"VersaDev" means VersaDev Pty Ltd ABN 53 087 184 807, a company incorporated in
Australia, or a designated VersaDev Representative.
"Customer" means the company identified in Part 19.
"Covered Software" means the software product(s) identified in Appendix 1.
"EULA" means End User License Agreement.
"Key User(s)" means the in-house / onsite software administrator who is responsible for the day
to day running of the software who is an employee of the customer. This role assumes the Key
User has received administrator training and been accredited in the usage of the software.
"Infrastructure" means Hardware, network availability, 3rd party software (such as Exchange,
"ASS &UI" means Annual Software Support & Upgrade Insurance.
"Software User" means a user of the Covered Software within the Customer's business.
"Core Software" means the main application of the Covered Software and excludes customised
modules and customer modifications.
"Hosted" means when the VersaDev Core Application (versaSRS) that resides on a server that is external to the
Customer's internal network.
The Customer has requested to take part in the ongoing ASS&UI provided by
VersaDev. This agreement is only binding when signed by the parties to the
agreement. This agreement must be read in conjunction with the provided EULA
Each party agrees that any company associated data and any and all materials,
documentation and information pertaining to this ASS&UI Agreement is confidential. The
party receiving or accessing confidential information, including employees, officers,
directors and agents shall hold in confidence all confidential information and shall not
disclose or distribute confidential information, or any portion thereof, in any form or
format to any person except on a strict "need to know" basis for the purpose of
performance of this Agreement, or as required by valid legal process. Confidential
information under this Section shall not include information that: (i) is or has become
publicly available without restriction through no fault of the receiving party; or (ii) has
been received without restriction from a third party lawfully in possession of such
a) During the term of this Agreement, VersaDev will provide the support services
described herein so as to maintain the Covered Software in good working order,
keeping it free from material defects so that the Covered Software shall function
properly and in accordance with the accepted level of performance as set forth in the
b) During the term of this Agreement, VersaDev will make available to the Customer the
c) VersaDev will make available to the Customer any new major upgrade releases and
associated license key for the term of the ASS&UI Agreement. This does not include
additional feature set modules. Installation of same can be conducted as Additional
Services as defined in this Agreement.
d) Where the customer has allowed the ASS&UI to lapse by more than 60 days then the
customer will have to repurchase the Covered Software. If however the ASS&UI has
elapsed through the non-issue of the renewal invoice then VersaDev will honour the
ASS&UI on receipt of payment. On receipt of the renewal VersaDev will make
available the items under c) above.
e) Where the Customer has allowed the ASS&UI to elapse then VersaDev are not
required to provide new major releases or associated license keys.
f) VersaDev reserves the right to support the current Major release version of the Core
Software and the previous version only.
5. Response Time
VersaDev with best intentions shall endeavour to attend to customer support requests as
defined by the agreed service levels outlined in this agreement in a timely manner,
notwithstanding any work around that may be employed to minimise impact to the
Customer or software performance. This may include the release of a software update.
6. Support Framework and Support Levels
The initial Support Framework is the undertaken by the 'Key User(s)', appointed by the Customer at
its own expense, providing first line support and troubleshooting. A 'Key User(s)' will in the first
instance ensure infrastructure is not the cause. This would be initiated in the first instance through
the customers help desk, infrastructure support whether internal or externally provided.
a) VersaDev Core Software - 1st Level Support – Key User(s)
The 'Key User(s)' is the initial point of contact for all software issues for Software Users. The 'Key
User(s)' will troubleshoot and/or triage all issues in the first instances in relation to the Software.
The Customer must ensure that all 1st Level Support requests are channelled through the 'Key
b) VersaDev Core Software - 2nd Level Support – Customer
VersaDev shall make available to the 'Key User(s)' an up to date Knowledge Base to assist with
issue identification and issue handling.
If the issue cannot be resolved using the provided Knowledge Base then the issue must be
escalated to 2nd Level Support.
Note: that infrastructure related issues must be investigated as part of 1st Level Support before
raising to 2nd Level Support.
The 'Key User(s)' will co-ordinate issues raised with their IT Support to troubleshoot and triage
as defined by the Customer.
c) VersaDev Core Software - 3rd Level Support – VersaDev
If the ASS&UI relates to a 'Hosted' environment then VersaDev will assist the Customer in
resolving infrastructure issues.
Unresolved 2nd Level Support issues should be raised with VersaDev.
Note: that infrastructure related issues should be investigated as part of 1st Level Support.
Liaison will occur between VersaDev and the Customers IT Support to be managed in
conjunction with the 'Key User(s)' to manage and resolve technical issues which relate directly
to the VersaDev Core Software. These issues should be raised as Severity 1 via a phone call and
the provision of an email detailing the triage steps undertaken and all relevant supporting
information to enable VersaDev to assist in resolution.
7. Support & Business Roles and Responsibilities
Customer's 'Key User(s)' Roles and Responsibilities
- Provide internal support to the Software User.
Customers IT Support Roles and Responsibilities
- Manage and troubleshoot issues as per Section 5.
- Perform in-house user training and align internal business processes to the software as
required by the Customer.
- Assist in defining requirements or reports that the business may require for review by
VersaDev. These may require the creation of mock examples.
- Provide necessary technical assistance and coordination of remediation activities as required
in conjunction with the 'Key User(s)'.
VersaDev Roles and Responsibilities
- Assist the 'Key User(s)' to troubleshoot and resolve issues in-house if the issue is in relation to
infrastructure or other related non-VersaDev Software, which is identified as affecting the
performance of VersaDev Core Software, directly or indirectly.
- Provide necessary Change Management processes to support all VersaDev Software as
- Provide support for the VersaDev Core Application (versaSRS) in accordance with Section 7 below.
8. Software Support Service levels - Response Times
Severity Response Time*
- Provide the Customer with supporting documentation and triage scripts.
- Provide the Customer on request with quotes for -
- System or feature enhancements
- Software change requests
- Reporting requirements; or
- Modification to VersaDev software, components, modules or ancillary supporting
applications as requested. Provide reasonable status reporting on issues raised
with VersaDev including estimated start and completion dates.
Note: System enhancements, software change requests, feature enhancements or modification of
the software is at VersaDev's discretion and determination.
Severity 1 within 8 business hours
Severity 2 within 16 business hours
Severity 3 within 24 business hours
Severity 4 within 80 business hours
*Support Hours of Operation (Business Hours)
Support Services, both phone and email, will available to the Customer during VersaDev
Business Hours, being 9:00am – 5:00pm, Australian Central Standard Time, Monday through
Friday inclusive (excluding designated Australian and South Australian Public Holidays*), as per
the terms stated in this Agreement.
The customer, in association with the Key User(s), must refer to the provided Knowledge Base and
supporting documentation for Level 1 and/or Level 2 support before escalating the issue to
VersaDev as a Severity 1, 2, 3 or 4.
The customer must provide preliminary investigation performed under Level 1 and Level 2 Support
(including triage evidence with initial findings) in order to progress and define the appropriate
Severity Level to be applied to the customers issue, with consultation between the parties.
Incidents raised with VersaDev of any Severity Level will only be worked on within the defined
business hours. Should the Customer require that the incident be resolved outside business hours
then the Customer should refer to the Additional Services and authorise engagement before
VersaDev will commit resources. VersaDev will invoice the customer based on the email approval.
Where the resolution time is unknown VersaDev will seek further approval to undertake additional
paid work based on an estimate to be provided. Where the Customer is not available to approve
additional services then VersaDev will cease to resolve the issue until appropriate authorisation is
available or normal business hours apply to resolve the issue.
VersaDev will communicate with the Customer in relation to all Severity levels as to the estimated
timeframe for resolution.
Note: Infrastructure should be checked to ensure it is not at fault, if it is found that infrastructure is
at fault then VersaDev reserves the right to charge for the time involved in identifying the issue as
outlined in Appendix 2.B.
VersaDev will communicate with the Customer in relation to all Severity levels as to the estimated
timeframe for resolution. For VersaDev to provide support for Severity 1 related issues then the
Customer and/or 'Key User' must be available to assist in identifying and resolving these issues to
closure. Where the Customer and/or 'Key User is not available then the issue will drop to the next
Indicates a problem with VersaDev Core Software, which is critical to the Customer's normal
business operations, i.e. Application Down - the business cannot continue to function in any
capacity without the core software working.
This severity level does not apply to the failure of infrastructure components - which are supported
and/or managed by other parties or other 3rd party providers - that have caused, either directly or
indirectly, the failure of the VersaDev Core Application (versaSRS). Such issues should be raised with those
respective parties in the first instance via the Customers internal procedures.
After the customer has appropriately established that the problem does indeed lie with VersaDev
Software – and is not the result of, 3rd party applications– the Customer shall be entitled to
contact VersaDev directly by both phone and supporting email as per the terms of this Agreement.
VersaDev will provide a response to diagnose a Severity 1 issue as defined by this agreement. The
resolution may in some instances be delivered to the Customer as a work-around or as an
emergency interim fix. If VersaDev delivers an acceptable work-around, the severity classification
will automatically drop to a Severity 2 or lower.
Caveat 1: Issues or problems relating to reporting modules, reporting functions or reporting
components; non-business critical vForms, Web forms, or other ancillary custom developed add-on
applications or tools; must not be raised as a Severity 1 and should be raised as a Severity 2, 3 or 4
with the determination of the Severity Level to be agreed between the Customer and VersaDev.
Indicates a problem with VersaDev Core Software only that affects a number of customer users, or
the issue constitutes a minor performance degradation, where business function is still somewhat
operational by applying in-house operational workarounds, until the problem is resolved.
The customer, in association with the Key User, should refer to the provided Knowledge Base and
supporting documentation for Level 2 support before raising the issue as a Severity 2.
The resolution will be delivered to the Customer as per Severity 1 problems. If VersaDev delivers an
acceptable work-around or fix for a Severity 2 problem, the severity classification will drop to either
Severity 3 or 4.
Produces an inconvenient situation in which the Covered Software is usable, but does not provide
a function in the most convenient or expeditious manner, and the Software User suffers little or no
significant impact. VersaDev will exercise best efforts to resolve Severity 3 problems.
Produces a minor situation in which the use of the Covered Software is affected in some way which
is correctable by VersaDev intervention.
9. Key Contact Points for issues with VersaDev Software
The Customer must provide VersaDev with a list of 'Key Users' and Escalation Contact Points for
the VersaDev Core Software where 'Key Users' change then the Customer will update VersaDev of
those changes to ensure support can be effectively provided. The Customer will also ensure that
the key account contact will be advised should it change.
Support is conditional upon provision by the Customer to VersaDev of appropriate access to the
system(s) running the Covered Software, including, but not limited to, passwords, system data, file
transfer capabilities, and remote log-in-capabilities. VersaDev will maintain security of the access
granted and use such access only for the purposes of this Agreement and will comply with the
Customer's standard security procedures. Information accessed by VersaDev agents or employees
as a result of accessing the Customer's system shall be deemed confidential information in
accordance with the terms of the EULA executed between those parties.
11. Additional Services
Additional services can be provided for non-maintenance or non-support related activities to
supplement the services provided under this Agreement. Tasks performed under Additional
Services include, but are not limited to, training, data processing services, reporting, installation
and configuration of software upgrades, patches or modules, support outside of the Support
Hours of operation, or any other requested consulting work. At any time, the Customer may
request Additional Services. The minimum chargeable duration is one hour in relation to Additional
Services. The Customer will be billed for labor, including travel time, plus reasonable expenses
required for the performance of the requested service. The Customer will be required to approve
the additional services expenses prior to the service being provided. The Customer should refer to
the current Additional Service rates outlined in Appendix 2.B. for guidance, these rates may change
from time to time.
This Agreement shall remain in place for a minimum of twelve months from the date of
payment of the applicable ASS&UI Fees. Where the Customer has chosen to take out
ASS&UI for an extended period then the Agreement shall remain in place for that
At or near the time at which the Agreement shall expire, the Customer will be granted the
opportunity to extend the services for the Product(s) for a period subject to the applicable ASS&UI
fees. VersaDev will provide the customer with a renewal notice prior to the expiry of the ASS&UI at
least Customer thirty (30) days prior to the expiration date.
The renewal of the ASS&UI will be the acceptance of the current ASS&UI terms as update and
provided by VersaDev from time to time.
Either party may terminate this agreement at any time by giving thirty (30) day's notice in
writing to the other. No refund of any monies paid will be given by VersaDev for early
termination of this agreement by the Customer.
Note: VersaDev may decline to provide services if: Payment for the products or services is
overdue by 60 days or more or the agreement has expired, VersaDev may suspend the
rights of the Customer to receive the services until full payment is made. The Covered
Software is not original or legal ; An error of the Covered Software has occurred as a
result of the Customer, or an agent for the Customer, a contractor or third party's
negligent conduct or incorrect use or the Covered Software for purposes that do not
comply with the required specifications provided with the Covered Software ; The
intellectual property rights concerning the Covered Software have been infringed ; An
error in the Covered Software is caused by incompatible or malfunctioning hardware,
software or other system issue.
14. Governing Law and Disputes
This Contract is governed by the laws of the State of South Australia and you agree to submit to
the non-exclusive jurisdiction of its courts and those of the Commonwealth of Australia.
15. Disclaimer of Warranties and Limitations of Liability
Outside of those expressly written herein, VersaDev hereby disclaims all warranties with
regard to the services provided hereunder, including all implied warranties of
merchantability and fitness for a particular purpose and all obligations or liabilities on
the part of VersaDev for damages, including, but not limited to, consequential, incidental,
special, or indirect damages arising out of or in connection with the use or performance
of the software and annual maintenance service, including, but not limited to, loss of use,
revenue, profit, or data.
16. Force Majeure
VersaDev has the right, without any liability, to delay the provision or not to provide the
Customer with any Maintenance and Support in the event and to the extent that such
delay or non-performance is due to an event of Force Majeure. Events of Force Majeure
are events beyond the control of VersaDev, which are not reasonably foreseeable and
whose effects cannot be overcome without unreasonable expense and/or loss of time to
VersaDev. In the event where Force Majeure delays performance of VersaDev for a
continuous period of ninety (90) days or for one hundred eighty (180) days in total in a
calendar year, either party may terminate this Agreement without liability.
17. Entirety of Agreement
This Agreement contains the entire agreement between the parties with respect to the services
provided hereunder and supersedes any other prior or current contracts, proposals,
representations, or communications, oral or written, with respect to the subject matter of this
Agreement. The terms and conditions of this Agreement shall supersede those set forth in the
Customer's purchase order.
The waiver by either party of any of its rights or remedies or of any breach by the other party
under this Agreement in a particular instance shall not be considered as a waiver of any other or
the same or different rights, remedies, or breaches in other or subsequent instances.