Product Overview: Insight Subscription
Cyncly Agreement Document
1. FUNCTIONAL OVERVIEW
1.1 The Product can be used as a comprehensive end-to-end enterprise manufacturing solution for furniture and cabinet makers, from bid and order entry to final installation, with a seamless flow of information forms and incorporating a workflow modelling tool and automation engine.
1.2 The Product is sold in 3 Editions. Each edition is comprised with a core Edition of Functionality and then configured with optional modules for each, as specified in the Order form.
1.3 The Product Edition options are:
1.3.1 Work Group (a la Carte):
1.3.1.1 limited to a maximum of 15 concurrent Insight Full-Use and Order Entry Client Access Licenses.
1.3.1.2 Best suited to small to medium sized manufacturers.
1.3.1.3 Single server license for single location and single database instance.
1.3.2 Mid-market:
1.3.2.1 limited to a maximum of 45 concurrent Insight Full-Use and Order Entry Client Access Licenses.
1.3.2.2 Best suited for mid-size manufacturers.
1.3.2.3 Single server license and single database instance.
1.3.2.4 Allows configuration for up to 3 plants with additional multi-site extension module as specified in the Order Form.
1.3.3 Enterprise:
1.3.3.1 Scope for an unlimited number of users.
1.3.3.2 Best Suited for Enterprise Manufacturers.
1.3.3.3 Single server license and single database instance.
1.3.3.4 Enterprise Edition also has 4 optional multisite Tier extensions, as specified In the Order form.
1.3.3.5 Allows configuration for multiple server licenses and multiple database instances with additional extension modules, as specified in the Order Form.
1.4 Modules and Additional Modules:
1.4.1 Core Modules included in the chosen edition is specified in the Order Form.
1.4.2 Additional Modules purchased is specified in the Order Form.
2. MARKET AND GEOGRAPHIC REGION
The Product is for the KB&F (Manufacture) market and is sold worldwide.
3. CONTRACT TYPE
Subscription.
4. TERM
An initial Term of 36 months. The Term (and contract) may be terminated by either party giving the other not less than 12 months’ written notice.
5. ACCESS RIGHTS
The use of the Product is limited by reference to the following Access Rights (as set out in the Order):
5.1 Edition:
5.1.1 The Product is sold in 3 Editions, with different Modules, Optional Modules, and Optional Features being available within each Edition.
5.1.2 The Editions are:
5.1.2.1 Work Group (a la Carte): with scope for up to 15 users.
5.1.2.2 Mid-Market: with scope for up to 45 manufacturing users.
5.1.2.3 Enterprise: with scope for an unlimited number of users.
5.2 Site:
Multisite extension is available as set out in the Order Form.
5.3 Module/Optional Module/Optional Features:
The Customer's use is limited to the Modules, listed in the Order Form.
5.4 Servers and database:
The Product is limited to installation as one instance of the software operating with one database.
5.5 Client licences:
The Customer will require client licences in order to use the Modules. A description of the various forms of client licence is specified in the Order Form.
5.6 Licence key:
The Supplier will issue a licence key which enables the Customer to use the Product subject to agreed Access Rights.
5.7 Disaster recovery:
The Customer will need to purchase an additional licence key to install the Insight software on IT infrastructure to be used for disaster recovery.
6. ARCHITECTURE
6.1 The Product is designed to operate in combination with Microsoft software (Microsoft Server, Microsoft SQL Server, Active Directory, Windows), with elements of the Insight software running on servers, and other elements of the software running on end user devices. The details of what is required are set out below in the section 'Prerequisites for using the Product'.
6.2 The Product is installed on servers and end user devices under the management and control of the Customer.
6.3 The Customer's responsibilities include:
6.3.1 Managing the IT infrastructure needed to run the Insight software (network connectivity, servers, storage, end user devices).
6.3.2 Making sure it has the right number and type of licences from Microsoft.
6.3.3 Backing up data & testing of back ups.
6.3.4 Information security.
6.3.5 Producing and testing a disaster recovery plan.
6.3.6 Installing Updates and Upgrades of the Insight software.
7. SECURITY MANAGEMENT PLAN
Not applicable, as the responsibility for information security rests with the Customer.
8. PREREQUISITES (FOR USING THE PRODUCT)
The Pre-Requisites for using the product can be found at https://www.2020spaces.com/support/install/.
9. SUPPORTED VERSION
9.1 The Product is installed by the Customer on its local servers/infrastructure, so it is the Customer who decides when the Update or Upgrade is to be installed.
9.2 This may result in the Customer using a Version of the Product which is not covered by Maintenance & Support – the Supplier will only provide Maintenance & Support in respect of the current Version of the Product (N), or the previous Version (N-1).
10. SUPPORT SERVICES AND SERVICE LEVEL COMMITMENT
10.1 For Customers based in North America: In this Attachment, “Supported Business Hours” means from Monday through Friday from 08:00 am to 05:00 pm EST, excluding any day which is a nationally observed holiday in U.S.A. or Canada (“Business Days”); Supplier shall provide online or telephone assistance to Customer with respect to initial error diagnosis and support regarding the use and functionality of the Product.
10.2 For Customers outside of North America: In this Attachment, “Supported Business Hours” means from Monday through Friday from 09:00 am to 06:00 pm CET, excluding any day which is a nationally observed holiday in UK (“Business Days”); Supplier shall provide online or telephone assistance to Customer with respect to initial error diagnosis and support regarding the use and functionality of the Product.
10.3 The different “Severity Levels” are defined as follows:
10.3.1 Severity 1:
10.3.1.1 Severity 1 is only applicable to Live environments.
10.3.1.2 A true production downtime situation, where a major production area is down (e.g. In response or Shopfloor clients down).
10.3.1.3 A major function is unavailable in a likely sequence (crash, data loss, data corruption, system unavailable).
10.3.1.4 A vulnerability which could result in a catastrophic adverse effect.
10.3.1.5 An issue which could result in significant financial loss.
10.3.2 Severity 2:
10.3.2.1 A major function is unavailable in an un-likely sequence.
10.3.2.2 A minor function is unavailable, and no work around exist.
10.3.2.3 A vulnerability which could result in a serious adverse effect.
10.3.3 Severity 3:
10.3.3.1 A minor function is unavailable, but a work around exist.
10.3.3.2 A vulnerability which could result in a limited adverse effect.
10.3.4 Severity 4:
Defect is an inconvenience to users (e.g. cosmetic, spelling, layout, …)
10.4 SERVICE LEVELS
10.4.1 For a “Severity Level 1 Problem” Supplier will initiate commercially reasonable efforts to replicate and verify the reported problem within four hours of receiving the problem report and engage software developers as required to diligently provide to Customer with a temporary fix or work-around and a final fix in the next succeeding New Release after the fix or work-around has been developed.
10.4.2 For a “Severity Level 2 Problem” Supplier will initiate commercially reasonable efforts to replicate and verify the reported problem within 24 hours of receipt of the problem report and engage software developers as required to diligently provide Customer with a temporary fix or work-around and a final fix in the next succeeding New Release after the fix or work-around has been developed.
10.4.3 For a “Severity Level 3 Problem” Supplier will begin work to replicate and verify the reported problem as soon as practical and engage software developers as required to provide Customer with a fix or work-around and a final fix in the next succeeding New Release after the fix or work-around has been developed.
10.4.4 For a “Severity Level 4 Problem”, as soon as practical, Supplier will begin work to replicate and verify the reported problem or, as the case may be, will review requests for new features and enhancement. Supplier reserves its exclusive right to determine which new features and/or enhancement will be included in future New Releases. This severity level also includes answers to non-time-sensitive questions impacting performance. Supplier will diligently provide Customer with answers.
10.4.5 Supplier customer support staff shall jointly determine, acting reasonably, the Severity Level of an event, problem, fault or condition.
11. INSIGHT PROFESSIONAL SERVICES
11.1 Professional Services vary considerably in their nature, and may include but are not limited to implementation of a Product, testing and end user training in respect of a Product, integration of a Product with third party systems and services, and project management.
11.2 Professional Services are purchased using an Order and the details are agreed in a SOW, which is incorporated into the Order Form. Professional Services are subject to the Conditions (available via: www.cyncly.com/terms-and-conditions/) and this clause 11.
11.3 The Supplier shall perform the Professional Services using all reasonable skill and care.
11.4 The Customer shall:
11.4.1 Provide the resources required.
11.4.2 Provide the Supplier with reasonable office accommodation and facilities (including access to relevant systems and network connectivity) as are reasonably required by the Supplier to perform any Professional Services.
11.5 The One Off Fees for the Professional Services will be calculated on a time and materials basis.
11.6 One Off Fees do not include Expenses, and the Supplier is entitled to claim Expenses and invoice them, in addition.
11.7 Where the One Off Fees are a fixed price, the Customer has no right to receive a detailed breakdown of the time worked by the Supplier’s resources.
11.8 Where the One Off Fees are calculated on a time and materials basis:
11.8.1 They are based on a Rate Card multiplied by the number of hours or Days to be worked;
11.8.2 The relevant Rate Card will be agreed in the SOW and/or the Order.
11.8.3 The Rate Card is based on a Day (rather than an hourly rate), a Day is defined as a period of 8 hours worked on a normal business day during normal working hours, based on local law and practice.
11.8.4 The Supplier is entitled to charge for overtime and/or out of hours working, and to apply a multiplier against the hourly or daily rate for particular staff roles shown in the Rate Card.
11.9 The SOW may explain further how the One Off Fees are calculated.
11.10 The Supplier has the right to change any Rate Card at any time. Where a Rate Card is changed, the change shall not apply to any Order and One Off Fees relating to that Order.