of these Support Terms.
(b) A reproducible Test Case that demonstrates the specific usage that causes the Incident being reported.
(c) Exact wording of all related error messages.
(d) A full description of the Incident and expected results.
(e) Any special circumstances surrounding the discovery of the Incident. 

We may share such information and other information about Incidents with our contractors, vendors and/or third party application providers to support our provision of the Support Services described herein. 

4.3 Severity Levels. We will work with you and will assign the appropriate severity level to all Incidents according to the Severity Level definitions. Severity Levels are assigned to allow prioritization of incoming Incidents. We may reclassify Incidents based on the current impact on the Service and business operations as described in the Severity Level definitions. In the event we determine that an Incident is in fact an Enhancement Request, it shall not be addressed under these Support Terms. 

4.4 FuelPlus’ Obligations. We will make available Support Services access during Normal Support Hours for you to report Incidents and receive assistance. On receipt of an Incident report, we shall establish whether there is an Incident for which you are entitled to Support Services under these Support Terms and, if so, shall: 

(a) Confirm receipt of the Incident report and notify you of the Incident case number that both parties must then use in any communications about the Incident.
(b) Work with you to set a severity level for the Incident based on the criteria set forth herein.
(c) Analyze the Incident and verify the existence of the problem.
(d) Give you direction and assistance in resolving the Incident pursuant to the terms described herein. 

4.5 Response Time Goals. 

  Severity 1  Severity 2  Severity 3  Severity 4 
Response Time  1 hour  2 hours  8 hours  2 Business Days 

 

4.6 Customer’s Obligations. Our obligation to provide Support Services under these Support Terms are conditioned upon you: (a) paying all applicable fees for Support Services prior to the date the Incident is reported; (b) having valid access to the Service; (c) providing us with all reasonable assistance and providing us with data, information and materials as that are reasonably necessary; (d) procuring, installing and maintaining all equipment, telephone lines, communication interfaces and other hardware and software necessary to access the Service; (e) providing all First Level Support; (f) providing appropriate contact information for all Authorized Contacts(s); (g) utilizing our Customer Portal. 

 

5. EXCLUSIONS FROM SUPPORT SERVICES. 

We will not be required to correct any Incident caused by (i) integration of any feature, program or device to the Service or any part thereof; (ii) any non-conformance caused by unauthorized misuse, alteration, modification or enhancement of the Service; or (iii) use of the Service that is not in compliance with the Agreement. 

 

6. WARRANTY. 

WE WARRANT ONLY TO YOU THAT SUPPORT SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. OTHER THAN AS EXPRESSLY STATED HEREIN, SUPPORT SERVICES ARE PROVIDED “AS IS.” WE MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. IN THE EVENT OF A BREACH OF THIS WARRANTY YOUR SOLE REMEDY SHALL BE TO HAVE THE SERVICES REPERFORMED. IN NO EVENT SHALL FUELPLUS BE LIABLE, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THE SUPPORT SERVICES EVEN IF FUELPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU HEREBY RELEASE FUELPLUS FROM ANY LIABILITY FOR ALL SUCH LOSSES AND DAMAGES. 

 

7. GENERAL. 

Complete Agreement. These Support Terms are hereby incorporated by reference into the Agreement and represent the complete agreement between us and you regarding Support Services and supersedes any prior or contemporaneous agreements or communications or understandings, written or oral, relating to Support Services. These Support Terms will not be modified except by a properly executed written amendment between the parties. Any terms and conditions of any purchase order or other instrument issued by you in connection with these Support Terms that are in addition to, inconsistent with or different from the terms and conditions of these Support Terms will be of no force or effect. 

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