NXLog Legal

NXLOG GENERAL TERMS OF BUSINESS

Effective date: 17.10.2022

This GENERAL TERMS OF BUSINESS together with a Contract (as such is defined hereunder) as well as all and any other Annexes (as such are defined hereunder) that may be attached to a Contract shall form the entire agreement (the "Agreement") governing the services provided by

NXLog Ltd., a company with corporate address at

2315 Szigethalom,
Süllő köz 3,
Hungary,

(referred to as “Supplier”)

to

any of its customers identified in a Contract (referred as “Customer”).

This GENERAL TERMS OF BUSINESS shall be an inseparable part of each any every Contract by and between Supplier and its Customers. The entire Agreement shall govern the rules of ordering, licensing and providing Products and Services by and between Supplier and Customer. In case of any discrepancy by and between a Contract, an Annex or this GENERAL TERMS OF BUSINESS,

  • the Contract shall prevail over the Annexes and this GENERAL TERMS OF BUSINESS, and

  • the Annexes shall prevail over this GENERAL TERMS OF BUSINESS.

This GENERAL TERMS OF BUSINESS also governs the Purchasing Process preceding the conclusion of the Agreement.

1. Definitions

In addition to other terms that may be defined elsewhere in the Agreement, the following terms, when capitalized, shall have the following meanings:

"Agent" is an installed Product instance installed on Customer’s hardware.

"Agent Based License" means a License Model where the license fee is calculated based on the number of Agents licensed from Supplier during a Coverage Period. This License Model permits Customer to use an agreed number of Products in the form of Agents.

"Agreement" means this GENERAL TERMS OF BUSINESS together with the Contract and other Annexes.

"Annex" means all and any annex, appendix, schedule, attachment or other document attached to the Contract or otherwise forming an inseparable part of the Contract and/or the Agreement.

"Case" means an Incident reported through Supplier’s Support Ticketing System and confirmed by Supplier’s support team.

"Contact Person" means the persons appointed by the Parties in the Contract for sending and receiving communication to and from the other Party.

"Contract" means a contract entered into by the Parties.

  1. either by acceptance/confirmation of a Purchase Order by Supplier or Customer sending a Purchase Order as defined below in response to and in acceptance of a Quotation;

  2. and specifying the identity of the Customer, the relevant Products and Services, and any other commercial terms the Parties may deem necessary to include therein. For the avoidance of doubt the Contract consists of the commercial terms defined in the Purchase Order and the terms of this Agreement.

"Coverage Period" is a time-frame indicated in the Contract during which the Customer is entitled to Use the Product legally on the basis of the Agreement. If the Parties do not agree otherwise in writing, the Coverage Period is one calendar year from the Coverage Period Begin Date.

"Coverage Period Begin Date" means the date of commencement of the Coverage Period specified in the Contract.

"Coverage Period End Date" means the date of expiry of the Coverage Period, which shall be the date one calendar year from the Coverage Period Begin Date, unless otherwise specified in the Contract.

"Documentation" means user manuals of the Product effective on the date that the applicable Contract takes effect; and any other materials in any form that Supplier customarily provides to End Users of the Product. Documentation includes, without limitation, all of the published Specifications, the list of components, licenses, and copyrights for the Products on the date that the applicable Contract takes effect.

"End User" means the clients of Special Entities that will use or make use of the Products.

"Incident" means the issue, problem, malfunction, error, bug or any other operational interruption of a Product that Customer reports to be resolved as part of the Technical Support Services.

"License" means the license granted to the Customer for the Use of one or more Products pursuant to the terms and provisions of the Agreement.

"License Model" means the framework and metrics, which defines the calculation method of the required number of Licenses to be legally covered by the Agreement.

"License Fee" means the fee payable for a License as agreed in a Contract.

"Maintenance Services" means the provision of updates of the Product to a Customer, including new Releases and new versions of the Product and any patches, security improvements, and bug fixes pertaining to the Product.

"MSSP Service Provider" means an entity providing outsourced monitoring and managed security service to its customers.

"Node" means a machine, virtual or physical and uniquely identifiable via an IP address, which is capable sending and/or collecting event log data with or without the Product installed thereon.

"Node Based License" means the License Model where the license fee is calculated based on the number of Nodes licensed from Supplier during a Coverage Period. This License Model permits Customer to license and use a number of copies of a Product on an agreed number of Nodes.

"OEM Customer" means an entity licensing the Products for the purposes of incorporating them into its own software products and related services other than MSSP Service Providers; in this case Supplier acts as an original equipment manufacturer.

"Party" shall mean either Customer or Supplier, "Parties" shall mean both of them.

"Product" means any software component or group of software components alongside with their documentation and processes supplied by Supplier, which is capable of running alone or in connection with other products and serves a predefined purpose and is denoted as product in a Contract.

"Professional Services" mean the proactive technical, training, implementation and auxiliary services detailed in separate Contracts.

"Purchase Order" means an official purchase order issued by the Customer for the provision of Products or Services by Supplier. A Purchase Order includes, inter alia:

  1. invoice address (i.e. Bill To address) with company name and address;

  2. VAT ID for EU companies based in the European Union;

  3. purchase order number;

  4. contact name and email address of the person who issued the Purchase Order or the person in charge of the Products and/or Services;

  5. invoice submission email address (e.g. email address of AP team);

  6. complete Customer name and address (Ship To) if you are not the Customer (in case of Value Added Resellers only);

  7. in case of Special Entities, the list of End Users with the name, position and email address of their contact persons;

  8. prices and fees;

  9. any other relevant information for invoicing purposes.

The Purchase Order may take the form as proposed by Supplier in a Quotation or otherwise in the form proposed by the Customer. Any written statement by a Customer specifically accepting a Quotation shall be deemed to be a Purchase Order. For the avoidance of doubt the Purchase Order is inseparable part of the Contract.

"Quotation" means the quotation issued by Supplier on the basis of Customer’s request for the provision of Services or Products. A Quotation contains the number and type of Products, the License Model, the type of Services (if applicable), the price/fee for the Products and/or Services (without including VAT or similar taxes, unless otherwise specified in the specific Quotation), relevant deadlines, and any other terms and specifications relevant regarding the Quotation.

"Response Time" means the time-frame available for Supplier to confirm a reported Incident and to confirm in writing (including electronic means) that it has started to provide Technical Support Services in respect of the reported incident. For the avoidance of doubt, Response Time will not mean the time passed between the reporting of an Incident and the resolution of a Case.

"Release" means a designated version of the Product. Details and definition of the changes from version to version can be found in the change log of the release note published on the Supplier’s website.

"Value Added Reseller" means a Customer who advertises and markets Products and Services, promotes and sells them to End Users. Value Added Resellers’ License is limited to Use the Products for evaluation, marketing and promotion purposes, Value Added Resellers may not Use the Products for their own benefit.

"Services" means, as applicable, Technical Support Services, Professional Services, and Maintenance Services.

"Site" means the entity or geographical location specified in the Contract, if applicable, at which the Product will be installed and Used by the Customer under the Agreement.

"Source Code" means the human readable version of a software program that requires compilation or other manipulation before it can be executed by a computer and all corresponding source documentation, including application programming interface specifications, release notes and build procedures.

"Specifications" means the specifications, technical descriptions, statements of work, schedules, drawings, and designs prepared by or at the direction of Supplier.

"Special Entity" means MSSP Service Providers, Value Added Resellers and OEM Customers in case they become Customers of Supplier.

"Support Ticketing System" means Supplier’s webpage where Customer may report Incident and where Supplier accepts Incident reports located at: support-tickets

"Technical Support Services" mean support and help provided to Customer in installing, configuring and Using the Products within and up to the framework described in the Technical Support Services chapter of the Agreement. Under Technical Support Services Supplier provides reactive technical support to Customers in order to Use the Product and overcome errors occurred during day-to-day operation. Technical Support Services do not cover Professional Services.

"Use" or “Usage” means, in the context of Product, to install, configure, copy, test, develop (using the tools and within the constraints of the object code) and execute the object code as well as integrate the Product with such other software and systems at Customer’s discretion. If the Source Code is delivered along with object code for the Software, "Use" means to copy, maintain, enhance, test, develop and create derivative works as well.

"User Based License" means the License Model where the license permits Customer to Use copies of the specified version of the Product during the Coverage Period. Number of required Licenses can be calculated based on the number of users of the respective systems from where Supplier will collect data. If a single user is connected to several different applications, the number of required Licenses shall cover each data source one by one.

"Volume Based License" means the License Model where Customer is entitled to Use copies of the specified version of the Product within the measurable material limit during the Coverage Period, where the metrics and measure are agreed in a Contract. This License Model is supplied with a measurement method (command or component) where Customer can check the actual level of the defined measures.

2. Purchasing Process, Framework agreement

2.1. REGULAR PURCHASING PROCESS

Customers may send requests for Quotations via the sales channels published on Supplier’s website or via requesting a Quotation directly from one of the sales representatives or contact persons of Supplier. If a Customer requests Quotation(s) from Supplier for Services and/or Products, Supplier will prepare and send the Quotation to the Customer as soon as practicable in the form of a proposed Purchase Order, which will contain Supplier’s proposal for the requested Products and/or Services as well as the name, position, email address and phone number of Supplier’s Contact Person in charge of the Quotation. Supplier may ask for further specifications or clarifications prior to issuing the Quotation. A Quotation will automatically expire within 30 calendar days from the date of issuance indicated in the Quotation, unless otherwise indicated in the Quotation and Supplier also reserves the right to revoke any Quotation prior to concluding the relevant Contract with the Customer, unless such revocation is specifically excluded in the Quotation.

Customer accepts the Quotation by sending back the signed Purchase Order to the Contact Person of Supplier indicated in the Quotation or may use its own form of Purchase Order. Supplier confirms Customer’s Purchase Order via email sent to the Customer’s Contact Person appointed in the Purchase Order. The Contract is made between the Parties on the date of the email confirming acceptance of the Purchase Order by the Supplier. For the avoidance of doubt, the Contract’s commencement date will not be the Coverage Period Begin Date, which will be defined in the Contract. Supplier is under no obligation to accept and/or confirm any of the Purchase Orders, and any lack of response by the Supplier shall not be deemed as acceptance or confirmation of a request for Quotation by the Customer or a Purchase Order.

2.2. FRAMEWORK AGREEMENT, ADDITIONAL AND MULTIPLE ORDERS

If a Contract is made between the Parties the terms of this GENERAL TERMS OF BUSINESS will serve as framework Agreement even if a Coverage Period for a Product or the Services expire(s) and the Customer will be entitled to request Quotations under the terms of this GENERAL TERMS OF BUSINESS, as framework Agreement, and Parties will enter into Contracts under the terms of this GENERAL TERMS OF BUSINESS for the Products and Services as defined in the particular Contract.

If Customer requests Quotations in respect of Products or Services that are linked to previous Contracts during the term or Coverage Period of the same, Supplier will define the Coverage Period of the newly requested Products and Services in accordance with the term and Coverage Period of the previous, linked Products and Services. Products and Services will be deemed to be linked, if Supplier can identify a main Product and the newly requested Products and Services are linked thereto in terms of Use or purpose. In this case the newly made Contract will be deemed an amendment to the former Contract.

3. Grant of license

3.1. GENERAL

By agreeing to license a Product in a Contract, the Parties agree that Customer will be allowed to Use the Product for the Coverage Period in exchange for the License Fee. Customer will only be entitled to Use the Products in accordance with the Agreement. The license is non-exclusive and it is limited in time for the Coverage Period but it is unlimited in geographic scope, however, Customer will only be entitled to Use the Product under the license in its own operation in the countries where the Customer operates unless Customer is a Special Entity. Supplier does not transfer ownership or any rights to the Customer or the End Users other than the right to Use the Product.

3.2. RESTRICTIONS

Customer agrees not to: copy, reverse engineer; decompile, disassemble, or otherwise attempt to derive the Source Code for the Product; adapt, alter, translate, or create derivative works of the Product or any component thereof; or lease, rent, loan, sell, or otherwise transfer the Product or any component thereof to any third party. Special Entities will be entitled to sublicense, lease, rent, sell or otherwise transfer the Products (but not its components separately) in their entirety to their customers in connection with providing their respective services without any one of the above adapting, altering, changing the Products or their Source Code and without attempting to create derivative works of the Products. In case of Special Entities, the geographic scope of the license (and the consent to sublicense under this Section) will be the geographic scope of operation of the Special Entities’ customers.

3.3. LICENSE GRANTED TO SPECIAL ENTITIES

In case of Special Entities Sections 3.1 and 3.2 will apply as follows. Supplier and the Special Entity may agree to a License Model that is different from the License Models listed above. Contracts may contain additional rules on the terms of the License granted to the Special Entities. Special Entities must mark Supplier as owner of the Products.

3.3.1. MSSP SERVICE PROVIDERS

In case of MSSP Service Providers without prejudice to other terms of this Agreement the License includes the right to authorize contractors and consultants working on behalf of the MSSP Service Provider to exercise the above rights for MSSP Service Provider’s benefit. The License permits the MSSP Service Provider to Use the Product for its business purposes including, but not limited to, directly or indirectly providing MSSP solutions to its End Users or processing data of its End Users, providing remote access to the Product, and performing disaster recovery, disaster testing, and backup as the MSSP Service Provider deems necessary. MSSP Service Provider may provide the Product bundled with its other software applications and configuration tools to automate the Product’s deployment, installation, and removal. MSSP Service Provider will be entitled to install Products on its own End Users’ hardware in order to provide its own services. MSSP Service Providers will be entitled to sublicense Products to their End Users under the same terms as the terms of the License except for this subsection, i.e. MSSP Service Providers’ End Users will not be entitled to sublicense the Products and End Users will only be entitled to Use the Products for their own benefits without incorporating them to products or services.

3.3.2. VALUE ADDED RESELLERS

In case of Value Added Resellers without prejudice to other terms of this Agreement the License is limited to assessing and analyzing the Products for sales and other related business purposes. Value Added Resellers will not be entitled to Use the Products (other than as described in this Section). This License includes the right to hold demonstrations and workshops to potential End Users, however, Value Added Resellers will not be entitled to show the Source Code, means of operation or the Documentation of the Products.

3.3.3. OEM CUSTOMERS

In case of OEM Customers without prejudice to other terms of this Agreement the License includes the right to authorize contractors and consultants working on behalf of OEM Customer to exercise the above rights for OEM Customer’s benefit. The License permits the OEM Customer to Use the Product for its business purposes including, but not limited to, directly or indirectly providing its own solutions to its End Users or processing data of its End Users, providing remote access to the Product, and performing disaster recovery, disaster testing, and backup as OEM Customer deems necessary. The OEM Customer may provide the Product bundled with its other software applications and configuration tools to automate the Product’s deployment, installation, and removal. OEM Customer will be entitled to install Products on its own End Users’ hardware in order to provide its own services. OEM Customers will be allowed to change, alter, modify or adapt the Products in order to enable them to provide their services to End Users to the extent permitted by Supplier and agreed in a Contract or otherwise in writing prior to initiating any changes. OEM Customers will be entitled to sublicense Products to their End Users under the same terms as the terms of the License except for this subsection, i.e. OEM Customers’ End Users will not be entitled to sublicense, change, alter, modify or adapt the Products and End Users will only be entitled to Use the Products for their own benefits without incorporating them to products or services. OEM Customers will only be entitled to Use the Products if they incorporate the name of the Products or the Supplier in the signage, logo or insignia of their own products and services in the form as agreed by the Parties in a Contract.

3.4. LICENSE MODELS

Supplier licenses the Products in different License Models. The applicable License Models for the Products are published on Supplier’s website and will be included in a Contract.

3.5. KEYS

The Products may require a Key, which is provided with Customer during the purchasing process. This Key contains the data on the Coverage Period or other measurements and metrics relevant in respect of the Product or the License Model. Supplier reserves the right to limit the functionality of the Products whenever the Coverage Period is expired, or the relevant measurement threshold is exceeded. Supplier will provide a fair warning with a reasonable notice period before initiating any such measures.

3.6. COVERAGE PERIOD AND RENEWAL

The length of Usage of Products is starting from the Coverage Period Begin Date until the Coverage Period End Date. In case the Customer intends to Use the Product consecutively then Customer will request renewal of the Contract prior to the Coverage Period End Date. Supplier will propose a renewal Quotation to the Customer as soon as practicable. If Parties only agree to a renewal after the Coverage Period End date, the Coverage Period for the renewal will start on the day following the Coverage Period End Date. If Customer does not renew the Contract by the Coverage Period End Date in accordance with Section 2. of this GENERAL TERMS OF BUSINESS the relevant Contract will terminate automatically without any notice or warning whatsoever on the Coverage Period End Date and Supplier will be entitled to request Customer to remove the Products from its system and prove such removal to Supplier. Supplier will be entitled to restrict the Product’s function or otherwise inhibit Customer to Use the Products without accessing Customer’s systems. Supplier will be entitled to unilaterally define the means of renewal for the Contract.

3.7. TRIAL PERIOD

If Customer have downloaded or received the Product as an evaluation or trial version, then the Agreement shall apply to Customer during the evaluation period or trial period only, in accordance with its terms and conditions. Moreover, Customer expressly agrees that Customer will only Use the Product during the evaluation period only for purposes of evaluation of the Product, and not for any production or operational Use. The duration of the evaluation period will be 30 days from the first installation of the Product. The evaluation license permits the installation of the product to a maximum of ten (10) hosts. If, after the evaluation period, Customer decides to continue Using it, Customer must purchase a Product License. If, after the evaluation period, Customer chooses not to purchase a License, Customer must uninstall the Product from any and all machines to which it was installed on an evaluation basis and will show proof thereof. In case Customer fails to uninstall the Product after the evaluation period Supplier reserves the right to restrict its functions or in any other way inhibit Customer from Using the Product.

3.8. MAINTENANCE SERVICES; NO TECHNICAL SUPPORT IN THE SCOPE OF LICENSE

Technical Support Services are not provided to Customer under the License and Supplier has no obligation pursuant to the License or otherwise to provide such Technical Support Services to Customer unless agreed specifically otherwise in the Contract as per Chapter 4. Customer acknowledges and agrees that Supplier will not be liable to Customer or any third party for the failure to render any Technical Support Services under a License. Supplier will have no obligation to provide such support to Customer unless and until Customer purchases Technical Support Services and executes a Contract therefor or expands its current Contract’s scope to include Technical Support Services. Aside from its obligations pursuant to a Contract made for Technical Support Services, Supplier may, in its sole discretion, make error corrections, or bug fixes available to Customer. In addition, regardless of whether Customer enters into a Contract for Technical Support Services with the Supplier, all Maintenance Services and the results thereof provided under a License shall be treated the same as the Product under the License, and Customer’s Use shall be subject to the terms of the same Agreement. Supplier reserves the right to make changes to the Product without any prior notification, which may contain incompatibilities with previous versions of the Product; provided, however, that Customer is not obligated to use any Product having such changes. Supplier will maintain the current version of any Product and its preceding one major version that will be deemed to be the Product under the Agreement. Any other previous versions will be considered obsolete and Supplier will cease their maintenance and operation.

3.9. THIRD PARTY SOFTWARE

The Product may include third-party software. Supplier represents and warrants that it has full legal title to sublicense or otherwise grant Usage of any third-party software to Customer under the terms of the Agreement. In case the Usage of such third-party software is limited by any license agreement entered into between Supplier and any third-party. Supplier represents and warrants that the Product, and Customer’s Use thereof pursuant to the Agreement and any prior notification provided by Supplier to the Customer as per the above, will not infringe upon, misappropriate or otherwise violate any rights of any third party, including but not limited to any copyrights, patents, trade secrets, trademarks, or any other intellectual, industrial property or proprietary rights, or any rights of privacy or publicity, and shall not constitute a libel or slander upon any person or entity.

Supplier represents and warrants that the Product, the name, description, or any Product component is proprietary to Supplier regardless of whether there is an ® sign attached thereto. Supplier retains all copyrights, trade secret rights, trademarks, and any other proprietary rights relating to the Product. The Product is copyrighted by Supplier and may also contain copyrighted material of third parties in accordance with Section 3.9. hereof. All rights not expressly granted are reserved for Supplier.

All trademarks, trade names, domain names, copyrights, logos and designs used by Supplier (whether or not indicated with a ™ sign) in connection with its business shall be and remain the property of Supplier, or the owner of such, as applicable, and no rights to duplicate such property shall accrue to Customer or any third party unless expressly provided herein or unless written permission is granted by Supplier or the owner of such, as applicable. Customer shall include and shall not alter, obscure or remove any trademark or trade name used or claimed by Supplier, or any markings, logos, copyright notices, colors or other insignia which are contained on or in or affixed to any materials supplied to Customer by Supplier.

In case of Special Entities subject to the terms and conditions of the Agreement, Supplier hereby grants to Customer, during the Coverage Period, a non-exclusive, non-assignable and non-transferable right and license to use the Supplier trademarks in the promotion of the Products or the services of the Special Entity in a style and manner approved by Supplier in writing prior to such use. The Special Entity shall forward to Supplier for its prompt review and approval all forms of proposed advertising or promotional materials of Supplier, which include a Supplier trademark. Nothing herein shall give Customer any right, title, or interest in the Supplier trademarks except as expressly set forth in this Section. Any use of the Supplier trademarks shall inure to the benefit of Supplier. The Special Entity will not, during or after the Coverage Period, claim any ownership or similar interest in any of the Supplier trademarks. The Special Entity Customer agrees it will not, and it will not cause or assist any third party to, register or attempt to register, in its own name or otherwise, any of the Supplier trademarks or any other trademarks, service marks, or slogans owned by or associated Supplier or any derivative of any of these. In the event that the Special Entity secures or has secured in any jurisdiction any rights to any of the Supplier trademarks or any of such other marks or slogans, which are prior to or greater than the rights owned by Supplier, then the Special Entity shall immediately notify Supplier of same and, upon written request from Supplier, assign all of the Special Entity’s right, title, and interest therein to Supplier (or its designee). The Special Entity Customer and /or End User agrees to notify Supplier in writing of any apparent infringement of any of the Supplier trademarks, which comes to the attention of the Special Entity. Upon termination of this Agreement for any reason, all rights and licenses granted to the Special Entity hereunder shall terminate and revert immediately to Supplier and the Special Entity will immediately cease using the Supplier trademarks. The Special Entity acknowledges and agrees that the Supplier trademarks have a unique character giving them a peculiar value, the loss of which cannot reasonably or adequately be compensated for by monetary damages, and that the violation by the Special Entity Customer of the provisions hereof concerning the same or of Supplier’s rights therein are likely to cause irreparable damage and injury. The Special Entity Customer hereby expressly agrees that Supplier will be entitled to equitable relief to prevent or cure any violation or infringement or threatened violation or infringement of Supplier’s rights in the Supplier trademarks.

Unless otherwise agreed in a Contract, Special Entities will place Supplier’s name, logo or other signage on their products and services provided to their End Users.

3.11. AUDIT RIGHTS, REPORTING

Supplier is entitled to reasonably monitor Customer’s compliance with the terms of the License. Customer will be obliged to answer all Supplier’s questions, requests, enquiries in a timely manner and with enough details as requested by Supplier. Supplier may ask Customer to install certain software (NXLog Manager or another audit tool) to its systems where it uses the Products for the purposes of auditing the performance of the Agreement by Customer. In this case Customer will be obliged to Use this software as per the instructions provided by Supplier. Customer will not be entitled to change, alter, modify deconstruct, reverse engineer such software and will not be entitled to block, circumvent, limit or otherwise hinder the Usage of such software. Supplier may require Customer to send a full utilization report created by the NXLog Manager or other audit tool however under no circumstances shall Supplier access Customer’s computer equipment, systems or networks without Customer’s prior written authorization, which Customer may withhold at its sole discretion. The installed audit tool will not be capable of transferring data of any kind from Customer’s system. On the sole decision of Supplier, Special Entities will be obliged to provide regular (as defined in a Contract) reporting on the Use of the Products and their License to End Users. Details of such reporting are defined in separate Contracts.

4. PROVISION OF TECHNICAL SUPPORT SERVICES

4.1. INTRODUCTION

If so agreed by the Parties in a Contract the Customer will be entitled to receive Technical Support Services from Supplier under the terms and provisions as agreed in a Contract. Technical Support Services may be purchased separately from Products or jointly therewith. In a Contract covering Technical Support Services, Supplier will agree to provide Technical Support Services to Customer and Customer will pay the relevant fee for the services. Parties agree that the primary scope of the Technical Support Services is to provide reactive technical support to the Usage of the Products, execute troubleshooting, bugfixes, etc. that directly derive from the Products themselves and are not related to the implementation or the circumstances or environment of the Usage of the Products. The Parties agree that Technical Support Services are remote Incident resolution services. Any Incident resolution that requires action on the Site will not be covered in the Technical Support Services, but Supplier may undertake to perform such services subject to a separate Agreement.

4.2. PROVIDED SERVICES

Customers are able to purchase Technical Support Services by different Support Levels (Support Level 0 to Support Level 4 or SL0 to SL4). A Support Level is described by the availability, Response Times, number of authorized support contacts and number of support hours included. Available support packages are listed on Supplier’s website and are subject to be updated occasionally.

Technical Support Services are provided exclusively to the Customer for the benefit of the Customer. Customer cannot transfer, assign or otherwise sell Technical Support Services to third parties unless a separate managed services agreement specifically entitles the Customer to do so.

4.3. INCIDENT SEVERITY LEVELS

Reported Incidents are categorized by the following severity levels: Critical, High, Low. Incidents reported without a severity level are treated as Low by default.

Critical: An error that completely prohibits the use of the Product, affecting mission-critical applications and/or blocking critical business processes. A temporary workaround is not possible. Critical severity cannot be used in case of SL1 and SL0.

Example: losing logs on production systems. NB: ‘NXLog Manager down’ does not qualify as Critical.

High: An error that prohibits the use of one or more of the main functionalities of the Product. Business operations might be affected, but available with a limited functionality. A temporary workaround may be possible and is acceptable.

Example: temporary performance drops in log forwarding.

Low: An error that has minimal or no impact on business operations. General user enquiries related to product setup or use.

Example: reports of documentation errors, asking for guidance on configuration options, new product feature requests.

The Incident must be assigned one of the above severity levels by the Customer when reporting the Incident. After assessing the Incident, Supplier will be entitled to reasonably but unilaterally change the severity of the Incident without prior notification, consultation with Customer or without the obligation to provide reasoning. During the incident resolution process, Supplier occasionally might alter the severity of the Incident to reflect the actual severity level.

Severity of the Incident does not imply a quality issue, the Parties agree that this only serves as guidance for Supplier to organize and prioritize the performance of the technical Support Services. Parties agree that an Incident having higher severity will not be guaranteed to be resolved faster, since resolution time depends on the nature of the Incident not its severity.

4.4. AVAILABILITY

Availability is the time-frame Supplier is available to perform the Technical Support Services. Availability categories are as follows:

  • 8x5 - Support is available Monday to Friday between 9:00 to 17:00 UTC.

  • 24x7 - Support is available continuously 24 hours a day, including non-standard working days (weekends, holidays).

4.5. RESPONSE TIMES

The Response Time that applies to Incidents with the given severity level is listed below by Support Level (weekdays when support is not available in the relevant package are to be disregarded in relation to the below Response Times):

SL4 (24x7) SL3 (24/7) SL2 (8x5) SL1 (8x5) SL0 (8x5)

Critical

4h

24h

next weekday

n/a

n/a

High

24h

next weekday

2 weekdays

2 weekdays

2 weekdays

Low

next weekday

2 weekdays

3 weekdays

3 weekdays

3 weekdays

Supplier undertakes to use commercially reasonable efforts to respond to any new Incidents and Customer’s updates to open Incidents, within the time-frame described, considering the Customer’s Support Level and the Severity reported. Supplier reserves the right to set lower severity in case the Customer does not respond to requests for updates and further data within the same time-frame.

4.6. AUTHORIZED SUPPORT CONTACTS

Maximum number of support contracts that are entitled to open new support Cases and access/update existing ones on behalf of the Customer are listed below by Support Level.

SL4 SL3 SL2 SL1 SL0

max. number
of authorized
support contacts

5

5

5

2

2

On Customer’s request, Supplier may grant access to further personnel specified by the Customer, provided they successfully completed a technical support training held by Supplier as part of the Professional Services offerings.

4.7. SUPPORT HOURS INCLUDED IN SUPPORT LEVELS

Besides the main scope of troubleshooting and problem resolution, Technical Support Services include a limited number of hours that Customer can use to ask Product related questions and guidance on Product usage from Supplier.

SL4 SL3 SL2 SL1 SL0

yearly support
hours included

80

80

40

20

10

Supplier maintains a log of hours worked on such non-error related enquiries and reports it via the Support Ticketing System or on request from Customer. The minimum time spent on a non-error enquiry is 30 minutes. In case the total amount spent on such enquiries exceeds the number of support hours included in the Customer’s Support Level for the support period, Customer will need to extend the Support Level or buy another package of Technical Support Services or buy Professional Services in order to be able to raise further non-error related enquiries for the remainder of the support period. In general, support for new implementation projects is out of scope for Technical Support and covered by Professional Services.

4.8. SUPPORT TICKETING SYSTEM

Supplier will provide remote support for the Product over its Support Ticketing System. Customer is required to open incidents by opening a Case in the Support Ticketing System. Customer agrees and acknowledges that Supplier will only be obliged to accept and manage reported Incidents if received via the Support Ticketing System.

When entering into a Contract for technical Support Services, a customer account is created in the Support Ticketing System. Customer undertakes to register the contact personnel who are entitled to use the system on behalf of Customer. The Support Ticketing System is available only for registered users. Users and access rights to the customer Support Tickets are set when the relevant Contract is concluded by the Parties.

4.9. INCIDENT RESOLUTION AND RESPONSE

Supplier shall use commercially reasonable efforts to send a response within the Response Time and shall notify Customer that the logged Incident is in the initial stage of review. Failing to do so however will not be deemed a breach of the Agreement.

In order for an Incident to be properly investigated by Supplier, Customer will make reasonable efforts to provide all necessary information (log files, data samples, debug logs, configuration files, core dumps, packet traces, etc.) in a timely manner that will allow a joint technical support effort to be able to diagnose and reproduce the Incident.

Customer will make all reasonable efforts to support and cooperate with Supplier in resolving the problem remotely, for example, starting and executing self-tests or diagnostic programs, providing all necessary information, or performing basic remedial activities upon Supplier’s request. Customer is responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the Product(s) for reconstruction of lost, or altered files, data, or programs.

Supplier will send the support response with the problem resolution or answer regarding the reported Incident to Customer via the Support Ticketing System as soon as possible at its best effort.

5. Professional Services

Parties may agree in the provision of Professional Services by Supplier to the Customer in a Contract. Professional Services, among others, may cover support for system architecture design, consultancy and or training related to use of Supplier’s Products, and/or installation, implementation, configuration, upgrade etc. of Supplier’s Products in Customer’s environment.

Supplier provides the Professional Services in an agreed time-frame or on an hourly fee basis if it is more appropriate for the type of Professional Services ordered by Customer decided by the Parties in the Contract. Parties will define the timeline, hours to be spent on the provision of the Professional Services, means of provision of the Professional Services and other factors significant to the type of Professional Services.

Professional Services are provided exclusively to the Customer for the benefit of the Customer. Customer cannot transfer, assign or otherwise sell Professional Services to third parties or to its End Users only if Customer is a Special Entity and there is written agreement and authorization to resell Professional Services to its clients.

6. Miscellaneous

6.1. COMMUNICATION LANGUAGE

All communications will be conducted in the English language, unless the Parties mutually agree otherwise in writing.

By Using Products or utilizing the Services Supplier may reference Customer as a Customer of the Product or the Services in its printed and/or online sales and marketing literature. Customer may withdraw this right of the Supplier with a written notification anytime.

Customer agrees that Supplier may request feedback regarding the Product or Service from Customer that Supplier may use without restriction, subject to any confidentiality obligations herein. Any such feedback is provided “as is,” without representation or warranty of any kind, and any use of such feedback by Supplier is at its own risk.

6.3. TERM AND TERMINATION OF THE AGREEMENT

6.3.1. TERM

The Agreement is entered into by the Parties for an indefinite term. The Agreement is entered into and becomes effective on the date the first Contract is made by the Parties.

A Contract is made for the Coverage Period unless otherwise defined in the particular Contract.

6.3.2. TERMINATION

The Agreement or a Contract may only be terminated in the cases specified in this Agreement.

6.3.3. TERMINATION FOR CONVENIENCE

Parties agree that Contracts shall not be terminated for convenience.

Either Party may terminate the Agreement for convenience at any time by giving thirty (30) day written notice to the other Party, provided, however, there is not any effective Contract existing between the Parties. So long and until any Contract is in effect between the Parties, the Agreement may not be terminated for convenience.

6.3.4. Termination by Customer for Default of Supplier

Customer will be entitled to terminate a Contract with immediate effect if Supplier materially breaches the terms of the Agreement with respect to the Contract.

The following will be deemed material breaches:

  1. Supplier breaches its warranties as per Section 6.4 under any Contract (applicable to all Contracts);

  2. Supplier breaches its confidentiality obligations (only applicable to Contracts for Services);

  3. Supplier fails to remedy any breach of the Agreement after being properly notified by Customer and been given a proper deadline to remedy a breach (only applicable to Contracts for Services).

6.3.5. TERMINATION BY SUPPLIER FOR DEFAULT OF CUSTOMER

Supplier will be entitled to terminate a Contract with immediate effect if Customer materially breaches the terms of the Agreement with respect to the Contract.

The following will be deemed material breaches:

  1. Customer is in delay of paying an invoice with at least 30 calendar days under any Contract;

  2. Customer breaches the terms of the License of any Product under any Contract;

  3. Customer breaches its confidentiality obligations;

  4. Customer fails to remedy any breach of the Agreement after being properly notified by Supplier and been given a proper deadline to remedy a breach.

6.3.6. TERMINATION OF INDIVIDUAL CONTRACTS

Parties may terminate any Contracts pursuant to Sections 6.3.3. and 6.3.4. individually. Parties agree that if any of the Parties terminates an individual Contract, the Agreement, as framework agreement, and any other non-terminated Contracts will remain in force.

6.3.7. CONSEQUENCES OF TERMINATION

If a Contract is terminated Customer will be required to remove all installed instances of the relevant Products from its hardware that Supplier will be entitled to audit in accordance with the terms of this Agreement. Upon termination Supplier will be entitled to restrict the functions of the Products in accordance with this Agreement with due warning unless Supplier terminates the Contract with immediate effect. Upon termination of Contracts for the provision of Services, Supplier will cease to provide any part of any Service. Customer will not be entitled to claim refund for any unused support hours or other capacity for any unused Services nor for Products for the remainder of the relevant Coverage Period.

This Section will apply to termination of the Agreement mutatis mutandis.

6.4. REPRESENTATIONS AND WARRANTIES

6.4.1. EXCLUSION OF PRODUCT WARRANTY

As Customer has the opportunity to try the priced software with full functionality during a trial period in accordance with Section 3.7 (provided that Customer has fulfilled all software and hardware prerequisites to the Product that is the sole responsibility of the Customer), it accepts the Product “AS IS” (irrespective of the Customer actually evaluating and/or trying the Product during a Trial Period) and Supplier makes no representation and warranty as to its Use, performance, intended purpose, intended Usage, functionality, operation, compatibility with other software or hardware or otherwise regardless of whether Customer notified Supplier on its intentions, use cases, systems, operations, software and hardware used or intended to be used or the circumstances under which Customer intends to use the Products. In this regard, notification will also include any conversation, negotiation, correspondence, meeting, memorandum or any other document or exchange of information between the Parties and any representatives thereof. To the maximum extent permitted by applicable law, Supplier disclaims all other representations, warranties, and conditions, express, implied, statutory, or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. The entire risk arising out of use or performance of the Product remains with the Customer. Customer will be solely responsible for assessing the suitability of the Product for its intended Use. Customer hereby declares that it has read any and all Documentation or instructions, manuals. The occurrence of an Incident shall not qualify as a breach of the Agreement.

6.4.2. EXCLUSION OF WARRANTY FOR SERVICES

Supplier performs the Services on a best-effort basis. Supplier does not warrant that all Incidents can be fully resolved nor does it warrant that Incidents can be resolved in the manner, time-frame or by the means as requested or intended by Customer. Supplier undertakes to exercise all reasonable skill and care when performing the Technical Support Services. Supplier does not warrant that Professional Services will be suitable for the intended purpose of Customer. Supplier excludes warranty for any goal, KPI, purpose, success marker assumed by Customer to be pertaining to the Professional Services or implied during conversations or generally be included in such services, unless specifically agreed by Parties in a Contract.

6.4.3. LIMITED WARRANTIES

Supplier represents, warrants and covenants that it has full power and authority to enter into and perform the Agreement.

Customer represents and warrants that he/she has the authority to bind the company on whose behalf he/she is accepting the Agreement.

Supplier represents, warrants and covenants that:

  1. The Products and Services will be delivered and will perform in compliance with all applicable laws, rules and regulations, and granting the License of the Product to Customer shall not violate any laws, rules or regulations;

  2. Products will conform to its respective requirements, specifications and documentation;

  3. At the time of delivery to the Customer by the Supplier the Products will not have any viruses, worms, Trojan horses, stop code, back doors, malware or other malicious code designed to disable, damage, erase, infiltrate, obtain unauthorized access to, delay, monitor, shut down or otherwise compromise any software, hardware, data or content. Except as stated herein, to the maximum extent permitted by Applicable Law, Supplier disclaims all other representations, warranties, and conditions, express, implied, statutory, or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.

Supplier does not undertake any representation, warranty, guarantee, indemnity, covenant or any other form of comfort or liability, whether express or implied, other than the Warranties set forth in this Section 6.4. of this GENERAL TERMS OF BUSINESS.

The Customer acknowledges that, when entering into an Agreement, they did not rely on any other representation, warranty, guarantee, indemnity, covenant or any other form of comfort or liability than the Warranties set out in this Section 6.4. of this GENERAL TERMS OF BUSINESS.

6.5. LIMITATION OF LIABILITY

This limitation of liability claimed herein is to the maximum extent permitted by applicable law. Except for a Party’s gross negligence, willful misconduct or intentional breach of the Agreement.

  1. the maximum aggregate liability of each party for a Contract shall not exceed the fees paid pursuant to the Contract; and

  2. in no event shall a Party be liable for any costs of substitute products or services, or for any special, incidental, indirect, or consequential damage whatsoever (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of the Agreement or the use of or inability to use the Product or receive the Services, even if the Party has been advised of the possibility of such damage.

6.6. SPECIAL ENTITY INDEMNIFICATION AND LIABILITY, NO ENDORSEMENT

The Special Entity agrees to indemnify and hold Supplier harmless from all claims (including reasonable administrative and legal costs) by End Users or other third parties addressed to Supplier that directly or indirectly stem from the Special Entity’s breach of this Agreement, a Contract or the agreement between the Special Entity and the End User. Upon request by Supplier, the Special Entity will join any potential litigation on the side of Supplier initiated against Supplier by the End Users of the Special Entity.

The Special Entity is solely responsible for meeting the requirements of its agreement with End Users and Supplier will not be obliged to make any changes to this Agreement or to a Contract solely to allow the Special Entity to comply with its obligations especially taking into account changes in versions and maintenance of Releases by Supplier.

Supplier does not endorse, approve, recommend, warrant or guarantee any services provided by Special Entities and Special Entities will not make any representations or other statements to their End Users or other third parties to the contrary. This is a non-exclusive relationship and Supplier and the Special Entity are free to enter into the same or similar relationships with third parties and to market, promote, license and sell products and services utilizing Products.

6.7. PAYMENT TERMS

The License Fee and the fee for the Services are payable upfront and in full. Supplier will issue its invoice upon entering into a Contract and Customer will pay the invoiced sum + VAT (if applicable) upon receipt of the invoice.

Supplier accepts payments via the following methods:

  • International bank transfer (SWIFT).

  • SEPA bank transfer for EU based Customers.

  • ACH payment into Supplier’s US checking account for US and Canadian Customers.

Supplier on its sole decision may make available other means of payment (e.g. Credit or Debit Card) if requested by Customer in a request for Quotation subject to additional fees decided by Supplier from time to time. Supplier under no circumstances accepts cash payments. Supplier does not accept paper checks, mailed checks will be returned. Supplier will not send Customer voided checks for bank verification.

Fees are payable to the bank account presented on any particular invoice.

Supplier is entitled to apply a late payment interest of 8% above the base rate issued by the Hungarian National Bank (MNB.hu) applicable on the date of the original due date. Late payment fee can be invoiced any time but not later then 365 days of the original invoice.

6.8. SEVERABILITY

In the event any provision of the Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties, and the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby.

6.9. CONFIDENTIALITY

Each party shall maintain in strict confidence and not disclose to any third party any Confidential Information (as defined herein) of the other party, except to those of the Receiving Party’s representatives who actually need such material for the performance of the Agreement if such Receiving Party’s representatives have signed an agreement with confidentiality provisions no less stringent than those set forth herein; and as otherwise agreed to by the Parties in writing. The party disclosing "Confidential Information" is referred to in the Agreement as the "Disclosing Party" and the party receiving such "Confidential Information" is referred to as the "Receiving Party."

"Confidential Information" means, but is not limited to, all non-public information (whether written, in a printed document, computer disk or tape or retained as mental impressions) concerning research and development; annual and long-range business plans; marketing plans and methods; product specifications, software, business processes, customer lists, customer, supplier or other third-party data and information, contracts and bids; costs and pricing, any other trade secrets as defined by applicable law.

6.9.1. EXCLUSIONS

Confidential Information does not include:

  1. Information that is or comes within the knowledge of the public generally through no fault of the Receiving Party;

  2. Information, where the Receiving Party can evidence that it was previously known to it as a matter of record at the time of receipt from the Disclosing Party;

  3. Information that the Receiving Party may subsequently obtain lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations;

  4. Information that the Receiving Party may subsequently develop as a matter of record, independently of disclosure by the Disclosing Party; or

  5. Information where the Disclosing Party agree in writing to the disclosure, provided disclosure is made within the limitations, if any, established in such written approval.

6.9.2. DURATION

Confidential Information shall be kept confidential during the term of the Agreement, and for so long thereafter as applicable law requires, but either Party’s confidentiality obligations under the Agreement shall survive for a period of at least 3 years from the date of disclosure of applicable Confidential Information (save trade secrets) and indefinitely in terms of trade secrets.

6.10. INJUNCTIVE RELIEF

Each party acknowledges that disclosure of any Confidential Information by it or its employees shall give rise to irreparable injury to the other party not adequately compensated by damages. Accordingly, a Disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the undertakings in this Section in addition to any other remedies that may be available, without the requirement of posting bond.

6.11. COURT ORDER

Notwithstanding the foregoing restrictions, the Receiving Party may disclose Confidential Information to the extent required by an order of any court or other governmental authority, but only after the Receiving Party has notified the Disclosing Party and the Disclosing Party has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure.

6.12. NO PARTNERSHIP

Neither a Contract, nor any terms or conditions of the Agreement, shall be construed as creating a partnership, joint venture, agency or franchise relationship between the parties.

6.13. CONTACT PERSONS, CUSTOMER ACCOUNT, USER RIGHTS

Parties agree that for the purposes of day-to-day communication and operation the persons indicated in the Contract will be deemed to be the Contact Persons of the Parties.

Parties agree that any Party can unilaterally change the Contact Person in a written declaration (including electronic form) sent by the Contact Person or any person entitled to make binding and non-binding declarations on behalf of the Party. A Customer may appoint separate Contact Persons for separate Contracts. Customer may appoint in writing (including electronic form) other persons entitled to request and confirm Technical Support Services.

The Contract Person will be added to Customer’s user account with Supplier and will be entitled to give instructions issue and receive communications on behalf of the Customer. The Contact Person will be able to request Quotations, renewals and amendments to the Contracts and to issue Purchase Orders on behalf of Customer. Supplier will be entitled to accept all official Purchase Orders from Customer even if it was not issued by the Contact Person, but it is reasonable to believe that the Purchase Order is an official Purchase Order of Customer. Depending on the Product or the Service Supplier may grant access to Supplier’s online ordering platform to the Contact Person with admin rights. The Contact Person then may grant access to other Customer staff members enabling them to place Purchase Orders or otherwise order Products or Services from Supplier via its webshop. Customer will be solely responsible for monitoring access rights and staff member activity. Supplier will deem all orders and Purchase Orders placed via Customer’s account at Supplier’s platform as orders and Purchase Orders willfully placed by Customer after due consideration and having appropriate internal approval and all necessary consent given required from Customer’s management on the basis of any applicable laws, internal policies or instructions. These orders and Purchase Orders will be deemed legally binding and capable of forming the basis of a Contract. Customer and Supplier may agree in a Contract that only the Contact Person and other appointed persons are entitled to place orders via the webshop or issue Purchase Orders.

6.14. ENTIRE AGREEMENT

The Contract, its Annexes and this GENERAL TERMS OF BUSINESS contain the entire Agreement between the Parties with respect to the subject matter thereof. No verbal agreement, conversation, or representation between any officers, agents, or employees of the parties hereto, either before or after the conclusion of the Agreement, shall affect or modify any of the terms or obligations herein contained. No terms in any purported "shrink wrap," "click through" or "browse wrap" agreement, or in any online documentation or other non-negotiated communication, shall serve to limit the rights or the obligations or liability of the Parties, nor expand the rights or the obligations or liability of the Parties.

6.15. NO WAIVER

No terms or conditions under the Agreement shall be deemed waived and no breach or default excused unless the waiver or excuse is in writing and signed by the party to be charged. No delay in exercising rights or submitting claims will be considered a waiver.

6.16. NOTICES

All notices under the Agreement must be in writing and sent by certified mail, postage prepaid, return receipt requested or by a commercially acceptable overnight delivery Service unless expressly written otherwise in the Agreement. Notices shall be addressed to the Parties at their respective addresses under the Agreement or at another address as specified in writing by either Party. Notices shall be deemed given upon receipt or refusal of receipt or if the addressee cannot be found at the given address.

6.17. GOVERNING LAW, JURISDICTION

The Agreement shall be governed by the laws applicable in Hungary except for its private international law (i.e. the laws of Hungary cannot point to the application of another country’s laws or the jurisdiction of another country’s courts) and the courts of Hungary shall have jurisdiction in any legal disputes that may arise by and between the Parties.

6.18. AMENDMENT

The Agreement shall only be amended by the mutual written agreement of the Parties except for this GENERAL TERMS OF BUSINESS, which may be unilaterally amended by the Supplier at any time, with the limitation that for each Contract the GENERAL TERMS OF BUSINESS in effect at the date of concluding the Contract shall be applicable, until the expiry of the ongoing Coverage Period (or until the relevant Service package is exhausted) and thereafter, each time when the Contract is renewed or extended, the GENERAL TERMS OF BUSINESS in effect on the date of renewal or extension shall become applicable for the Contract.

6.19. TRANSFER AND ASSIGNMENT

Customer shall not be entitled to validly transfer and/or assign the Agreement, a Contract or any rights, claims and obligations thereunder to any third party without the Supplier’s written consent. Any transfer and assignment by the Customer contrary to this Section shall be void vis-a-vis the Supplier. Supplier shall be entitled to transfer and/or assign the Agreement, any Contracts or any rights, claims and obligations thereunder to any third party without the Customer’s written consent. Such transfer and/or assignment by the Supplier shall be effective vis-a-vis the Customer once notified in writing by the Supplier that such transfer and/or assignment took place.