PEARL SUPPORT TERMS OF SERVICE:
PEARL, FIRST PEARL, COMMUNITY PEARL, CORPORATE PEARL
updated December, 2011
Agreement between Bromelkamp Company LLC (hereinafter referred to as "Bromelkamp Company") and the client for maintenance and improvement of the client's Pearl, First Pearl, Corporate Pearl or Community Pearl software.
Inclusions (kinds of work we will provide):
According to these terms, Bromelkamp Company agrees to provide the following services:
1. "Technical Support"
• assistance with Pearl, First Pearl, Corporate Pearl or Community Pearl: how it works, how to use it;
• assistance with interfacing Pearl, First Pearl, Corporate Pearl or Community Pearl with Microsoft Office;
• maintenance to prevent or correct errors or malfunctions on the client's Pearl, First Pearl, Corporate Pearl or Community Pearl systems; and
• troubleshooting apparent compatibility problems between Pearl, First Pearl, Corporate Pearl or Community Pearl and the client's equipment;
2. “New Work” including:
• systems design;
• assistance in writing specifications or plans;
• consultation to determine the feasibility and cost of any proposed changes, and the effect of such proposed work on existing system application programs and on general system(s) operations;
• answering questions about what to debit or credit or offering direction or advice about which accounts to post rather than how Pearl Fund Accounting will process those transactions;
• changes to the Pearl, First Pearl, Corporate Pearl or Community Pearl system specifications not originally provided and installed on the installation date;
• installation of new databases or features;
• custom programming;
• converting data from one computer to another;
• assistance with software other than Pearl, First Pearl, Corporate Pearl or Community Pearl;
• re-installation of Pearl, First Pearl, Corporate Pearl or Community Pearl for which the client has not kept backup copies;
• fixes or changes to programs that were specially written or adapted for the client;
• assistance with equipment operation (subject to Bromelkamp Company's familiarity with the client's equipment);
• troubleshooting apparent malfunctions in equipment;
• time spent on advice, shopping, quoting prices, ordering, testing, or installing non-Pearl, First Pearl, Corporate Pearl or Community Pearl software, and equipment;
• additional equipment or software;
• interaction with equipment vendors, communications carriers, and software license owners as needed to initiate service to correct malfunctions or upgrades in the client's computer and communications services. UNDER THIS AGREEMENT, BROMELKAMP COMPANY DOES NOT REPAIR OR UPGRADE EQUIPMENT OR COMMUNICATIONS SERVICES; THE CLIENT IS RESPONSIBLE FOR MAKING ARRANGEMENTS AND PAYING FOR EQUIPMENT AND COMMUNICATIONS SERVICES REPAIRS AND UPGRADES.
Exclusions (kinds of work we are not responsible for):
Service provided by Bromelkamp Company under this Agreement does not include repair of damage or increase in service time caused by:
• the client's failure to continually provide a suitable operating environment with all facilities prescribed by the equipment manufacturer(s) including, but not limited to, adequate electrical power, air conditioning, or humidity control;
• the client's use of equipment or computer application programs for uses other than those for which they were designed;
• the client's failure to make a backup copy of its programs and data;
• the client's use of supplies in a manner not prescribed or approved by Bromelkamp Company;
• any accident or disaster including, but not limited to: flood, water, wind, and lightning; or neglect; or use not in accordance with Bromelkamp Company's instructions; and
• maintenance or repair by persons other than Bromelkamp Company or its designated substitute.
Bromelkamp Company customarily provides some services at no charge:
- updates to Pearl, First Pearl, Corporate Pearl and Community Pearl programs, except for the cost of sending the client a copy and installing it if the client needs assistance;
- fixes to Pearl, First Pearl, Corporate Pearl and Community Pearl programs that were not specifically adapted for the client; and
- Pearls of Wisdom, Pearl Post and Pearl Horizons, its newsletters.
These no-cost services are listed as examples only and may change at any time without notice. Bromelkamp Company will always answer questions about the company or its policies, or invoices to the client at no charge.
The client's primary contact person, or a designee identified as acting on behalf of the primary contact person, will request service.
If requested by the client, Bromelkamp Company will provide an estimate of hours of labor and/or cost required to complete the service, and a schedule for its completion.
If requested by the client, Bromelkamp Company will also provide a fixed price bid to provide the service, and a schedule for its completion.
The client may choose whether and under which basis (time and materials or fixed price) the service is to be performed.
Amendments and Cancellations:
1. If the client cancels a service request, it will be liable to Bromelkamp Company for such compensation, as outlined under E. "COMPENSATION" below, relating to the canceled request for service which is due Bromelkamp Company for actual hours already worked and expenses already incurred at the time notice of cancellation is received by Bromelkamp Company.
2. If the client changes a request for service, then for the purposes of this Agreement, Bromelkamp Company may consider the original request for service canceled and make a new response to the amended request.
a. Availability and access: The client will provide Bromelkamp Company with access to its Pearl, First Pearl, Corporate Pearl or Community Pearl data processing system as necessary to provide technical support or new work under this Agreement.
b. Time of Service: All service will be performed during normal business hours, Monday through Friday, 7:30 a.m. to 5:00 p.m. Central Time, except legal holidays, unless special arrangements are agreed to in advance by both parties. Service requested by the client to be performed at times other than normal business hours will be billed such that each hour worked will count as two (2) hours.
c. Substitute: Bromelkamp Company may, at its own discretion and expense, and upon prior notification to the client, provide a duly qualified substitute to provide service under this Agreement. It is agreed that in such instances a) all terms and conditions of this Agreement will apply and b) the client will be billed as if Bromelkamp Company performed the service itself.
d. Limitation of Liability: Service provided under this Agreement may cause temporary interruption of normal operations of the client's data processing system. When such interruptions are anticipated, Bromelkamp Company will inform the client of the nature of such interruptions in advance, so that the client may, at its discretion, defer the service to a later time. Bromelkamp Company is not responsible for the cost or inconvenience incurred due to such interruption of operation of the client's data processing equipment, computer application programs, communications services, or related services.
3. It is the responsibility of the client to insure that all of its programs and data files are adequately duplicated (known as making a "backup copy"). Bromelkamp Company is not responsible for the client's failure to do so, nor for any cost of reconstructing data stored on computer disk, diskettes, tapes, or memories, etc. lost during the course of or caused by services under this Agreement.
C. SECURITY OF INFORMATION
Confidentiality. Under the terms of this Agreement, Bromelkamp Company guarantees that under no circumstances will it make use of, nor will it have access to, the information stored within the client's computer system for purposes other than those outlined in this Agreement, or as agreed upon by Bromelkamp Company and the client's primary contact person or designee; and no third parties will have access to the information within the client's computer system for any purpose whatsoever, without the written consent of the authorizing official signing this Agreement for the client. In addition, when requested, we can tell you in writing if we will abide by any additional confidentiality terms required by your organization or company.
Virus Scanning. Our network is protected by industry-standard virus detection software which automatically scans all files on our network and all new files, including files arriving from our client sites. Our staff is trained not to open email attachments that arrive unexpectedly without checking with the sender and/or scanning the attachment for viruses first. No unexpected attachment from an unknown source will be opened.
File Transfers. Files are electronically transferred in one of several ways: attached to email; on external media (such as jump drives or CDs); or through the FTP site on our server. Because there is a possibility – albeit remote – that the file may be intercepted before reaching its destination, if requested by the client we will compact transferred data with a compression utility and assign password protection. Bromelkamp Company staff and the client will agree on the password by phone. The default is not to use passwords.
Remote Access and Remote Control. If necessary to provide support, we connect to clients using Microsoft's Remote Desktop or Citrix Online's GoTo proudcts, which are leading remote control and integrated audio and web conferencing services, respectively. Using this kind of software allows us to connect to and take remote control of a computer in your office. This allows the Consulting Team to troubleshoot problems, facilitate training, and/or implement changes at your request. An employee at your organization must participate in setting up the remote control session; we cannot access your computers without this permission for each session.
Note that disallowing remote access or remote control access to your computer can substantially increase the cost of supporting and maintaining your database, as well as increasing the response time for troubleshooting problems and implementing solutions.
Bromelkamp Company may modify these terms from time to time. If a modification has a material adverse impact on Customer, such modification will not be effective until thirty (30) days after Bromelkamp provides notice of the change to Customer, or ninety (90) days after posting such modification at www.bromelkamp.com. All other changes to this Agreement must be requested in writing and approved by mutual written consent. Evaluation and/or implementation of requested changes may result in a modification of "E. COMPENSATION" or other terms of this Agreement. Approved changes to this Agreement will automatically be deemed incorporated into this Agreement.
The client will pay Bromelkamp Company compensation in U.S. dollars based on one of two methods.
The first method, BASIC SUPPORT, is payment of a flat monthly fee for "technical support" (services described in section A. SERVICES, paragraph 1) plus an additional hourly fee for "new work" (services described in section A. SERVICES paragraph 2). The second method, HOURLY SUPPORT, is payment of an hourly fee for all services provided under this agreement. In any month in which services are provided, the minimum charge for services provided under this Agreement will be one-quarter of the hourly fee. In any month in which no services are provided, there will be no charge.
The selected method will be in effect until or unless we are notified of the Client's intent to change the compensation method (change to end Basic Support requires two (2) months' advance written notice; change to add Basic Support requires written notice and is initiated on the first day of the next month). The client may not return to the previous method of compensation for six (6) months after a change. The client will be notified of any changes to our rate structure at least two months prior to any change taking effect. Rates are subject to change. Bromelkamp will provide Customer two (2) months written notice for any rate increase. Rate increases are customarily similar to the rate of inflation.
For any service for which the client has chosen to pay by a fixed price bid, the client will pay Bromelkamp Company the total fixed price for completed work, in lieu of hourly charges for that work.
The client may change the option of compensation method upon two (2) months written notice. Rates are subject to change. Bromelkamp will provide Customer two (2) months written notice for any rate increase. Rate increases are customarily similar to the rate of inflation.
In addition, the client will reimburse Bromelkamp Company for any expenses (such as travel, shipping, etc.) incurred in the performance of services under this Agreement, provided that expenses over $10 to be reimbursed are approved by the client in advance and are in accordance with the client's reimbursement policies then in effect.
Payment is due thirty days after the date of the invoice. The client agrees to pay on a timely basis and will be subject to late fees not to exceed 1.5% per month on unpaid balances.
“Basic Support” is not a substitute for formal training from Bromelkamp Company. Bromelkamp Company reserves the right, on two (2) months written notice, to change the method from “Basic Support” to “Hourly Support” if a primary user has not received such training.
F. PERIOD OF PERFORMANCE
These terms of service will be in effect from installation of the software until terminated by the client or Bromelkamp Company upon two (2) months’ written notice. The client will select a compensation method at the time of installation (see also "E. COMPENSATION" described above). The selected method will be in effect until or unless we are notified of the Client’s intent to change the compensation method (change to end Basic Support requires two (2) months advance written notice; change to add Basic Support requires written notice and is initiated on the first day of the next month). The client may not return to the previous method of compensation for six (6) months after a change. The client will be notified of any changes to our rate structure at least two (2) months prior to any change taking effect.
These Terms of Service are deemed executed and performed in Minneapolis, Minnesota, and Bromelkamp Company and the client agree that for the purposes of enforcing the respective rights and obligations under these Terms or adjudicating any dispute hereunder, venue and personal jurisdiction over both parties will exist in the federal and state courts of Minnesota.
No variance from these terms and conditions shall be valid unless agreed in writing by Bromelkamp Company and the client.
Both parties acknowledge that they have read these Terms, understand them, and consent to be bound by them, and further agree that it is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the services to the client's Pearl, First Pearl, Corporate Pearl and Community Pearl data processing system. The parties continue to be bound by the Pearl, First Pearl, Corporate Pearl and Community Pearl License Agreement and other agreements not relating to the subject matter of these Terms.
NOTE: for more information on what constitutes "technical support" vs. "hourly work" visit this page.