Free Software Support Agreement Template

Software Support Agreement

Date: [insert date]

This agreement is made between:

(1) [Insert your company/business name], a company incorporated in [England and Wales] with company number [number] whose registered office is at [address] (the "Service Provider"); and

(2) [Insert client company name], a company incorporated in [England and Wales] with company number [number] whose registered office is at [address] (the "Client").

1. Definitions

1.1 In this agreement, the following definitions shall apply:

(a) "Business Day" means any day which is not a Saturday, Sunday, or public holiday in [England and Wales];

(b) "Business Hours" means [09:00] to [17:00] [GMT/BST] on a Business Day;

(c) "Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential;

(d) "Incident" means any error, fault, or malfunction in the Software reported by the Client to the Service Provider;

(e) "Service Level Agreement" or "SLA" means the service levels set out in Section 3;

(f) "Software" means [describe the software to be supported, including version number if applicable];

(g) "Support Fee" means the fee payable by the Client as set out in Section 6;

(h) "Support Services" means the support services to be provided by the Service Provider as described in Section 2;

(i) "Term" has the meaning given in Section 10.1.

2. Support services

2.1 The Service Provider shall provide the following Support Services in respect of the Software during the Term:

(a) diagnosis and resolution of Incidents reported by the Client;

(b) telephone and email support during Business Hours;

(c) [remote access troubleshooting and diagnostics];

(d) [provision and installation of patches, hotfixes, and minor updates to the Software]; and

(e) [reasonable guidance on the use and configuration of the Software].

2.2 The Service Provider shall perform the Support Services with reasonable skill and care and in accordance with the SLA.

2.3 The Service Provider shall use reasonable endeavours to resolve all Incidents within the response times specified in the SLA.

3. Service levels and response times

3.1 The Service Provider shall categorise each Incident according to the following priority levels:

(a) Priority 1 (Critical): The Software is completely inoperable or a critical function is unavailable, and there is no workaround. Target response time: [1] Business Hour. Target resolution time: [4] Business Hours.

(b) Priority 2 (High): A major function of the Software is significantly impaired, but a workaround is available. Target response time: [4] Business Hours. Target resolution time: [8] Business Hours.

(c) Priority 3 (Medium): A non-critical function of the Software is impaired, with minimal impact on operations. Target response time: [8] Business Hours. Target resolution time: [5] Business Days.

(d) Priority 4 (Low): A minor issue, cosmetic defect, or general enquiry. Target response time: [2] Business Days. Target resolution time: [10] Business Days.

3.2 The Service Provider shall determine the priority level of each Incident in its reasonable discretion, having regard to the impact and urgency of the Incident as reported by the Client.

3.3 [If the Service Provider fails to meet the target resolution times for [3] or more Priority 1 Incidents in any calendar quarter, the Client shall be entitled to a service credit of [insert percentage]% of the Support Fee for that quarter.]

4. Exclusions

4.1 The Support Services shall not include:

(a) support for any software other than the Software;

(b) support for issues arising from modifications to the Software made by the Client or any third party without the Service Provider's written consent;

(c) support for issues arising from the Client's use of the Software other than in accordance with the Documentation;

(d) support for issues arising from hardware failures, network connectivity issues, or third-party software;

(e) [on-site support, unless separately agreed in writing]; and

(f) [data recovery or backup services].

4.2 If the Service Provider agrees to provide services outside the scope of the Support Services, such services shall be charged at the Service Provider's then-current rates.

5. Client obligations

5.1 The Client shall co-operate with the Service Provider and provide such information, access, and assistance as the Service Provider may reasonably require to perform the Support Services.

5.2 The Client shall report all Incidents to the Service Provider via [email at [email address] / the Service Provider's support portal at [URL] / telephone on [number]].

5.3 When reporting an Incident, the Client shall provide a reasonable description of the Incident, including steps to reproduce the issue where possible.

5.4 The Client shall maintain appropriate backups of its data and systems.

5.5 The Client shall ensure that it has installed all Updates and patches provided by the Service Provider within a reasonable time of receipt.

6. Fees and payment

6.1 In consideration of the provision of the Support Services, the Client shall pay the Support Fee of £[amount] per [month / quarter / annum].

6.2 The Service Provider shall invoice the Client [monthly / quarterly / annually] in advance. The Client shall pay each invoice within [30] days of the date of the invoice by [bank transfer].

6.3 All amounts payable under this agreement are exclusive of VAT, which shall be added at the prevailing rate where applicable.

6.4 The Service Provider may increase the Support Fee at the start of each Renewal Term by giving not less than [30] days' written notice to the Client, provided that any such increase shall not exceed [the greater of [5]% and the percentage increase in the Retail Prices Index over the preceding 12-month period].

6.5 If the Client fails to make any payment due under this agreement by the due date, the Service Provider shall be entitled to charge interest on the overdue amount at the rate of [4]% per annum above the base rate of the Bank of England, and may suspend the Support Services until payment is received.

7. Intellectual property

7.1 All Intellectual Property Rights in the Software, Documentation, and any modifications, patches, or updates provided by the Service Provider shall remain the property of the Service Provider (or its licensors).

7.2 Nothing in this agreement shall transfer any Intellectual Property Rights from one party to the other.

7.3 The Client shall not reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.

8. Confidentiality

8.1 Each party undertakes that it shall not at any time during the Term or for a period of [2] years after termination disclose to any person any Confidential Information of the other party, except as permitted by this Section.

8.2 Each party may disclose the other party's Confidential Information to its employees, officers, or advisers who need to know such information for the purposes of this agreement, provided that the disclosing party takes reasonable steps to ensure such persons comply with the confidentiality obligations in this Section.

8.3 The obligations of confidentiality shall not apply to information that is or becomes publicly available other than as a result of a breach of this agreement.

9. Limitation of liability

9.1 Nothing in this agreement shall limit or exclude either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to Section 9.1, neither party shall be liable to the other for any indirect, special, or consequential loss or damage, including but not limited to loss of profit, loss of data, loss of business, or loss of goodwill.

9.3 Subject to Section 9.1, the total aggregate liability of the Service Provider under or in connection with this agreement shall not exceed [the total Support Fees paid by the Client in the 12-month period immediately preceding the event giving rise to the claim / £[amount]].

10. Term and termination

10.1 This agreement shall commence on [insert date] and shall continue for an initial period of [12] months (the "Initial Term"), unless terminated earlier in accordance with this Section.

10.2 After the Initial Term, this agreement shall automatically renew for successive periods of [12] months (each a "Renewal Term"), unless either party gives to the other not less than [30] days' written notice to terminate, such notice to expire at the end of the Initial Term or any Renewal Term.

10.3 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of this agreement which is irremediable or, if remediable, fails to remedy that breach within [14] days of being notified in writing to do so; or

(b) the other party becomes insolvent, enters into administration, receivership, or liquidation, or takes or suffers any similar action.

10.4 On termination, the Client shall pay all outstanding Support Fees and other sums due under this agreement up to the date of termination.

11. Force majeure

11.1 Neither party shall be in breach of this agreement or liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event.

11.2 A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, fire, flood, earthquake, storm, epidemic or pandemic, war, terrorism, industrial action, failure of utility services or telecommunications networks, or acts of government.

11.3 The affected party shall promptly notify the other party of the Force Majeure Event and shall use reasonable endeavours to mitigate the effects of such event.

11.4 If the Force Majeure Event continues for a period of [60] days or more, either party may terminate this agreement by giving [14] days' written notice to the other party.

12. General provisions

12.1 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to its subject matter.

12.2 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties.

12.3 Waiver. No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that right or remedy.

12.4 Severability. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Assignment. Neither party shall assign or transfer this agreement without the prior written consent of the other party.

12.6 Notices. Any notice required under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery to the other party at its registered office address.

12.7 Third party rights. This agreement does not confer any rights on any person or party other than the parties to this agreement.

13. Law and jurisdiction

13.1 This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [England and Wales].

13.2 Each party irrevocably agrees that the courts of [England and Wales] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

Signed for and on behalf of the Service Provider:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

Signed for and on behalf of the Client:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

This document was created using a free template from SEQ Legal.