Terms and Conditions

Cam Licence and Support Agreement

This Agreement is a legally binding agreement between you and Cam Systems Limited of Unit B, Draycott Business Park, Cam, Dursley, Gloucestershire GL11 5DQ (“Cam”).

Cam has supplied or will supply to you the Software detailed below which contains additional functionality to the previous version supplied and by installing, copying, backing-up or otherwise using the Software, you accept from Cam a licence to use the Software and agree to be bound by the terms and conditions of this Agreement.

If you do not agree to these terms and conditions, you are NOT licensed to use the Software. Use of unlicensed Software may result in severe civil and criminal penalties.

This Agreement grants you a licence to use the Software on the terms and conditions contained in this Agreement as set out below.

1. Definitions
   In this Agreement (except where the context requires otherwise) and in addition to the words defined elsewhere in this Agreement, the following expressions shall have the following meanings:
   1. 1.1 “Agreement”: this Cameo Licence and Support Agreement together with the Service Level Agreement attached in the Schedule;
   2. 1.2 “Authorised Users”: the number of users for which you have purchased licences for the Software;
   3. 1.3 “Cam”: Cam Systems Limited of Unit B, Draycott Business Park, Cam, Dursley, Gloucestershire GL11 5DQ;
   4. 1.4 “Cam Software Support”: the software support services set out in clause 5 which will be provided during the Support Hours specified in Part 2 of the Schedule, but excluding the Exclusions;
   5. 1.5 "Documentation": all of the printed materials and/or printed copies of any on-line or electronic documentation supplied by Cam for use with the Software;
   6. 1.6 “Enhancements”: additional functionality in respect of and/or enhancements to the Software;
   7. 1.7 “Error”: a faulty operation of the Supported Software;
   8. 1.8 “Exclusions”: those items which are specified in Part 4 of the Schedule and excluded from the ambit of Cam Software Support;
   9. 1.9 “Interim Release”: any new release of the Supported Software released by Cam to the Licensee that contains bug fixes and/or corrections prior to the provision of a New Software Version;
   10. 1.10 "Licensee": you being an individual or representative of a single entity or company that is entering into the Agreement;
   11. 1.11 “New Software Version”: any new version of the Supported Software provided by Cam to the Licensee without additional charge as part of Cam’s Version and Release Control Program that contains bug fixes and/or corrections;
   12. 1.12 “Services”: any development, implementation or other consultancy services provided by Cam to the Licensee in connection with the Software;
   13. 1.13 "SLA": the Service Level Agreement applicable to the Cam Software Support set out in the Schedule;
   14. 1.14 "Software Copies": the actual copies of all or any portion of the Software, including backups, updates, merged or partial copies permitted hereunder or subsequently supplied by Cam;
   15. 1.15 “Software”: such of the computer programs, associated database structures/files and electronic documentation as developed and marketed by Cam and delivered to the Licensee which shall include (without limitation) Cameo Intro: Max and Quantum v2.97, Cameo Intro: Max and Quantum v2.98, Cam GL v1.711 or above, Cameo integrated Added-value Software and MIDaS EDI Modules and all derivatives, together with any updated or new versions of such software subsequently supplied to the Licensee by Cam or a Cam Authorised Agent and shall, unless the context otherwise requires, include a reference to any part of such software or a copy of such software;
   16. 1.16 “Supported Software”: the Software specified as being “Supported Software” in Part 1 of the Schedule;
   17. 1.17 “Support Process”: the support process detailed in Part 2 of the Schedule; and
   18. 1.18 “Third Party Claim”: a claim by a third party that the Licensee’s use of the Software in accordance with the terms of the Agreement constitutes a breach of such third party’s copyright;
   19. 1.19 “Version and Release Control Program”: Cam’s version and release control program that comprises:
       1. 1.19.1 regularly reviewing, updating and developing the Software by incorporating bug fixes and/or corrections;
       2. 1.19.2 undertaking appropriate testing of such updated Software; and
       3. 1.19.3 creating a new version of the Software for release to the Licensee at least once per year; and
   20. 1.20 “Working Day”: any day within Monday to Friday inclusive from 0830 to 1800 inclusive but excluding public and statutory holidays.
2. Licensee Rights Granted
   Subject to having a valid licence to use the Software pursuant to the Agreement the Licensee may:
   1. 2.1 only allow the Authorised Users to use the Software;
   2. 2.2 make and maintain only such backup copies of the Software as are expressly permitted by law and only in accordance with the terms set out in the Agreement. Such copies shall remain the property of Cam. The Licensee shall maintain a written record of each repctionof the Software and the Licensee shall produce such record to Cam on request;
   3. 2.3 install the Software on its own internal computer(s) only; and
   4. 2.4 use the Software an the Documentation only for processing its own data and may not use or attempt to use the Software or the Documentation to provide a data processing service to any third party by way of trade or otherwise or as part of a network.
3. Restrictions
   The Licensee may not:
   1. 1. 3.1.1 make or permit others to make copies of the Software save as provided in clause 2.2;
      2. 3.1.2 without Cam’s prior written consent make or allow third parties to make copies of Documentation except that the online, electronically stored documentation may be printed in hard copy form in small sections only provided the use of such documents are for internal use within the Licensee’s organisation;
      3. 3.1.3 allow use of the Software by any person who is not an Authorised User unless the Licensee pays for and obtains a separate licence from Cam for each additional user;
      4. 3.1.4 assign, transfer, sell, lease, rent, publish, charge, or otherwise deal in, or encumber the Software, Software Copies, Documentation or use on behalf of or allow access of the same to any third party except as expressly permitted by law;
      5. 3.1.5 incorporate or merge the Software into any other software except software that shall be used solely by the Licensee provided that upon termination of the Agreement howsoever the Licensee shall remove the Software from any other program or other software with which it has been merged;
      6. 3.1.6 cause or permit any modification, additions or enhancements to the Software (without Cam’s prior written consent) and the Licensee undertakes not to cause or permit the reverse engineering, alteration, disassembly, decompilation, translation, adaptation of or other interference with the Software or take any action inconsistent with Cam’s ownership of the Software or Documentation;
      7. 3.1.7 alter, remove, destroy or obscure the copyright or trademark notices or other proprietary marks of Cam and/or its suppliers placed on or in the Software or its carrier medium or on any Documentation. The Licensee shall incorporate such proprietary markings in any copies and in any derivative material; or
      8. 3.1.8 use the Software, Software Copies or Documentation outside the United Kingdom without the prior written consent of Cam. Such consent will not be unreasonably withheld but the Licensee will require an additional Agreement for the country of use and must comply with any applicable export control laws.
   2. 3.2 Furthermore:
      1. 3.2.1 the Software is licensed for use as a single product and neither the Software programs nor any update or upgrade to the Software may be separated for use by another party or use on another computer system;
      2. 3.2.2 unauthorised access and/or tampering with any of the Software’s copy protection systems is strictly prohibited. Cam reserves the right to terminate the Agreement upon evidence of such activity by the Licensee. The provisions of clause 7.6 of the Agreement will apply in this case; and
      3. 3.2.3 Cam reserves the right to modify the Software's copy protection systems at any time during the term of the Agreement. The Licensee agrees to allow Cam or its authorised representative unrestricted access to the Software for this purpose.
   3. 3.3 Suppliers to Cam of the Software (or part(s) of it) may enforce Cam’s rights under the Agreement.
4. End User Licence Agreement
   1. 4.1 Without prejudice to the rights reserved and granted to Cam by the terms of the Agreement, with effect from the date of the Agreement Cam hereby grants the Licensee a non-exclusive and non-transferable licence to use the Software, Software Copies or Documentation in the United Kingdom upon the terms of the Agreement subject to termination pursuant to these terms.
   2. 4.2 The Licensee shall not acquire any title, copyright or other proprietary rights whatsoever in or to the Software, the Software Copies or the Documentation.
   3. 4.3 The Software, Software Copies and Documentation remain confidential intellectual property and information of Cam and/or its suppliers and all copyrights, trade marks and other intellectual property rights remain the exclusive property of Cam and/or its suppliers.
   4. 4.4 The Licensee agrees to use all reasonable efforts to protect the Software from unauthorised use, reproduction, distribution or publication and hereby undertakes to: (i) keep Cam fully informed of any such unauthorised use, reproduction, distribution or publication; and (ii) co-operate with Cam should legal action be required to protect Cam's intellectual property rights.
   5. 4.5 United Kingdom Copyright Law and International Treaty provisions protect the Software, Software Copies and Documentation.
   6. 4.6 All rights not expressly granted in the Agreement are reserved by Cam.
5. Cam Software Support and Services
   1. 5.1 In the event that the Licensee encounters any Errors the Licensee will:
      1. 5.1.1wherever possible, nominate one person within the Licensee (the “Co-ordinator”) to field and log support issues from Software users and collate all such problems; and
      2. 5.1.2 undertake basic network, hardware and service checks including using the information and procedures supplied by Cam to diagnose and resolve the Error (“Licensee Support”).
   2. 5.2 The Licensee may refer any Errors to Cam that are within the ambit of Licensee Support (undertaking initial checks and recommended troubleshooting tasks) provided that the Licensee agrees to pay for all work undertaken by Cam in the resolution of such Errors at Cam’s then current daily rates.
   3. 5.3 Subject to clause 5.4, to the Licensee complying with clause 5.1 and to receipt of the applicable support fees Cam will provide the Licensee with Cam Software Support, on the terms of the Agreement including the SLA, which shall comprise the following:
      1. 5.3.1 maintaining the Supported Software in working order by delivering New Software Versions in accordance with Cam’s Version and Release Control Program;
      2. 5.3.2 investigating and endeavouring to correct any Errors notified to Cam by the Licensee in accordance with the Support Process; and
      3. 5.3.3 making any necessary modifications to the Software required as a result of a change to or introduction of any applicable legislation, provided that the Licensee’s installed system allows such modifications.
   4. 5.4 The Licensee agrees that it will undertake all troubleshooting tasks recommended by Cam’s technical staff.
   5. 5.5 New Software Versions will be supplied to the Licensee free of charge in accordance with Cam’s Version and Release Control Program. Following the release of a New Software Version, Cam reserves the right to withdraw Cam Software Support for any release of the Software other than the current and one preceding version.
   6. 5.6 Cam Software Support shall be made available to the Licensee for the initial period of one year from the date of the Agreement and thereafter until notice is given in accordance with this clause 5.6. Cam may cease to provide Cam Software Support provided that it has given the Licensee at least six months’ prior written notice thereof such notice to expire on or after the expiry of the initial one year period.
   7. 5.7 Where an Error categorised as severity level 1, 2 or 3, in accordance with Part 3 of the Schedule, requires a product fix, Cam reserves the right to issue an Interim Release in order to resolve such Error and to maintain operational stability by agreement with the Licensee from time to time.
   8. 5.8 Where an Error categorised as severity level 4 or 5, in accordance with Part 3 of the Schedule, requires a product fix Cam reserves the right to issue general product fixes only on a periodic basis as part of its Version and Release Control Program.
   9. 5.9 Development, implementation or other consultancy services that are outside the scope of Cam Software Support can be provided by Cam as additional consultancy services for which Cam shall charge the Licensee a fee. Such services will be provided at Cam’s then current daily rates for consultancy services plus reasonable travel and subsistence expenses.
   10. 5.10 If the Licensee contacts Cam regarding Errors that are due to the Licensee’s internet network, hardware, software and/or its communications infrastructure or that are due to Exclusions then Cam shall be entitled to charge the Licensee for all time taken in handling or dealing with any such matter at Cam’s then current daily rates plus reasonable travel and subsistence expenses.
   11. 5.11 Cam reserves the right from time to time at its sole discretion, as it considers appropriate, to vary the services that are provided as Cam Software Support including the applicable processes. Cam will not exercise this right so as to reduce materially the quality of the service offered. Cam will give the Licensee at least 30 days’ written notice of any such variations to the Cam Software Support.
   12. 5.12 Where Cam releases an updated version of the Software that includes Enhancements, Cam reserves the right to charge additional licence fees for the use of such Enhancements.
6. Payment Terms
   1. 6.1 Cam invoices Licensees quarterly in advance for Cam Support Services. The Licensee shall pay to Cam all fees and charges due under this Agreement within 30 days of invoice date. Where applicable, VAT and any other taxes or levies due shall be paid additionally at the then prevailing rate. Any firm prices quoted are with errors and omissions excepted.
   2. 6.2 Except as expressly stated otherwise in this Agreement all payments payable to Cam under this Agreement shall become due immediately upon termination of this Agreement, howsoever arising.
   3. 6.3 If payment is not received by Cam in accordance with clause 6.1 then it will send the Licensee a formal written reminder of such overdue payment.
   4. 6.4 If no payment or purchase order is received within 45 days of invoice date, without prejudice to any other rights it may have, Cam may suspend the Cam Software Support until such time as all payments due including all interest accrued and any costs incurred have been paid in full.
   5. 6.5 If no payment or purchase order is received within 60 days of invoice date, Cam will terminate the Cam Software Support and send the Licensee a formal termination notice. If Cam sends the Licensee a formal termination notice pursuant to this clause 6.5, the Licensee will be subject to the then current Cam reinstatement policy detailed in clause 7.5.
   6. 6.6 The Licensee shall make all payments due under this Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Licensee has a valid court order requiring an amount equal to such deduction to be paid by Cam to the Licensee.
   7. 6.7 Without prejudice to its right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and to any other rights of Cam in the event of the Licensee failing to pay any sums due to Cam on time or at all notwithstanding delivery of a written reminder to the Licensee, Cam shall be entitled to:
      1. 6.7.1 charge interest on overdue invoices at a rate of 3% above the base rate of Barclays Bank plc from time to time, accruing on a daily basis and compounded quarterly, from the due date until the date of payment, both before and after judgement; and
      2. 6.7.2 reclaim from the Licensee all costs and expenses (including legal costs) incurred in the collection of overdue amounts from the Licensee.
   8. 6.8 The terms of this Agreement shall take precedence over any terms and conditions specified in any purchase orders issued by the Licensee unless agreed in writing by both parties.
   9. 6.9 This clause shall survive termination of this Agreement.
7. Termination
   1. 7.1 The Agreement shall terminate forthwith if the Licensee shall convene a meeting of its creditors or if a proposal shall be made for a Voluntary Arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other scheme or arrangement with or assignment for benefit of its creditors, or if the Licensee shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Licensee or if a petition is presented or a meeting is convened for the purpose of considering a resolution or if other steps are taken for the winding up of or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) in respect of the Licensee.
   2. 7.2 The Agreement may be terminated forthwith by either party if the other party commits any material breach of any term of the Agreement and which (in the case of a breach which is capable of being remedied) shall not have been remedied within 30 days of receipt of a written request to remedy the same.
   3. 7.3 The Agreement may be terminated forthwith by Cam if at any time the Licensee is in breach of any obligation to pay to Cam any fees due in respect of the Services.
   4. 7.4 The Licensee may cancel the Cam Software Support by giving Cam at least three months’ prior written notice. However, in so doing the Licensee will be subject to the then current Cam reinstatement policy regarding further Cam Software Support in respect of the licences for which Cam Software Support was cancelled as set out in clause 7.5. Cam will honour in full any current term of Cam Software Support that has been prepaid in full.
   5. 7.5 At any time after termination of the Cam Software Support by Cam pursuant to clause 6.5 or by the Licensee pursuant to clause 7.4 the Licensee may reinstate Cam Software Support for the relevant Supported Software provided that:
      1. 7.5.1 the Licensee pays to Cam all backdated software support fees in respect of such Supported Software in full;
      2. 7.5.2 the term of backdated Cam Software Support is from the date of expiry of the Cam Software Support until the date that the Licensee wishes to reinstate Cam Software Support; and
      3. 7.5.3a reinstatement fee will be payable by the Licensee to Cam equal to 25% of the backdated software support fees.
   6. 7.6 Upon expiry or termination of this Agreement by either party, the Licensee undertakes immediately to cease to use the Software and agrees to return to Cam all Software Copies and Documentation and to ensure that the Software is removed from all of the Licensee's computer systems and destroyed. The Licensee's obligations not to decompile, disassemble or reverse engineer the Software shall survive termination of the Agreement for any reason.
   7. 7.7 The Licensee agrees that it will not at any time re-create or attempt to re-create the Software or the Documentation.
   8. 7.8 The rights and obligations of both parties under the Agreement which have accrued up to the date of termination shall survive and continue in force notwithstanding termination of the Agreement for any reason whatsoever.
8. Warranty and Liability
   1. 8.1 For a period of 30 days from the date of the Agreement, Cam warrants that the Software will perform substantially in accordance with the product description in the Documentation.
   2. 8.2 Cam specifically does not warrant that the Software will meet the business or any other requirements of the Licensee, nor that operation of the Software will be uninterrupted and error free.
   3. 8.3 The Licensee’s sole and exclusive remedy under the warranty given in Clause 8.1 shall be limited to the correction or replacement of the Software in whole or in part.
   4. 8.4 Cam does not warrant and shall not be liable for any failure of the Software to provide any facility or function not described in the Documentation or for any failure of the Software if alterations to the Software have been made by any third party without Cam’s prior written consent.
      
      THE LICENSEE’S ATTENTION IS PARTICULARLY DRAWN TO SUB-CLAUSES 8.5, 8.6, 8.7 AND 8.8.
   5. 8.5 Except as stated in clauses 8.1, 8.9 and 8.10 the Software is provided without any warranty whatsoever and all warranties, expressed or implied by operation of law or otherwise for the Software (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Agreement to the fullest extent permitted by law.
   6. 8.6 Subject to clause 8.13, the liability of Cam to the Licensee for direct loss or damage whether in contract, tort (including negligence) or otherwise arising out of or in connection with its performance or its total or partial failure to perform in accordance with the terms of the Agreement (except in respect of Cam Software Support), shall be limited to and shall not in any circumstances exceed the refund of the fees paid to Cam by the Licensee for the Software.
   7. 8.7 Subject to clause 8.13, the liability of Cam to the Licensee for direct loss or damage whether in contract, tort (including negligence) or otherwise arising out of or in connection with its performance or its total or partial failure to perform Cam Software Support in accordance with the terms of the Agreement, shall be limited to and shall not in any circumstances exceed the refund of the fees paid to Cam by the Licensee for the Cam Software Support during the year in respect of which a claim is made.
   8. 8.8 Cam shall not in any circumstances be liable whether in contract, tort (including negligence) or otherwise for any incidental, indirect, special or consequential loss or damage in connection with, or arising out of, the furnishing or functioning of the Software, however arising including but not limited to loss of profit, loss of contracts, loss of data, loss of operational time or effectiveness, loss of any anticipated savings or loss of use of any hardware or process suffered or incurred directly or indirectly by the licensee.
   9. 8.9 Cam warrants that the Services will be carried out with reasonable skill and care.
   10. 8.10 Cam warrants that the Licensee’s use of the Software in accordance with the terms of the Agreement will not infringe any third party copyright and will compensate the Licensee for any net loss it suffers in respect of a Third Party Claim provided that the Licensee agrees to: (i) notify Cam of any Third Party Claim as soon as practicable on receipt of the same; (ii) promptly on request agrees to pass conduct and control of the defence of such Third Party Claim to Cam; and (iii) provide Cam (at Cam’s expense) with all reasonable assistance in the defence of or otherwise dealing with such Third Party Claim.
   11. 8.11 In the event of a Third Party Claim Cam may, at its option and expense:
       1. 8.11.1obtain the right for the License to continue to use the Software;
       2. 8.11.2modify or replace the Software so that it does not infringe any third party copyright; or
       3. 8.11.3reimburse the Licensee the licence fees which the Licensee has paid Cam in respect of the Software less a sum equal to the value that the Licensee has received from use of the Software until the date of the Third Party Claim and, except as provided in clause 8.10, Cam’s action taken pursuant to this clause 8.11 shall be the Licensee’s sole remedy in respect of any breach by Cam of the warranty given in clause 8.10.
   12. 8.12 The Licensee will indemnify Cam in respect of any claim for loss, damage or injury of any person or property occasioned by or arising from the Licensee’s possession, operation, use or modification of the Software and/or the Documentation which is not in accordance with the terms of the Agreement.
   13. 8.13 Nothing in the Agreement excludes or limits the liability of Cam for death or personal injury caused by its negligence or fraudulent misrepresentation.
9. Confidentiality
   1. 9.1 The Licensee acknowledges that the Software, Software Copies and Documentation embody and constitute valuable confidential proprietary intellectual property and information of Cam and/or its suppliers which is not obtainable, except from Cam, its suppliers or its authorised agents, and that Cam and/or it suppliers would be damaged if such information was disclosed to others.
   2. 9.2 The Licensee undertakes to keep confidential the Software, Software Copies and the Documentation and shall not divulge the same to any third party without the prior written consent of Cam.
   3. 9.3 Cam and the Licensee shall keep confidential all information of the other party designated as confidential and obtained under or in connection with the Agreement and shall not divulge the same to any third party without the prior written consent of the disclosing party.
   4. 9.4 Cam and the Licensee may divulge confidential information of the other party only to those employees bound under equivalent conditions of confidence who are directly involved in the use of the Software and shall ensure that such persons are aware of and undertake to comply with these obligations of confidentiality.
   5. 9.5 The provisions of this clause shall not apply to any information which:
      1. 9.5.1 is or becomes public knowledge other than by breach of the Agreement;
      2. 9.5.2 the receiving party can prove was in the possession of the receiving party without restriction before the date of receipt from the disclosing party; and/or
      3. 9.5.3 is obtained from a third party who is lawfully authorised to disclose the same.
   6. 9.6 The parties acknowledge that any breach of the Agreement (other than a failure to make payment) may injure the other party irreparably and that money damages alone may not be a sufficient remedy for such a breach. Accordingly it is agreed that (apart from in the case of a failure to make payment) each party shall be entitled to specific performance and/or injunctive relief without proof of damage, from any court, in addition to all other remedies available under the terms of the Agreement.
   7. 9.7 Notwithstanding the termination of the Agreement for any reason whatsoever, the obligations of both parties as to disclosure and confidentiality shall remain in force for a period of five years following termination.
10. Non-solicitation
    For the duration of the Agreement and for a period of 6 months following its termination, neither party shall, except with the other party's prior written consent, solicit the employment of or seek to engage under a contract of employment or a contract for the provision of services (either directly or indirectly through a company or other legal entity) persons who are or have been in the previous three month period in the employment of the other party and directly involved in the use or support of the Software.
11. General
    1. 11.1 The Agreement constitutes the entire understanding and agreement between Cam and the Licensee regarding the Software, Software Copies, Documentation and Cam Software Support and supersede any prior purchase order, communications, advertising, or representations by agents, employees, distributors and dealers of Cam whether made in writing or orally.
    2. 11.2 The Agreement may only be modified in a written amendment signed by an authorized representative of Cam.
    3. 11.3 If any provision of the Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of the Agreement.
    4. 11.4 The failure to exercise or delay in exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
    5. 11.5 Cam may assign or otherwise transfer the Agreement in whole or in part or any benefit or interest therein to any person. The Licensee may not assign or transfer the Agreement in whole or in part or any benefit or interest therein to any person whatsoever except with the prior written consent of Cam.
    6. 11.6 Except in respect of suppliers to Cam who shall be entitled to enforce the terms of the Agreement insofar as they relate to the products supplied to Cam, no term of the Agreement shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right of a third party which exists other than pursuant to that Act.
    7. 11.7 Neither party shall be liable for any delay or failure caused by circumstances beyond its reasonable control including, without limitation, any strikes, lock out or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, changes to hardware or computer operating systems which could not have reasonably been foreseen, accident, breakdown of plant or machinery, fire, flood or storm or default of suppliers or sub-contractors.
    8. 11.8 The Agreement shall be governed by and construed in accordance with English Law and Cam and the Licensee agree to submit to the exclusive jurisdiction of the English Courts.

The Schedule
Service Level Agreement

Part 1: Supported Software
Cameo and Cam Developed Software covered under Cam Software Support

The Software supported by Cam Software Support is:

* A subsidised upgrade from Cameo Intro to Cameo Max is available – please call Cam Sales on 01453 891000
** An early upgrade to Depot Link using Windows FTP protocols is recommended

Part 2: Support Process
Support Hours

Cam Software Support is available at the following times:
Monday to Friday: 08.30 – 18.00
Saturday: 09.00 to 13.00
excluding UK statutory and public holidays.

Out of hours support will not be provided as part of the Cam Software Support.

Logging and Tracking Requests

If the Licensee encounters any Error the Licensee should contact Cam Support on 0845 310 6543. Licensees will be greeted with a touch tone routing option to direct their call. The Licensee must select the appropriate option dependant upon the nature of its call, at which point it will be routed to a support technician/call handler.
For each specific support request, Cam’s call handler will ask a series of questions to investigate the nature and severity of the Error. Where call nature and call volume allow, the Licensee’s issue will be supported immediately. Where Cam is unable to respond or resolve the Error immediately, Cam will log the call, allocate a unique Call I.D number and categorise the Error in accordance with the table detailing the Severity Levels in Part 3 of this Schedule. Where any one call relates to multiple Errors then each Error will be logged separately in order to enable Cam to track it according to its own priority.
If requested, the Licensee will make prompt and accurate reports to Cam in writing of the Errors by email to Cam’s helpdesk at the address notified to the Licensee from time to time. The Licensee will promptly comply with all reasonable requests from Cam to obtain further diagnostic information to aid in problem resolution.

Issues Outside the Scope of Cam Software Support

Cam shall notify the Licensee where problems are identified as being due to causes outside of the responsibility of Cam or where they are Exclusions. Cam reserves the right to charge the Licensee for the time spent by Cam in ascertaining the cause of such error at its then current daily rates. The Licensee may subsequently request Cam to advise upon the correction and limitation of such an error or to modify the Software to circumvent such error, and in such case, if Cam is able to and agrees to provide such advice, the Licensee agrees to pay for all work required in connection with the supply of such correction, limitation or modification at Cam’s then current daily rates plus reasonable travel and subsistence expenses.

Information Required for Support Call Logging

In order to enhance the call logging process and diagnose the Error more effectively any additional detail made available at point of call may prove essential. When contacting Cam Support the Licensee must, if requested, provide the following information:

• Company name
• Contact name, phone number (including extension), and email address (where relevant)
• Brief description of the Error
• Call I.D number (where the call is in respect of a previously reported Error)
• The product name and version number
• Detailed description of the Error, including any steps required to reproduce it
• Detail of any error messages displayed

Procedure for Error Investigation and Resolution

Cam will make every reasonable effort to determine the cause of, and provide a solution to a suspected Error. Cam will inform the Licensee of the nature of the problem, actions being taken, and the anticipated resolution time if known. On request, Cam will provide regular status reports to the Licensee in line with the Severity Levels in Part 3 of this Schedule.

If Cam encounters any difficulty in duplicating the Error due to an insufficient level of information from the Licensee, the Licensee will be requested to provide additional information before the investigations resume.

An Error is deemed resolved by:

• Cam clearing up a misunderstanding regarding the operation or capability of the Supported Software (and correcting the Documentation to reflect the intended functional characteristics of the Supported Software, if need to be); or
• Providing an Interim Release of or a temporary solution (pending a permanent solution in a New Software Version) in respect of the Supported Software that corrects the Error.

Escalation Procedures

Cam has an internal escalation procedure that ensures all resource are notified of any serious service issues as deemed necessary by Cam's co-ordinator. Cam will take proactive measures in order to minimise delay in dealing with failures to achieve the response times set out in Part 3 of this Schedule. Any issues or concerns raised by the Licensee regarding the provision of Cam Software Support will be actively and vigorously addressed by Cam.

Issues arising from a need for training, implementation services, and customisation (development) will be outside the scope of Cam Software Support and these issues may be referred in order to identify requirements and for Cam to contract with the Licensee for the appropriate services. If the Licensee is not satisfied with a response from the technical support staff, it may request that the issue be escalated to the Support Coordinator for analysis, reappraisal and re-actioning (if applicable).

Support for any items which are Exclusions may be politely declined in which case other recommendations may be given subject to the nature of the exclusion. Certain issues may need to be referred to a third party maintenance provider, whereupon resolution times will become outside Cam’s control.

Part 3: Severity Levels

The Severity Matrix (below) outlines the different severity levels of Errors and how they are initially prioritised, along with the recommended method of contact for each severity level and the associated targeted response time.

Please Note – These are target response times and not resolution times and as such are intended as a guideline only. Target response times only apply to calls logged directly with the Cam Systems Support helpline during the support hours specified in Part 2 of this Schedule.

Part 4: Exclusions

Cam Software Support will not include on site support, training, consultancy, account management or support services in any of the following circumstances:

• Errors caused by hardware, third party software, failure of communications circuits, internet connections, electricity supply, other vital services or hardware;
• Where the Licensee has failed to fulfil its obligations as specified in clause 5 of the Agreement and in this Schedule (SLA);
• Where information from the Licensee or its agent is inaccurate, incomplete or not supplied in a timely manner;
• Errors caused by devices used in connection with the Supported Software which are not approved by Cam;
• Where the Supported Software is used on operating systems and/or development environments which are not approved by Cam;
• Where the Licensee is not using the latest versions of the Supported Software and the same version of the operating system and database as are supported by Cam from time to time;
• Errors caused by the Licensee’s use of the Supported Software in breach of the terms of this Agreement or on account of the Licensee failing to comply with the User Documentation or any other instruction supplied by Cam;
• Errors due to the Licensee’s making or allowing a third party to make modifications to the Supported Software;
• Operational enquiries arising out of the Licensee’s failure to attend a recommended Cam training course; and
• In respect of software specified as “Software Not Supported” in Part 1 of this Schedule.