Support Policy

This document sets out Squirro’s (“we/us/our”) current policy for the provision of Support Services and Updates for the Squirro Product to Customers (“you/your/yours”) that have purchased such services from us under an Order Form subject to the terms of the Agreement. This policy does not cover support services for Customisations, unless expressly agreed under the terms of an Order Form. We may update this policy from time to time by posting a revised version on this link. Capitalised terms used in this Support Policy but not defined herein, shall have the same meaning as the definitions used in the Agreement.

1. Support Services

1.1. Provided you/the Customer have paid all Fees that are due and payable, Squirro shall supply the Support Services during the Subscription Term in accordance with the terms and conditions of this Support Policy.

1.2. Squirro will provide the Support Services during the Subscription Term as described in this clause 1 and in accordance with the applicable Support Level purchased by you.

1.3. Unless stated otherwise in the relevant Order Form, Squirro shall provide Support Services for issues related to the Squirro Product to your nominated contact persons who are authorised to make Requests and who Squirro will liaise with to resolve Incidents as set out in the Order Form or as otherwise notified by you from time to time (“Support Contact(s)”). Squirro will only provide Support Services after you/the Customer (or the relevant party appointed by you/the Customer) have provided First Line Support and after using commercially reasonable endeavours to provide First Line Support, you are unable to diagnose or resolve issues in the Squirro Product.

1.4. Support Services are provided to you on a Request and Incident only basis as follows:

1.4.1. When you require assistance with the Squirro Product, your Support Contact may submit a Request to Squirro, in English, containing all of the relevant details sufficient to enable Squirro to assess the issue, including your suggested severity level for the Request (P1, P2 or P3) and sufficient detail of the business impact. Squirro will work with you to clarify the details of the issue. If sufficient detail with all relevant information is not provided by you within five (5) working days of submitting a Request, Squirro reserves the right to suspend the processing of the Request and opening of an Incident.

1.4.2. Squirro will process Requests in accordance with the sequence to be determined by Squirro, which is usually in the order in which they are received by the Support Services team and within the Response Times set out under the applicable Support Level purchased by you. In urgent cases or when it is more efficient for technical reasons, the Support Services team may, at its discretion, change the sequence in which Requests are processed, but this will not impact Response Times where Response Times are committed.

1.4.3. Upon receipt of a Request in accordance with clause 1.4.1, Squirro shall, subject to clause 1.4.1, open an Incident and, acting reasonably and in good faith, determine the severity level of such Incident. You will then be notified of the Incident severity level (either P1, P2 or P3) and number, which enables an accurate placement of subsequent queries within the Incident Management System.

1.4.4. Once an Incident has been resolved or a workaround provided and the team has communicated this to you, the Support Services team will close the Incident. Squirro reserves the right to close an Incident after a reasonable period of time of inactivity or no response or communication from you.

1.4.5. Squirro shall keep the serial number of each Incident confidential and shall ensure that the procedure for opening an Incident is carried out quickly and without any unnecessary delays.

2. Support Contacts

2.1. Support Contacts must be suitably skilled and technically trained on the Squirro Product and English speaking.

2.2. Only Support Contacts may contact Squirro with a Request for Support Services by email or by means of the Incident Management System (where accessible by the Support Contacts) and additionally, where you have purchased Gold Support Level, by telephone with details of the problem. Communications shall be in English. Squirro’s contact details to Request Support Services are as follows:

support@squirro.com

2.3. Support Contacts shall receive read-only access to a knowledge database available at https://squirro.atlassian.net/wiki/spaces/KB/overview. This contains various articles and helpful tips, which can be searched for by way of a keyword search, as well as answers to frequently asked questions (FAQs).

3. Your Obligations

3.1. You shall forward to Squirro without delay all information which is necessary for the proper provision of Support Services by Squirro.

3.2. You acknowledge that you/the Customer are exclusively responsible for:

3.2.1. establishing and maintaining the organisation and processes to provide First Line Support, and, where you have agreed to being responsible for such services in the Order Form, Second Line Support;

3.2.2. ensuring that the Authorised Users are trained in the proper use of the Squirro Product;

3.2.3. the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Squirro Product.

3.3. Where you have agreed to provide Second Line Support and your Second Line Support team is unable to resolve a complex issue with the Squirro Product, having used commercially reasonable efforts to do so, it may contact Squirro to request Third Line Support.

3.4. You shall:

3.4.1. co-operate with Squirro in performing the Support Services and provide any assistance or information as may reasonably be required by Squirro, including in relation to the diagnosis of any faults; and

3.4.2. report faults and submit any error messages promptly to Squirro.

4. Updates

4.1. Provided you/the Customer have paid all Fees that are due and payable, Squirro shall supply Updates during the Subscription Term as follows:-

a) in relation to Software as a Service, or Customisations thereof (solely to the extent they are customised by Squirro) Updates shall be automatically applied by Squirro when it deems appropriate. Such Updates may require planned outages. Squirro shall use reasonable endeavours to notify Customer’s designated point of contact at least seven (7) days in advance in the event of a planned outage. Squirro shall use reasonable endeavours to limit the impacts such planned outages may have on Customer by conducting planned outages outside of business hours wherever possible;

b) in relation to Software Licences, or Customisations of Software Licences (solely to the extent they are customised by Squirro), Squirro shall make Updates available to Customer in the form Squirro, in its discretion, determines to be appropriate. Customer is responsible for downloading the Update as soon as reasonably practicable after notification from Squirro of the availability of the Updates. Squirro may obsolete a prior version of a Squirro Product by providing Customers at least nine months’ prior notice following the general availability of an Update. Squirro shall have no obligation to provide or support obsolete versions of the relevant Squirro Product at the end of such notice period. In the case of a version obsolescence the term of the affected Squirro Product subscription will continue unless terminated in accordance with the Agreement.

4.2. Squirro will update the Documentation when necessary in order to reflect any Updates in the most recent version of the Squirro Product.

4.3. Updates are licensed under the same terms as the applicable Squirro Products are licensed to you/the Customer under the Agreement.

4.4. Except as expressly set out in this clause 4, Squirro does not perform any other maintenance services. In particular, Squirro is under no obligation to update, modify or adapt any changes to the Software which have previously been made by you/the Customer, Squirro or a third party at your request. Any such requested changes, modifications or updates constitute Professional Services which may be ordered under the Agreement and will be subject to Professional Services Fees.

5. Service Level

5.1. This service level shall only apply to the Software hosted in the cloud. The Terms and Conditions of the selected Cloud Provider will apply. Squirro shall use commercially reasonable efforts to make the Software as a Service available 24/7, excluding the following:

5.1.1. planned maintenance carried out during the maintenance window of 01.00am to 05.00am in the Squirro Support Location, or such other time period outside of Business Hours as notified in writing to you;

5.1.2. unscheduled maintenance performed outside normal Business Hours, provided that Squirro has used reasonable commercial endeavours to give you at least 6 Business Hours’ notice in advance;

5.1.3. any unavailability caused by an event outside our reasonable control or third-party Internet service provider failures or delays;

5.1.4. service interruptions of less than 30 seconds;

5.1.5. congestion whereby high traffic levels result in service disruption, or caused by you/the Customer exceeding any agreed capacity;

5.1.6. issues with your/the Customer’s local area network, Internet connectivity or software;

5.1.7. if, for any reason, you cannot be reached to correct an availability issue, then time will be frozen until Squirro can make contact with you to begin fixing the availability issue;

5.1.8. issues resulting from problems caused by your/the Customer’s failure to follow agreed procedures, or caused by unauthorised changes to the Software as a Service by you/the Customer; and/or

5.1.9. any material breach by you/the Customer of the terms of the Agreement, the Order Form or this policy.

6. Definitions

6.1. Any capitalised terms used in this policy shall have the meanings set out below:

Agreement: the relevant agreement under which you/the Customer has a Subscription or Licence;

Authorised Users: those employees, agents and independent contractors of yours/the Customer who are authorised to access and use the Squirro Product (Squirro Named Users);

Business Days: Mondays to Fridays except for statutory public holidays in the Squirro Support Location;

Business Hours: 08:00hrs to 18:00hrs on Business Days in the Squirro Support Location;

Customer: the end user of the Squirro Product;

Customisation: bespoke software code developed specifically for you/the Customer to be used with the Squirro Product, any specific configurations to the Squirro Product implemented for you/the Customer, and/or any software extension that adds extra features to the Squirro Product and which is licensed to you/the Customer specifically for use with the Squirro Product;

Documentation: our standard documentation for the Squirro Product is available here: http://go.squirro.com/docs;

Fees: our fees for the Support Services and Maintenance Services as set out in the Agreement or the Order Form (as applicable);

First Line Support: the organisation and processes to provide first line Support Services directly to Authorised Users of the Squirro Product, which includes providing direct responses to such users’ enquiries on the performance, functionality or operation of the Squirro Product and using commercially reasonable endeavours to diagnose and resolve issues related to the Squirro Product;

Hosted Software: the access to and use of the Squirro Products hosted outside Customer’s premises through the Internet, including access to the Squirro Hosting Platform for such Squirro Product, as further described in the Documentation;

Incident: a support case triggered upon the receipt by Squirro of a Request which is logged on the Incident Management System. An Incident may extend over several telephone calls or e-mails;

Incident Management System: the management system used by Squirro for the provision of Support Services on which Requests are logged and through which Squirro manages and tracks Incidents;

Initial Term: the initial term of the Subscription or Licence, as set out the Agreement;

Licence: the relevant term or perpetual licence purchased by you/the Customer for the Software as set out in the Agreement;

Maintenance Release: (i) a New Version or (ii) any release of the Software which provides patches, corrects bugs, errors or faults, or otherwise amends or updates the Software which is not a New Version

Maintenance Services: our maintenance services for the Squirro Product as set out in clause 4 of this policy;

New Version: a new version of the Software (for example when the Software changes from version 4.1 to 4.2);

Order Form: the relevant Order Form agreed between Squirro and you under which the Support Services and Maintenance Services are to be provided;

Priority 1 or P1: a major error within the Squirro Product that severely impacts your/the Customer’s use of the Squirro Product on a Production System, such as the loss of production data or where a Production System is not functioning and no workaround exists;

Priority 2 or P2: an error within the Squirro Product where a Production System is functioning but in a reduced capacity, such as a problem that is causing significant impact to portions of your/the Customer’s business operations;

Priority 3 or P3: a medium-to-low impact error within the Squirro Product that involves partial and/or non-critical loss of functionality of a Production System, such as a problem that impairs some operations but allows your/the Customer’s operations to continue to function;

Production System: a live system using the Squirro Product for normal business operations and where your/the Customer’s data is recorded;

Renewal Term: the relevant renewal period for the Subscription or Licence, as set out in the Agreement;

Request: means a technical enquiry which is notified by you to the Squirro support team via the contact details below;

Response: the initial response by Squirro to an Incident;

Response Time: the time by which Squirro will deliver a Response depending on the Support Level you have purchased;

Second Line Support: the organisation and processes to provide Support Services for issues related to the Squirro Product which cannot be resolved by First Line Support, including using commercially reasonable endeavours to diagnose and resolve basic issues related to the Squirro Product and seek known solutions to more complex issues;

Software: all Squirro software products or modules which you/the Customer are entitled to access and use under the Agreement;

Squirro Product: means the relevant Software which you/the Customer has the right use in accordance with the Agreement;

Squirro Support Location: the location where the Squirro entity you have contracted with is based;

Subscription: the relevant subscription purchased by you/the Customer for access to and use of the Squirro Product as set out in the Agreement;

Support Level: the level of Support Services purchased by you from the options set out in Appendix A, as set out in the Order Form; and

Support Services: our support services for the Squirro Product as set out in clause 1 this policy;

Term: the term of the Subscription or Licence as set out in the Agreement; and

Third Line Support: the organisation and processes to resolve issues with the Squirro Product which cannot be resolved by Second Line Support.

Appendix A

Support Levels

The Support Level which applies to the Support Services purchased by you is as set out in the Order Form. You may upgrade to a higher Support Level during the Term on notice to us and such upgrade shall take effect on the 1st day of the month following your request to upgrade, unless otherwise agreed. You shall pay Squirro the difference in Fees for such upgrade in accordance with our then current price list for the remainder of the then current Initial Term or Renewal Term (calculated on a pro rata basis) from the date the upgrade takes effect. You may downgrade to a lower Support Level only on renewal of the Initial Term or any Renewal Term by giving us no less than ninety (90) days’ notice in writing prior to the end of the then current Initial Term or Renewal Term (as appropriate).

* The Response Time begins with the receipt by Squirro of a logged Request in the Incident Management System.