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Please read the agreement:
We selected VeroSoft Design Inc. (“VSD”) FOR THE ASSET GUARDIAN (TAG) PRODUCT to provide cloud-based products and services.
This Cloud Agreement is to answer our requirements for an efficient, robust and secure Cloud solution.
This Cloud Agreement encompasses three services:
- The TAG Starter Cloud solution
- Support services
- Professional services
Additional services will be covered by separate agreements and/or addendum to this agreement, as required.
All of the services provided by VSD (“Provider”) in this Agreement and described below are collectively referred to as the “Services”,
and the fees and charges for the Services are set out in this Agreement. This Agreement, together with the schedules referenced
and incorporated herein shall form the Agreement for the services (“Agreement”).
PROVIDER INFORMATION (“Provider”)
VeroSoft Design Inc.
4000 Louis B. Mayer,
Laval, QC, H7P 0J1
1-SCOPE OF CLOUD SERVICES
Environment included in the Cloud services:
TAG Starter solution
Microsoft Azure platform as described in addendum
Access and security
Service levels described in Microsoft’s OnlineSvcsConsolidatedSLA(WW) and in WindowsAzure-SecurityPrivacyComplianceapply to Cloud services. Disaster recovery, site recovery and geo-redundancy are not included. For backup vault, threecopies are included.
At the end of the agreement, the customer can elect to continue with the same database under a regular Cloud Agreementand/or can request a backup file of his database.
A. EFFECTIVE DATE AND MINIMUM SERVICE PERIOD
Both parties have determined the effective date of the agreement as being the signature date. The trial 7-day period will commence on the TAG basic training session’s date.
***The agreement is for a period limited to thirty (7) days.****
The Services will commence upon the Services Effective Date. Both parties have determined the effective date as being the signature date of this agreement.
the Customer upon order for any services or software. Invoices are payable by credit card and must be paid in full for an order to
The scope of services may be modified and supplemented, from time to time, by mutual written Agreement of the parties, in order
to accommodate changes to the description of the services, or to accommodate any new projects under this Agreement.
and all prior or other understandings between the parties (either written or oral) are null and void.
It is the Provider’s responsibility to:
- Have every mean in place to ensure coordination and execution of its mandate;
- Make any disposition to ensure the functionality and availability of the service;
- As required, make recommendations regarding the workstations and configurations required to run the application; and
- Upon request, provide a quote estimate of effort and/or costs for all new requests for analysis, design, testing,
documenting and delivering the requested items.
The Customer accepts to:
- Comply with the notification procedures for the failure of the service;
- Comply with all applicable dispositions under this agreement, including local and international laws and regulations;
- Maintain all hardware, servers, client pc’s, data communication and networking equipment installed at Customer’s site. These are under exclusive responsibility of the Customer (purchase, maintenance, security, upgrade, etc.);
- Maintain all hardware or software components to supplier supported versions or as recommended by the Provider;
- Review and approve (or reject) all quotes returned by the Provider; and
- Allocate all internal resources and time at Customer’s expense so to assist the Provider in performing the services, as
federal, state, provincial or local regulation is prohibited. The use of the Cloud services to conspire to commit or support the
commission of illegal activities is forbidden as well. The Customer acknowledges that the Provider and the Customer and each of
their members, general partners, officers and directors could be fined, imprisoned and/or subjected to civil liability for any failure
by Customer to comply with the provisions of this paragraph.
maintaining the connection between the Customer’s servers and the public Internet connection. The Provider has no control of,
and will have no responsibility for, the failure of data to move across to the intended destinations, once delivered to the internet.
party or any of the Customer’s customers, whether prepared by either party or otherwise, coming into either party’s possession as
a result of performing services for the Customer, shall remain the exclusive property of the that party and shall not be removed
from the premises of that party under any circumstances without the prior written consent of that party (except in the ordinary
course of business during active service under this Agreement), and in any event shall be promptly delivered to that party (without
the other party retaining any copies) upon the termination of this Agreement.
that the Provider might cause, as well as any damage from the services offered by the Provider.
1- SCOPE OF SUPPORT SERVICES
support requests. VSD will respond to all requests. It is the Customer’s responsibility to make sure the person sending a
support request is authorized to do so.
taking up to 2 hours to resolve is presumed preapproved by the Customer. A minimum of 0.25 hour per request is
applicable. Support is available from Monday to Friday, from 6h to 20h, excluding public holidays. An emergency support line
is available off hours for critical support requests only. The terms and conditions from Addendum 1 apply to support requests.
- Provide up-to-date contact information, including email addresses and phone numbers.
- Analyze, document, prioritize and execute the activities required in order to resolve the issue or provide an answer.
- Provide all available information and an up-to-date test environment so VSD can reproduce and analyze the scenario or issue. Upon request, VSD’s technical team can create and/or maintain a test environment for the customer, these services are not included in the Advanced Support Plan coverage.
- Provide up-to-date contact information, including email addresses and phone numbers.
- Provide free access to the solution.
- Provide any necessary assistance to support VSD with the resolution of the issue.
All services to be provided by VSD (“Services”) are described in this agreement. Any modification will be subjected to a written agreement (addendum) that will be approved by both parties.
2 – SERVICES: RATES, TERMS AND CONDITIONS
The rates, terms and conditions described in addendum apply to the services.
- The other party has overdue invoices to its account and has not emitted a payment for the overdue amounts thirty days after a notice has been sent by the invoicing party; or
- The other party does not remedy to a material violation of the agreement fifteen days after receiving a written notice advising it of the violation.
- Information that is currently public or that will become public following the approval of this agreement.
- Information legally received by a party from a third-party, without restriction on its disclosure and without such third-party breaching a non-disclosure obligation.
- Information that was in the possession or knowledge of a party before they received confidential information from the other party.
- Information developed by a party in an independent manner, without accessing or using confidential information from the other party.
- This agreement constitutes the entire agreement between the parties, in respect to the subject matter hereof. No document can imply other obligations unless a written amendment is signed by both parties.
- Neither party can use the other party’s name, trademark or logo in its commercial marketing documents, press releases or any other material without obtaining the other party’s approval.
- The Customer cannot transfer the agreement or any of the rights herein without the written consent of the Provider, which can be refused.
- The rights and obligations of the parties will remain in effect after the termination of this agreement.
- Any notice required by or related to this agreement will be in written for and will be directly delivered to the parties or send by prepaid registered mail at the address indicated herein or by email with delivery receipt.
- Neither party shall be liable to damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by a “Force Majeure” event. When a force majeure event occurs, the claiming party must notify the other party immediately via any means available, followed by an official notification and the expected duration of the situation, and a similar notice should be issued upon its resolution. If this procedure is followed, there would be no penalty or liability to either party. A “Force Majeure” is any event that is insurmountable, unpredictable and irresistible, that prohibits the execution of the present agreement.
- This agreement shall be governed by and construed in accordance with Quebec law.
- Les parties ont toutes deux exigé que cette entente soit rédigée en anglais. Both parties requested that this agreement be written in English.
7- ADDENDUM 1: Terms and conditions
The following rates, terms and conditions apply to services delivered by VSD:
Terms and conditions:
- All amounts are estimates for budgetary purposes (ie. totals will very based on the number of users and/or other components).
- All amounts are in US dollars.
- Please contact your account manager if onsite services are required. Specific terms and conditions apply.
The following rates apply to VSD services. Any change will be documented in an additional addendum to this agreement.
|Support Level||Hourly Rate|
|Professional services||175,00 $|
- One-time remote deployment of a TAG database with standard demonstration data. The customer will have access to the database for a period of seven (7) days.