Logtalk support and maintenance agreement


Version 1.2
Effective September 12, 2016

Logtalk support and maintenance agreement

THIS DOCUMENT IS A LEGAL AGREEMENT (“Agreement”) BETWEEN LOGTALK.PT AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“Customer”) IN RELATION TO LOGTALK.PT SUPPORT AND MAINTENANCE SERVICES FOR LOGTALK (“Software”). BY UNDERTAKING TO RECEIVE AND/OR PAYING FOR THE SERVICES DESCRIBED BELOW (“Services”), YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED WITH RECEIVING THE SERVICES. THIS AGREEMENT DESCRIBES YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SERVICES.

Starting from the date of payment of a support package (“Effective Date”), logtalk.pt will supply the Services to Customer as described in this Agreement. The use and distribution of the Software and derivative works by the Customer is governed by the licensing terms found in its official public distribution.

1. Support packages

The support packages cover the installation, use, and maintenance of Logtalk in its officially supported features. Logtalk.pt offers separate consulting service agreements negotiable by mutual accord for expert code review and general application development if requested. The support packages don’t cover coding services for the Customer or defects in other software used in conjunction with Logtalk, notably defects in the used backend Prolog compilers. logtalk.pt will offer Services for the current version of the Software at the time of the purchase of a support package and for not less than twelve (12) months from the release date of the then-current version.

Basic support package (1250 euros / 1500 dollars per year)

  • 25 hours of support
  • Up to 50 support requests
  • 1 support contact
  • First reply to a support request within 72 hours
  • Optional auto-renewal

Standard support package (3500 euros / 4000 dollars per year)

  • 50 hours of support
  • Up to 100 support requests
  • Up to 2 support contacts
  • First reply to a support request within 48 hours
  • Priority bug fixing
  • Optional auto-renewal

Premium support package (7000 euros / 8000 dollars per year)

  • 100 hours of support
  • Up to 200 support requests
  • Up to 4 support contacts
  • First reply to a support request within 48 hours
  • Priority bug fixing
  • Optional auto-renewal

2. Support requests

  • All communications between logtalk.pt and the Customer shall be in English unless both parties agree to the use of another language.
  • The initial communication of a support request by the Customer and its acknowledgment by logtalk.pt must be in written form by email.
  • Each support request consumes a multiple of 30 minutes of support hours, the minimum being 30 minutes of support hours. Consequently, the maximum number of support requests is twice the number of support hours in the contracted support package.
  • Support requests can be made at any time barring unexpected interruptions in Internet services or planned downtime by logtalk.pt (as published in the logtalk.pt website as far in advance as possible). The maximum elapsed time for the first reply to a support request is determined by the contracted support package. The actual time required to fully resolve the support request, if such full resolution occurs, may be longer.
  • ¬†When a support request requires more than one hour, the Customer will be notified of the service use, unless a consulting agreement is in place.
  • A support request that uncovers a unknown defect in the Logtalk compiler/runtime, adapter files, libraries, or tools consumes at most 30 minutes of support.
  • Independent issues in the same support request will be treated as separate support requests at the sole discretion of logtalk.pt.
  • Subsequent support requests determined to be unrelated to the original request shall constitute a new support request at the sole discretion of logtalk.pt.
  • When the solution to a support request can be found in available media (including, but not limited to, the source code documentation, tutorials and examples, websites, or support forums), logtalk.pt may direct the Customer support contacts to the appropriate media for the solution to the problem. Support request resolved this way consume 30 minutes of support hours.

4. Payment Terms

The support package fees are net amounts and are payable in full to logtalk.pt without any deduction for any withholding taxes. The Customer agrees to pay any withholding taxes due directly to the relevant taxing authority. VAT taxes, when applicable, add to the price of the chosen support package and are payed by the Customer. Support fees will be non-refundable once paid. When the Customer opted for auto-renewal of the Services, the renewal fee is due at the date of the end of the current Support Term (hereinafter defined).

5. Confidentiality

logtalk.pt and the Customer will treat by default all communications in the context of this Agreement as confidential information. logtalk.pt reserves the right to publish information derived from solutions to support requests, notably to improve the quality of the Software and its documentation for all users in general, provided that in doing so no Customer confidential information is disclosed.

By default, the Customer agrees to be identified as such and mentioned by name or trademark (when applicable) in logtalk.pt marketing materials and website. The Customer may explicitly choose to remain anonymous in its use of the Services at the time of purchase of a support package.

6. logtalk.pt responsibilities

logtalk.pt will use commercially reasonable efforts to help the Customer in resolving problems in its use of the Software. logtalk.pt makes no guarantee that it can, or will, solve any problems with respect to the Software presented by Customer, and further disclaims any warranties above and beyond any limited warranties that are expressed in the Software License agreement. Consulting agreements may offer other terms.

7. Limitations

The Customer is responsible for its use of the Software and no liability, express or implied, or indemnification of any kind is provided by logtalk.pt to Customer for its configuration or application of the Software. Customer may be required to provide logtalk.pt with reproducible test cases. When necessary, the Customer may be required to allow logtalk.pt access to the Customer proprietary code that uses the Software to allow logtalk.pt to provide the contracted Services. Customer is responsible for ensuring that the designated support contacts have sufficient training to attain and maintain competence in the operation of the Software.

logtalk.pt will have no obligation of any kind to provide Services for problems caused by any of the following Customer actions:

  • Misuse, improper use, misconfiguration, or unsupported modifications to the Software.
  • Use of the Software with non-supported backend Prolog compilers.
  • Use of unsupported or experimental features even when distributed with or available in the Software.
  • Failure to install an update to the Software if such update would have resolved the reported problem.
  • Failure to install an update to the used backend Prolog compiler if such update would have resolved the reported problem.
  • Failure to install an update to the used operating-system if such update would have resolved the reported problem.

logtalk.pt will have no obligation to support a deprecated version of the Software or deprecated features of the Software for more than one (1) year after the version or the features have been declared as deprecated.

logtalk.pt shall have no responsibility for loss of or damage to Customer’s data, regardless of the cause of any such loss or damage.

8. Customer co-operation

logtalk.pt may suspend performance of Services if Customer fails to meet its obligations as set forth under this Agreement. logtalk.pt may terminate Services if such failure continues for thirty (30) days after logtalk.pt’s written request to meet these obligations. logtalk.pt may terminate the Agreement and all Services at any time if it is discovered that the Customer is in breach of the Software license agreement or is in breach of this Agreement.

9. Changes to terms and conditions

logtalk.pt reserves the right to alter the terms and conditions of these support and maintenance terms and conditions. Changes are published in the logtalk.pt website and communicated to Customers with live contracts. Any changes will not result in a materially reduced level of support from the terms and conditions herein for existing Customers.

10. Term

This support and maintenance agreement has a maximum term of 1 year, starting on the Effective Date. The support packages are valid until all support hours are consumed or the 1 year anniversary of purchase, whichever comes first (“Support Term”). Any remaining support hours that have not been consumed at the end of a Support Term will be lost. If the Customer opted for auto-renewal of the contracted support package, the Services will automatically renew for successive Support Terms unless either party gives written notice of its intent not to renew before the end of the current Support Term. The renewal fee is the value of the purchased support package at the date of the end of the Support Term. If the Customer have not opted for auto-renewal of the contracted support package, the Services automatically terminate at the end of the Support Term unless the Customer chooses to renew Services, subject to logtalk.pt written agreement.

The termination of Services will not terminate the Software licensing agreement, which applies independently of the contract of Services.

11. Entire Agreement

This Agreement and the Software license included in its official public distribution set forth the entire agreement and understanding of the parties relating to the subject matter herein, superseding all other oral or written representations, understandings, proposals or other communications between the parties.

12. Governing Law

This Agreement shall be subject to and governed by the Law of Portugal. Any dispute arising out of or in connection with this Agreement shall be exclusively dealt with by the courts of Portugal. This Agreement gives you specific legal rights; you may have others which vary from country to country. logtalk.pt reserves all rights not specifically granted in this Agreement.