Software Implementation

In order to achieve the completion of implementation services, the Licensee agrees to take services of Licensor Service Representative or Authorised Partner (hereinafter referred to as “Implementer”) , subject to the terms and conditions of this Agreement, to perform the following services (the “Services”) for the Licensee:

a.       Install the Software, perform necessary set up, configuration operations, perform initial user acceptance testing and parallel testing;

b.       Provide reasonable user training;

c.       Oversee and implement the Licensor software till go-live / sign-off.

Duties of Implementor

a.       Manner of Performance -- The Implementer shall perform the Services in accordance with this Agreement with reasonable care and shall comply with commercial reasonable instructions provided by the Licensee.

b.       Working Hours – The Implementer shall perform the Services under this Agreement during normal working hours of GSL which is 10:00 AM to 7:00 PM from Monday to Friday. Further, Implementer in reasonable manner try to adjust the timing as per the working hours of the Customer.

Duties of Licensee

a.       Cooperation by Licensee -- The Licensee acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Licensee and its staff and agrees to act reasonably and cooperate fully with the Implementer to achieve the Completion of Services.

b.       Required Programs. The Licensee acknowledges that the use of the Software requires that the Licensee obtain and install additional required software programs (the “Required Programs”), as communicated by the Implementer from time to time. Licensee agrees that the acquisition of the Required Programs shall be at its sole cost and that the cost thereof is not included in the fees herein. The Licensee further acknowledges that the operation of the Software requires the Licensee’s hardware to be of sufficient quality, condition and repair, and the Licensee agrees to maintain its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to facilitate the achievement of Completion of Services.

c.       Project Manager -- The Licensee shall appoint a dedicated project manager (the “Project Manager”) as SPOC who shall work closely with the Implementer to facilitate the successful completion of the implementation process and shall be responsible for supervising the staff of the Licensee and their co-operation with and participation in such process. The Project Manager shall only provide instructions to the Implementer.

d.       Additional Licensee Obligations

v    Licensee shall update maintenance release within a reasonable period of time of Licensee’s notification by Implementer of their availability. However, any fix or correction designated as “critical” by Implementer shall be implemented by Licensee within the notified period so that the Implementer planned activity goes on.

v    Licensee shall notify Implementer of suspected defects if any during the course of Implementation. Licensee shall also provide, upon Implementer request, additional data deemed necessary or desirable by Implementer to reproduce the environment in which such defect occurred.

v    Licensee shall provide to Implementer access to the designated computer System via the Licensee’s firewall to Ginesys remote connection software

v    Licensee shall ensure that its personnel are, at all times, educated and trained in the proper functioning of the Software in accordance with applicable Implementer instructions. If Licensee’s personnel are not properly trained as mutually determined by Implementer and Licensee, Licensee agrees that such personnel related training shall be handled by the Licensee Project Manager, and relevant cost based on the man-days shall be applicable .

v    Licensee shall make sure that proper software and hardware backup procedures are in place to avoid any event of loss data from any cause. Licensor shall not be responsible for any backup activities, and the Licensor will not be held responsible for any loss or damage in this regard.

e.       Licensee shall have the responsibility for:

v  The performance of any tests it deems necessary prior to the use of the Software after the adequate quality assurance testing done by Implementer in all material respects with the planned schedule delivery finalized in this Agreement.

v  Assuring proper designated hardware, configuration, verification, audit controls and operating methods in software (assuming Implementer has provided clear requirements to Licensee as to the necessary to properly operate the software).

v  Implementing proper procedures to assure security and accuracy of data input and precautionary measures to recovery in the event of malfunction (assuming Implementer has provided clear instructions to Licensee as to the necessary input, and recovery procedures unique to the Software).

v  Timely upgrade and keeping current all third-party license, releases and/or Software products to meet the requirements of the Implementer Software as communicated from time to time by Implementer.

Stages of Services

For descriptive purposes, this provision is intended to set out the two stages pertaining to the Services and the ongoing support and maintenance of the Software. They are as follows:

a.       Start to Completion of Implementation Services – during this stage, all Services as agreed between the Parties in the scope of work will be performed..

b.       Handholding Phase – following the Completion of Implementation Services, for so long as a Maintenance Agreement is in effect, till that period any additional services or involvement of Implementer shall be charged additionally as per the prevalent rates at that point in time as communicated by the Licensor.

System Requirement

List of recommended hardware shall be provided by the Licensor, which the Licensee will purchase through its own procurement process.

a.       Except as otherwise provided in this Agreement, Licensee shall be responsible for the installation of the Software or Hardware. Implementer shall not be responsible for installation of any recommended hardware.

b.       Implementer makes no warranties, express or implied, with respect to the performance, malfunction or accuracy of system if the recommended Hardware is not provided or in case it is procured or arranged from any 3rd party services like Cloud Services.

Implementation Terms

a.       Licensee shall pay for the Services Charges on a monthly basis on an actual effort basis within 7 days of raising of invoice against such Services.

b.       Completion of the Services under this Agreement shall be deemed to have occurred upon getting implementation sing off. In case there is any reasonable reason for material rejection of such completion of Services it should be officially communicated within 7 days of completion of services otherwise that shall be considered to be deemed singed off and accepted by the Licensee. 

c.       The parties agree that although this Agreement may contain estimated prices for the 3rd party System Software, however any maintenance of such 3rd party System Software shall be provided solely by the third-party software companies through separate agreements between Licensee and such third-party software companies. In no event shall Implementor or Licensor shall be held responsible for such System Software maintenance.

Representations And Warranties

For so long as Licensee installs or permits the installation of Maintenance Releases provided by Implementor in accordance with Support and Maintenance Agreement, the following warranties shall be in force and effect:

(a) Software Warranty. Implementor hereby warrants and represents that, commencing on the date of Completion of Services, that:

(i) The Software, as installed and configured on Licensee’s systems, and subject to Maintenance Releases, will perform in accordance with and conform to the applicable Documentation in all material respects, and

(ii) This warranty is void if the Licensee or any other third party changes or modifies the Software. Examples of such changes or modifications include, but are not limited to, data modifications from third party software (except for integrated System Software), the de-compiling and modifying of the source code, and tampering with the base set-up of the system.

(b) Virus Protection Warranty. Implementor hereby warrants and represents that, any time the Software or any Maintenance Releases are delivered to Licensee, whether delivered via electronic media or the Internet, no portion of the Software or Maintenance Releases, or the media upon which it is stored or delivered, will contain any computer programming code that damages or otherwise improperly affects data files or hardware without the knowledge or consent of the user, including but not limited to self-replicating and self-propagating program instructions commonly referred to as “viruses” or “worms” to the extent such viruses or worms are detectable by commercially available detection software. Implementor warrants that the Software shall be free from any back door, time bomb, drop dead-devise, or other software routing designed to disable a computer program automatically with the passage of time or under the positive control of persons other than the Licensee’s personnel.

(c) Support Services Warranty. Implementor hereby warrants and represents that each of its employees, independent contractors or agents assigned to perform any Services or provide any technical assistance in configuration, development and implementation, training, use and related services under the terms of this Agreement shall have the skill, training, and background reasonably commensurate with the level of performance or responsibility required, so as to be able to perform in a competent and professional manner.

(d)    Except as provided under this Agreement (including but not limiting to all the Parts of this Agreement), GSL disclaims all other warranties, express or implied, statutory or otherwise, as to the quality, performance, durability, including any warranty for merchantability or fitness for a particular purpose and all such warranties, conditions, undertaking and terms are hereby excluded to the fullest extent permitted by law.

Limitation of Liability – The limitation of liability will be in accordance with Clause 8 (Limitation of Liability) of the End User License Agreement.