Terms & Conditions

General

Professional Services

Software Maintenance Support

General

Professional Services

Introduction
1. These Professional Services Terms and Conditions (“PS T&C”) apply when a Works Order for Professional Services is concluded in terms of the Framework Agreement.
2. All undefined capitalised terms in these PST&Cs shall have the meanings afforded to such terms in the Framework Agreement.
3. These PS T&Cs must be read with the Framework Agreement (of which they form part) and Works Order concluded between the Principa and the Customer. Details of the Professional Services to be provided, including the commercial terms are contained in the Works Order.

Definitions

TERM/ABBREVIATION	MEANING
The Framework Agreement	The Framework Agreement which includes clause 1 to 11 of the document titled Framework Agreement, Annexure A Master Services Agreement, the applicable Works Order and the Prinicipa Standard Terms and Conditions and any other Annexures and/or Addenda and/or appendix agreed between the Parties and attached thereto from time to time.
Days	Shall only mean business days if expressly so stated.
Electronic Signature	In relation to any written document communicated electronically, the scanned version of the hand signature of the author of the written document and/or any other method used to identify the author and to indicate author’s approval of the information communicated in a sufficiently reliable way at the time the communication was first made.
Works Order Effective Date	The effective date of the Works Order indicated in the Works Order.
Excusable Event	Any circumstance where the failure by Principa to perform is as a result of the actions of or failure to act by the Customer, or any third party appointed by the Customer, or under circumstances where such failure is as a result of circumstances beyond the reasonable control of Principa.
Notice	A written document carrying the hand signature or Electronic Signature of the author of the written document.
Parties	The parties to the Agreement and Party refers to either one of them.
Principa Standard Terms and Conditions	The standard terms and conditions applicable to the relevant Works Order as stipulated in the Works Order.
Professional Services	The Services to be provided under the applicable Works Order.
Professional Services Scope of Work	The professional services to be performed by Principa pursuant to these S T&Cs as described in the Works Order of the Framework Agreement.
Annexures/Addenda	Annexures and addenda to the Agreement, agreed between the Parties and attached to the Agreement.
Fees	Fees for the Professional Services stipulated in the .Works Order.
Works Order	A works order executed on Principa’s standard form works order and signed by the Parties in accordance with the Framework Agreement setting out or referencing the particular services and products to be provided by Principa to the Customer under the terms of the Framework Agreement

Works Order Conditions, Assumptions and Limitations
1. Unless otherwise agreed, Principa will require a minimum period of 4 (four) weeks after the Works Order Effective Date to allow for scheduling of the engagement and assignment of resources and the facilitation of travel arrangements, if required.
2. All agreed project timelines, milestones and delivery dates are subject to the Customer providing timeously, all assistance, information and data required/requested by Principa to perform the Professional Services.
3. Any delays caused by (a)the late provision of such assistance, information and data; or (b) the provision of data not in line with data specifications provided by Principa, shall not in any way be regarded as delays caused by Principa.
4. Unless agreed otherwise, the Customer shall have 2 (two) weeks from date of receiving the requirement/request for assistance, information and data from Principa, to comply. If the assistance, information and data is not provided by the Customer within this period, allocated Principa resources may be reassigned to other projects, until such time that the Customer has complied. At the time of such compliance, resource assignment and scheduling will be reviewed by Principa, based on resource availability. If necessary, project timelines will be updated in accordance with resource availability.
5. Delay caused by Customer. If the Customer does not comply within the timeframe stipulated in paragraph 4 above and thereby causes a delay, and Principa is not in a position to re-assign its resources from the time of such non-compliance until the day upon which the Customer delivers the required/requested assistance, information or data, then Principa reserves the right to seek recourse from the Customer to compensate Principa for the loss incurred as a result of the unassigned resources. Such recourse may include but is not limited to, payment by the Customer of a delay penalty fee to be determined by Principa at the time, which shall be based on the number of unassigned resource hours resulting from the delay caused by Customer.
6. Data Specifications. If data is requested by Principa, then the data provided by the Customer must comply to the data specifications provided by Principa. The Works Order allows for only 2 (two) iterations of data processing and cleansing. If, after completion of these two iterations, the data received requires further significant manipulation which is to be performed by Principa, then the required additional hours to perform such manipulation will be communicated with and agreed to by the Customer. These additional hours will be invoiced under the existing Order but will be in addition to any agreed fees or estimates.
7. Principa will hand over all agreed Professional Services and development data and will hold out samples during the delivery phase of the Professional Services. All data relating to the Professional Services will be deleted 3 (three) months after delivery. Any queries and support relating to the Professional Services must therefore be raised and resolved within this 3-month period, unless requested and agreed otherwise.

Principa Obligations
1. Principa shall perform the Professional Services:
  1. in accordance with the Framework Agreement (which includes these PS T&Cs) and the Works Order; and
  2. with all reasonable care, diligence and skill in accordance with generally accepted professional techniques and standards.
2. Principa shall maintain a detailed schedule of the Professional Services to be performed and provide Customer with regular reports, which shall be in English.
3. Principa Resources. Principa shall ensure that: –
  1. sufficient suitably qualified and experienced resources are made available to perform the Professional Services to the reasonable satisfaction of the Customer; and
  2. its resources attend Customer meetings as required by the Customer from time to time.
4. Principa shall take all measures necessary and shall provide all materials and equipment necessary to enable its resources to perform their duties in an efficient manner.
5. On becoming aware of any matter which will materially change or has materially changed the Works Order, cost or timing of the Professional Services, Principa shall notify the Customer thereof as soon as possible.
6. Principa shall be excused from performing any of its obligations under these PS T&Cs upon the occurrence of an Excusable Event, in which case:
  1. Principa’s failure to perform shall not be a breach of these PS T&Cs and therefore its obligation to perform shall be extended on a reasonable basis in proportion to the prejudice caused by the Excusable Event;
  2. Principa shall be entitled to charge on a time and materials basis for any additional hours it requires to perform its obligations affected by the Excusable Event; and
  3. Principa shall not be liable for any failure to fulfil any obligation in terms of the Order or for any losses arising out of such failure, where such failure is a result of any Excusable Event.

Customer Obligations
1. Customer acknowledges that Principa’s performance and delivery of the Professional Services is dependent on:
  1. the Customer’s timely decisions, feedback and approvals; and
  2. timely and effective performance of Customer obligations.
2. Information and/or data.
  1. The Customer shall timeously and free of any charge, provide to Principa, all available information and data in Customer’s possession which may be required for the performance of the Professional Services; and
  2. Principa shall be entitled to rely on the accuracy and completeness of all information furnished by or on behalf of the Customer.
3. The Customer shall give its decision on any Professional Services-related matter properly referred to it in writing by Principa, within a reasonable time so as not to delay the performance of Professional Services.
4. The Customer shall provide assistance as follows: –
  1. provide Principa with any assistance required in obtaining relevant information that may be required by Principa to perform the Professional Services;
  2. co-operate with Principa and not interfere with or obstruct the proper performance of the Professional Services;
  3. provide all relevant data, information, reports, correspondence and the like requested by Principa, as soon as practicable after such data, information, reports, correspondence and the like become available; and
  4. allow Principa reasonable access to and the use of Customer owned hardware, software, equipment and other resources reasonably required by Principa to perform the Professional Services.
5. The Customer shall be: –
  1. responsible to acquire all facilities including hardware and/or software required for the provision and/or delivery of the Professional Services and Principa shall not be held responsible for the procurement of or endorsement of any such facilities. Principa makes no warranty whatsoever regarding the compatibility of the Professional Services with any hardware or facilities on which the Customer operates any Professional Services-related software; and
  2. required to provide any on-site Principa resources with suitable facilities, including but not limited to office space, furniture, storage, adequate computer resources (including necessary third-party rights to use software), telephone and facsimile service, copying and general office supplies which may be necessary in connection with Principa’s performance of the Professional Services.
6. The Customer shall comply with all applicable laws relating to the Professional Services and shall obtain all third party-consents required to enable Principa to perform its obligations under these PS T&Cs.
7. The Customer shall not enter into an agreement with any other party which describes any of Principa’s duties and responsibilities in terms of these PS T&Cs, or which imposes obligations on Principa, without first obtaining Principa’s written agreement thereto.
8. The Customer shall, immediately upon becoming aware thereof, notify and advise Principa on: –
  1. any matter which may, will or already has materially changed the Works Order, cost or timing of the Professional Services; or
  2. any defect or deficiency in the Professional Services.

Extensions

Suspension and Reassignment
1. In addition to any remedies Principa may have arising out of any breach as described in the Framework Agreement, and without deteriorating from said Framework Agreement, if the Customer fails to comply with its obligations within the notice periods stipulated in the Framework Agreement, then Principa may suspend the performance of the Professional Services and/or reassign its assigned resources to other projects.
2. In the event of such reassignment, if Principa elects not to terminate the Framework Agreement, the Professional Services will be postponed to a date to be determined by Principa in its discretion.

Software Maintenance Support

Introduction
1. These Standard Terms and Conditions: Software Licensing, Maintenance & Support (“Software T&Cs”) apply when a Works Order for a software licence, maintenance and support services is concluded in terms of the Framework Agreement.
2. These Software T&Cs must be read with the Framework Agreement (of which they form part) and Works Order concluded between the Principa and the Customer and, if applicable, the Specific Software Licence Terms.
3. All undefined capitalised terms in these Software T&Cs shall have the meanings afforded to such terms in the Framework Agreement.

Definitions

TERM/ABBREVIATION	MEANING
1^st Line Support	Gathering and recording the user’s information and determining the issue by analysing the symptoms and finding the underlying problem before working through the possible solutions available. This includes troubleshooting methods such as verifying other recent changes, resolving username and password problems, issues with printing, networks, user permissions, verification of proper hardware operation and assistance with navigating around application menus. The 1st Line Support analyst will have a general understanding of the Software and infrastructure. If the issue cannot be resolved the priority of the issue will be reviewed and the problem will be clearly documented so that it can be passed to 2nd Line Support.
2^nd Line Support	Where the issue cannot be resolved by 1^st Line Support, the 2^nd Line Support analyst will review the work of the 1^st Line Support analyst. The 2^nd Line Support analyst will have the skills necessary to investigate data integration issues including an understanding of the issue, the source data and the destination data to determine and work through possible solutions. If the issue cannot be resolved the priority of the issue will be reviewed and the problem will be clearly documented so that it can be passed to and reproduced by 3^rd Line Support.
3^rd Line Support	Where the issue cannot be resolved by 2^nd Line Support, the 3^rd Line Support analyst is responsible for handling more complex or advanced problems. The 3^rd Line Support analyst will have access to the source code and development environment so that software problems may be stepped through in debug mode and the cause identified so that a fix or workaround can be produced and installed on the client’s system. All fixes and workarounds are then passed to Principa product team for review and formal inclusion into the Software as necessary.
The Framework Agreement	The Framework Agreement which includes clause 1 to 11 of the document titled Framework Agreement, Annexure A Master Services Agreement, the applicable Works Order and the Prinicipa Standard Terms and Conditions and any other annexures and/or addenda and/or appendix agreed between the Parties and attached thereto from time to time.
Authorised Installed Instances	The number of installed instances of the Software permitted in terms of the Works Order.
Authorised Users	The number of user licences permitted for each Authorised Installed Instance in terms of the Works Order.
Business Hours	Monday to Friday 08h30 to 17h00 Central African Time on Business Days, excluding South African public holidays.
Copyright	All present and future rights of copyright in and to the Software including initial drawings, sketches, flowcharts, designs and operational instructions relating to the Software.
Data Protection Legislation	Any applicable data protection and privacy legislation in force in South Africa from time to time, including, without limitation, the Protection of Personal Information Act 4 of 2013 and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal information and the privacy of electronic communications.
Documentation	Any standard installation and operating instructions, user, training, reference, support or technical manuals relating to the use of the Software as supplied by Principa in relation to the Software.
Works Order Effective Date	The effective date of Works Order indicated in the Works Order.
Go Live Date	The day defined in clause 7.4 of these Software T&Cs.
Installed Instance	An instance or copy of the Software installed pursuant to these Software T&Cs and includes on premise and off premise installations.
Intellectual Property Rights	All present and future intellectual property rights in and to the Software, as defined in the Framework Agreement.
Minimum Requirements	The minimum software, infrastructure, cryptographic and communications requirements for the Software.
Fees	Monthly rental fees stipulated in the Works Order.
Works Order	A works order executed on Principa’s standard form works order and signed by the Parties in accordance with the Framework Agreement setting out or referencing the particular services and products to be provided by Principa to the Customer under the terms of the Framework Agreement
Parties	The parties to this Order and Party refers to either one of them.
Site	All on premise and off premise sites from where the Customer conducts its business.
Software	The Software stipulated in the Works Order, including any one or more Updates and Upgrades.
Specific Software Licence Terms	Licence for certain of the software licensed by Principa and captured in a separate licence terms and conditions.
Source Code	A form of the Software written in a programming language by Principa, together with any application program interface source code used by Principa as required for translating the Software into machine readable object code before it can be executed.
Territory	Territory as stipulated in the Works Order.
Third-Party Software	Software that is owned by third parties and includes open source software that Principa has been authorised to use to provide the services or to sub-license.
Updates	Any minor update, correction, by-pass or revision to the Software (excluding Upgrades), which add no functionality to the Software.
Upgrades	Any major modification to the Software (excluding Updates), which increases the functionality or changes the technology or version of the technology of the Software.
Unforeseeable Event	Any unforeseeable circumstance beyond the reasonable control of Principa that results in Principa not being able to perform its obligations in terms of the Framework Agreement.

Rights in the Software Licence
The Customer acknowledges and understands that: –
1. no title or rights of ownership, Copyright or any other Intellectual Property Rights in the Software and/or Documentation and/or Updates and/or Upgrades will transfer to Customer;
2. the Software contains proprietary information and Customer agrees not to provide or otherwise make available the Software and/or Documentation in whole or in part (including but not limited to the Source Code Materials), in any form to any person, other than what has been agreed to in these Software T&Cs;
3. the Software has significant commercial value to Principa and Customer agrees to indemnify Principa in respect of any losses or expenses incurred by Principa as a result of the unauthorised use of the Software by Customer or any third party.
4. Principa grants the Customer a non-exclusive, non-transferable and non-assignable licence to use the Software in object code form in accordance with the terms and conditions set out in the Framework Agreement which includes the Work Order and the Standard Terms and Conditions: Software Licensing. Maintenance and Support.
5. Right of Use. In terms of the licence, the Customer is granted the right to use the Software until the Works Order Termination Date, and only as follows: –
  1. for the Customer’s own internal business purposes.
  2. for the permitted number of Authorised Installed Instances and Authorised Users as stipulated in the Works Order.
6. The Customer will be eligible to receive Updates, Upgrades and Software as stipulated in clause 8 of Standard Terms and Conditions: Software Licensing, Maintenance and Support.

Acceptance
1. Customer accepts the licence and rights granted in terms of clauses 3.4 and 3.5 and agrees to use the Software only in accordance with and subject to the terms and conditions set out in the Agreement.
2. Should Customer wish to reduce or increase the number of licensed users, it shall give Principa written notice of such intention.
3. Customer accepts that technical services associated with installation, configuration and integration of the Software or new software versions shall be done in terms of the Standard Terms and Conditions: Professional Services.
4. Customer agrees to comply with any additional Third-Party Software conditions that they are notified of on or before delivery of any Third-Party Software including:
  1. the execution and return of the Third-Party Software licence agreement, if required; and/or
  2. indemnifying Principa against any action by a Third-Party Software owner as a result of any breach of the conditions referred to in clause 4.4 by the Customer.

Restrictions on Licence
The Customer shall not:
1. unless expressly indicated otherwise in writing, transfer or make available the right to use or the use of the licence granted to the Customer in terms of these Software T&Cs to any entity, company or business other than the Customer, regardless of whether the Customer is a shareholder in, or in close business relations with such entity, company or business or has any other interest in such other entity, company or business;
2. except to the extent as may be permitted by law, modify, translate or create derivative works based on the Software, reverse assemble, de-compile or reverse engineer the Software whether in whole or in part, or otherwise attempt to derive the Source Code, underlying ideas, algorithms, file formats, programming of the Software or any files contained in or generated by the Software, nor permit any third party to do so, whether directly or indirectly;
3. merge or combine the whole or any part of the Software with any other software or documentation without Principa’s prior written consent;
4. grant any third party direct access to the Software including by way of lease, download, as an application or bureau service provider or any other method;
5. use the Software to provide an application or bureau service to any party;
6. lend or transfer any part of the Software to a third party;
7. sub-license or otherwise transfer the Software, in whole or in part to any third party; or
8. remove any proprietary notices or labels on the Software.

Customer Obligations (for premise or privately hosted installations only)
1. The Customer agrees to: –
2. maintain accurate and up-to-date records of the number and location of all Software copies in its possession;
3. supervise and control the use of the Software in accordance with the terms of these Software T&Cs;
4. effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person;
5. retain the Software and all copies thereof under its effective control; and
6. within 7 (seven) days after the date of termination or discontinuance of the Framework Agreement or applicable Works Order (as the case may be), return or destroy (as Principa shall instruct) the Software and all copies thereof and to furnish Principa with a certificate, certifying that same has been done.
7. Customer shall ensure that all copies of the Software will be deleted if Customer sells or disposes of the computer system on which the instance of Software was installed.
8. Within 30 (thirty) days of receiving a written request from Principa to do so, Customer shall grant Principa reasonable right of access to the Site on reasonable notice, to enable Principa to observe and monitor Customer performance and compliance in terms of these Software T&Cs.

Software Copies and Relocation (for premise or privately hosted installations only)

Unless expressly agreed to otherwise in writing, the number of copies of the Software permitted at no extra cost under the licence granted in terms of these Software T&Cs for purposes of back-up, disaster recovery and testing/development/training, shall be as follows:

Purpose	Terms and Conditions
Back-Up	Customer is entitled to one copy of the Software in any machine readable or printed form for back-up or archival purposes, in order to use the copy in the place of the original Software supplied by Principa.
Disaster Recovery	Principa will allow one copy of the Software temporarily on an alternative location processor to the Authorised Installed Instances for purposes of disaster recovery and not more than twice a year, for the purpose of testing disaster recovery procedures.
Testing, Development, Training	Customer may copy the Software into any machine-readable or printed form for testing, development or training purposes.

Customer agrees to keep any and all copies of the Software under safe custody
Customer may relocate the Installed Instances of the Software provided that prior written consent is given by Principa. Permission for such relocation may not unreasonably be withheld by Principa.

Software Delivery, Installation and Acceptance
1. Principa will deliver an object code version of the Software together with any Documentation to the Customer after the Works Order Effective Date and within the timeline agreed between the Parties, or, if this is not possible, within a reasonable time thereafter. Delivery will be made in accordance with the details provided within the Works Order, or by way of digital download over the Internet or to the Principa hosted solution.
2. Installation configuration, customisation and testing of the Software.
  1. If Principa is required by Customer to install, configure, customise and/or test the Software and/or any Updates or new modules thereof, this requirement will be governed in terms of the Framework Agreement, including the Works Order and the Standard Terms and Conditions: Professional Services, detailing the services required and the terms and conditions applicable.
  2. Customer shall ensure that the Instances of the Installed Software are accessible and operational.
  3. Principa will run the commissioning tests considered necessary by Principa to ensure that the Software is installed correctly.
3. The Software shall be deemed to have been accepted by Customer once the tests referred to in clause 8.2.3 have been completed. This is applicable to the Software, including new modules and any Updates and/or Upgrades.

Software Support
1. Subject to the up-to-date payment of the Fees, Principa shall from the Go Live Date specified within the applicable Works Order, provide support and maintenance services in accordance with this clause9. If said Fees are not paid up in full, then it may result in the interruption of these services until required payment is made.
2. Unless expressly stated otherwise in writing, Principa shall provide 1st, 2nd and 3rd Line Customer Support services. These services will be provided to support only the following Software versions:
  1. the current Software minor version (the most recent Upgrade released by the Licensor at the time the services are required); and
  2. the two Software minor versions that were released immediately prior to the current version.
3. Support and maintenance shall: –
  1. for private hosting customers, all Software version Updates and Upgrades but shall exclude any professional services required in connection with the implementation of Updates and Upgrades.
  2. for all Principa hosting customers, all Software version Updates and Upgrades but shall be done at no charge.
  3. be provided only during Business Hours, unless stipulated otherwise in writing and agreed to by the Parties; and
  4. for private hosting customers, be provided remotely in respect of the Software. If it is not possible to provide the required services remotely and/or if all remote efforts have been exhausted, Principa will provide these services on Site.
4. for private hosting customers, Customer and/or Authorised Users shall be responsible for ensuring the integrity, security and back-up of any data stored on any of the equipment. Principa may require a database copy prior to any Upgrades for the purpose of minimising Upgrade related issues. This also applies to the simulation of any production-related issues or bugs, in order to expedite resolution time.
5. Principa shall be responsible for the management and supervision of its personnel performing support and maintenance under these Software T&Cs.
6. Excluded Services. The following services are excluded from support and maintenance and shall be for the Customer’s account:
  1. On Premise or Private Hosting customers only
    1. Professional services fees associated with software upgrade projects;
    2. server monitoring;
    3. database administration or optimisation, configuration and archiving;
    4. back up related services;
    5. Customer hardware & operating platform support;
    6. Disaster recovery services.
7. Should the Customer require any services referred to in clause 9.6.1 and/or any additional services, these shall be quoted for and performed by Principa in terms of a separate Works Order.
8. for private hosting customers, Principa retains the right to withhold support and maintenance services upon the occurrence of any of the following scenarios:
  1. Upon discovery that Customer has introduced any changes (schema or processing related) to the original installed database;
  2. Identification of any other system (other than the licensed Software) that interfaces or uses data from the installed database, as this may adversely influence system performance resulting in the Customer logging incidents with Principa; or
  3. Upon discovery that configuration changes other than the default installed settings or prior agreed and communicated changes, have been implemented (not by Principa), which implementation is causing the Software to react adversely to its intended and tested operational use.
9. Terms and conditions relating to the remedial support process are set out in clause 11 of these Software T&Cs.

Software Support and Maintenance Exclusions
1. The following maintenance and support services are excluded from this agreement:
  1. For all private hosting customers
    1. All minor versions of the Software, other than the most current minor version or the two release versions immediately preceding the most current minor version. A major version of the software is the first digit to the left of the decimal point, and a minor version is the first digit to the right of the decimal point. For the avoidance of doubt, as an example, version 3.8 of the software means 3 is the major version and 8 is the minor version.
    2. Customer modifications – modifications to the software, operating systems and 3rd party products which the Customer undertakes without Principa’s knowledge and written consent.

Warranties and Confirmations
1. Warranties and limitations as stipulated in the Framework Agreement shall apply.
2. Customer acknowledges that:
  1. The Software has not been produced to meet Customer’s individual specifications but can meet the specifications agreed between the Parties in writing prior to the conclusion of the Works Order and specifications resulting from any subsequent changes agreed to in writing between the Parties;
  2. the Software cannot be tested on every possible operating combination and environment; and
  3. it is not possible to produce software known to be error free in all circumstances.
3. The Parties acknowledge and confirm that they are each responsible for complying with their respective obligations and responsibilities under Data Protection Legislation, as applicable. Each Party hereby confirms that it shall comply with such obligations and responsibilities for the duration of the Framework Agreement and thereafter, where required.

Remedial Support Process
DEFINITIONS AND SERVICE LEVELS

Definitions: –
1. business hours are 08h30 to 17h00 (South Africa time) Mondays to Fridays, excluding South African public holidays and after hours are those hours outside business hours (South Africa time), including South African public holidays;
2. problem means a difficulty being experienced with the Software application, excluding any failure comprising or caused by Force Majeure and/or an Unforeseeable Event;
3. response or respond means receiving the service request, acknowledging receipt to client and logging ticket to fix/resolve;
4. service request means request for support;
5. time to fix or resolve means the time taken to fix the problem or provide a remedial/corrective action plan or provide the service requested, which excludes time that elapses while Principa waits for a response from the Customer.
Service Request and Response (see also clause 9.3 below)
1. Service requests to Principa are made either by email only, or by a phone call followed up by an email. The Client shall note the difference in response to each option indicated below.
2. Response to email only: Within 2 business hours of email being received/logged on support system.
3. Response to phone call followed by email: Immediate upon receipt of phone call (business and after hours), except ticket will be logged only after email has been received.

Problem Categorisation and Service Levels

After the response, service requests will be categorised by Principa in terms of priority and fixed/resolved according to the service levels indicated in clause11.3.2.
Categories and service levels are indicated below:

Category	Problem Description	BUSINESS HOURS Fix/Resolve Time	AFTER HOURS Fix/Resolve Time
P1 (Urgent)	System totally inoperative	Resolve as highest priority within 4 hours of service request being logged	Resolve as highest priority within 5 hours of the call service request being logged
P2 (High)	System partially inoperative with regard to a critical/required system component	Resolve as highest priority within 8 hours of service request being logged	Commence work as soon as possible after service request has been logged, resolve as highest priority
P3 (Medium)	System partially inoperative with regard to a non-critical system component	Resolve as a medium priority within 12 business hours of service request being logged	Commence work as soon as possible after service request has been logged, resolve as medium priority
P4 (Low)	General and/or ad hoc requests/ investigations/ explanations	Resolve as a low priority within 3 business days of the service request being logged	Commence work as soon as possible after service request has been logged, resolve as low priority

Customer Help Desk
1. Customer shall establish and maintain an internal IT support function (Help Desk) and ensure that all service requests from Customer Users are first referred to Customer’s internal support team.
2. Customer support team must have sufficient resources to assist Customer Users with faults and service requests. This includes the initial recording and diagnosis of service requests reported to the Customer Help Desk.
3. Prior to logging a service request with Principa Help Desk, the Customer’s support resource must thoroughly research any problem encountered and will make sure that all the details relating to the problem are available to disclose to Principa Help Desk.
Principa Help Desk
Principa will provide Help Desk services during business hours for service requests received from the Customer.
Submission of Request
1. Only designated Customer support resources may submit service requests to Principa Help Desk.
2. Principa Help Desk provides the single point of contact where Customer shall contact Principa for placement of service requests.
3. When submitting a service request to Principa Help Desk, Customer support resource shall:
  1. submit all service requests via email (assist@principa.co.za) or, in the case of urgent or critical incidents, also by phone call (Support contact number: 079 895 3066). Note that the responses as per clause 9.2 shall apply;
  2. endeavour to provide all necessary information; and
  3. escalate Help Desk reports to third party suppliers directly where applications are hosted by Customer.
4. When reporting a problem/submitting a request, the Customer shall: –
  1. provide the following information to Principa:
    a) Customer contact name and contact numbers;
    b) time of original failure;
    c) summary of current operational status;
    d) detailed description of the nature and symptoms of the problem; and
    e) detailed description of preceding problem isolation activities;
  2. submit service requests individually to ensure that individual requests can be given unique service request identifiers for tracking;
  3. inform Principa Help Desk of any significant events that could affect problem fix/resolve; and
  4. provide screen shots where possible.
Processing Request
1. After receipt and the initial response to the service request, Principa Help Desk shall:
  1. within its discretion, classify each problem in accordance with the categories identified in clause 11.3 of these Software T&Cs;
  2. assign a unique log number to the service request;
  3. communicate the category and log number to the Customer;3
  4. ensure that Principa Help Desk assigns the appropriate technical support staff to action the problem;
  5. endeavour fix/resolve a problem in accordance with the fix/resolve times stipulated in clause 11.3 of these Software T&Cs;
  6. provide Category P1 to P3 technical support services by telephone, email or remotely;
  7. use Customer remote management tools to interrogate the Customer IT environment to troubleshoot technical faults, queries and restore service remotely on request;
  8. implement remote permanent or temporary fixes to restore services, unless Principa requests that the Customer implements the fix;
  9. arrange on-site troubleshooting and service restoration activities if Principa is unable to resolve problems remotely or by telephone;
  10. escalate Help Desk reports to third party suppliers directly where applications are hosted by Principa; and
  11. monitor, track and report progress of all Help Desk reports until closure.
2. Where a particular service request does not fall within the scope of the support and maintenance services provided for in terms of the Works Order, the request will be dealt with in terms of a separate Works Order.
3. Service requests will be scheduled according to the category assigned by Principa and agreed upon scheduled release date. Principa must prioritise tasks that fall within the same category.
4. Subject to clause 11.7.5 below, the service levels applicable to each problem category set out in clause 9.3 of this Appendix shall apply when fixing or resolving service requests.
5. In all cases where stipulated service level target times cannot be met, Principa Help Desk will inform Customer support resource of the anticipated rectification date.
6. Once a service request has been resolved, Principa Help Desk will inform Customer support resource.
7. Customer support resource will within a reasonable period thereafter (having regard to when the problem would reasonably be detected by Customer) again notify Principa through its Help Desk whether the rectification was done to Customer’s satisfaction. If no such notification is received, the problem will be deemed to have been corrected to Customer’s satisfaction.
8. If a service request involves a Customer third party supplier, Customer has primary responsibility for enforcing service levels and turnaround times from third party. If a service request involves a Principa third party supplier, Principa has primary responsibility for enforcing service levels and turnaround times from third party.
9. If at the time of the service request, Principa is acting as reseller and requires the assistance of the original software development team (original Licensor) to fix/resolve the request, it is agreed that adjusted resolution time will apply and will be communicated to the Customer, and the amended resolution time will be mutually agreed upon.
Escalating Problem
1. In instances where Customer is not satisfied that a P1 or P2 problem has been processed to satisfaction or in accordance with applicable service levels, Customer shall inform Principa, after which Principa shall:
  1. monitor escalated Help Desk reports through to resolution and maintain an action plan for each escalation;
  2. make any decision appropriate to the resolution of the Help Desk report;
  3. arrange meetings and phone conferences as appropriate; and
  4. regularly communicate problem status to Customer and any other parties relevant to the escalation.
2. Principa may downgrade an escalated call if the Help Desk report:
  1. is being managed to an agreed timeframe; or
  2. has been resolved temporarily, which will become permanently resolved following an agreed testing period.
General Support Responsibilities
1. Customer shall provide assistance and input as may reasonably be required by Principa to provide the requested support services.
2. Principa is responsible for prioritising and escalating issues and will make every effort to prioritise issues according to Customer’s business requirements.
3. Customer shall establish all necessary software and hardware maintenance contracts with all third parties and vendors for software and hardware that the Customer provides.
4. Customer shall provide Principa with details of response commitments and service coverage relating to the maintenance contracts with third parties and vendors.

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