1. op5 General Terms & Conditions
1.1 Ordering
1.2 Shipping and delivery
1.3 Price and Payment
1.4 Maintenance, Support and Services
1.5 Retention of title - accessories
1.6 Transfer
1.7 Force Majeure
1.8 Entire agreement and amendments
1.9 Confidentiality
1.10 Limitation of liability
1.11 Validity period and premature cancellation
1.12 Applicable law and arbitration
1.13 Notifications
1.14 op5 software licensing
1.15 Enterprise Open Source
2. Support Terms & Conditions
2.1 Support coverage
2.2 Support services
2.3 Support prerequisites
2.4 Incident archival
2.5 Contacting support
2.6 Failed service delivery
1. op5 General Terms & Conditions
These terms and conditions are valid for subscription and purchase of op5 Monitor, op5 LogServer, op5 Statistics, op5 Appliance Software, Hardware Appliance Servers and op5 accessories, Maintenance and Support Services and Services (further called ”op5 products”), unless otherwise agreed upon, in writing, between the customer and op5.
- Ordering
- Ordering of op5 products can be made on op5’s web shop and by email, mail, telephone or by fax.
- An order is not binding until it is confirmed in writing by op5.
- Information and specification of op5 products will be found in the op5 Product fact Sheet
- op5 reserves the right to change occurring errors in the information and specification of ordered op5 products.
- All pictures shall be viewed as illustrations only and does not imply any guaranty as to the op5 products exact appearance and character.
- Shipping and delivery
- Delivery terms and conditions are Ex Works (as defined in the Incoterm 2000 EXW convention).
- The delivery day, when applicable, will be stated in the written confirmation of the order (see 1.2 above). For customer guidance the delivery time for Hardware Appliance Server is approximately 10 working days and for accessories approximately 5 working days
- Upon customer request op5 will arrange for transportation, including transportation insurance. All costs and expenses related to such transportation will be paid by the customer, unless otherwise agreed upon.
- op5 Monitor, op5 LogServer and op5 Statistics is downloaded directly via a dedicated URL.
- op5 accessories can be delivered to customers domiciled in the following countries:
- Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom, Norway, Switzerland and Russia.
- op5 Hardware Appliance Server can be delivered to customers domiciled in the following countries:
- Austria, Belgium, Denmark, Finland, France Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden, United Kingdom, Norway and Switzerland.
- Delay of delivery
- The customer may, through a written notice to op5, cancel the order if there is a delay of delivery caused by op5 exceeding 45 days from the delivery date stated in the order confirmation (see 1.2 above).
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- Price and payment
- All prices and fees stated are excluding VAT. In addition the customer will pay all indirect taxes, including VAT, and other fees which arise or may arise as a result of the order.
- op5 collaborates with Samport Payment Services AV. For additional information, please refer to, http://www.samport.se. Payment can be made by credit card or through invoicing (after special credit assessment).
- Prices and fees are subject to adjustments until the order is confirmed by op5 (see 1.2 above).
- Unless otherwise stated all invoices shall fall due for payment 30 days after day of invoicing. Payment made by credit card is due for payment 30 days after the order confirmation day. If payments is not received by the due date, at the latest, op5 is entitled to charge interest on overdue amounts according to an interest rate corresponding to the Riksbank's established reference interest rate applicable at all times, with an additional eight (8) percentage points.
- The subscription period is by default 36 months. The subscription fee is invoiced yearly (12 months period) in advance and includes Hardware Appliance Servers fee and license, Maintenance and Support Services and Services fees. The subscription fee is calculated based on the number of nodes.
- If the subscription is not canceled by written notice three months prior to the end of the current subscription period the subscription is prolonged by intervals of 12 months.
- At any point in time the customer may order an extension of the number of nodes.
- After the completion of a subscription period, the hardware appliance server shall be returned to op5. The customer pays the fee for the return transportation.
- Installation and training can be ordered separately and will be invoiced separately.
- Maintenance, Support and Services
- Queries regarding Maintenance and Support Services and Services included in the subscription fee are managed by op5’s support department via telephone, email or the support portal or via an certified op5 business partner.
- For support and information regarding the hardware appliance servers and accessories the customers are referred to the respective manufacturer.
- Retention of title - accessories
- The ownership of the accessories remains with op5 until fully paid. Until the ownership has passed to the customer it is the responsibility of the customer to take proper care of the accessories, not to make any changes in the them and not transfer them to anyone else without prior written consent from op5.
- Return rights and complaints
- The customer may return only such accessories, which op5 carry in stock and which have not been adjusted to fit specific customer requirements. Such return will not be accepted by op5 until controlled by op5 and found to be in proper condition. Any cost related to the return transportation of the accessories will be reimbursed by the customer.
- It is the customers responsibility to control ordered accessories when delivered. Any complaint regarding found errors or defects should be made to op5 no later than 10 days from the delivery day. If case of no such complaint it is considered that the customer has accepted the delivered accessories as is.
- Specific terms and conditions
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- Transfer
- The Supplier may, without the permission of the Customer’s approval, transfer the right to obtain payment, in accordance with the Agreement.
- The party may, without the approval of the other party, transfer the Agreement to another company within the Group, of which the party belongs to at the time of the Agreement’s establishment. If the new party does not fulfill the commitments, in accordance with these general terms and conditions, the original party is liable for the fulfillment of the commitment.
- In addition to what is stated above, a party may not, without the other party’s written consent, transfer the Agreements or rights and liabilities, in accordance with these general terms and conditions.
- The Supplier may, through a written notification to, but without the requirement of an approval from the Customer, transfer this Agreement to an op5 Partner, always with the condition that the Supplier shall continue to be liable to the Customer, for all the obligations and commitments that are stated in this Agreement.
- Force Majeure
- In any of the parties (”Summon Party ”) is prevented to fulfill their commitments (other than payment obligation) in accordance with this Agreement (or if they become delayed) due to circumstances other than the party’s reasonable control and which could reasonably not be predicted at the time when this Agreement was entered into (Force Majeure relations) the Summoned Party shall not be deemed to have committed a breach of contract in accordance with this Agreement, and not be liable to fulfill such commitments until the Force Majeure relations cease to exist.
- In the event that the Force Majeure condition will last longer than a three (3) month period, the non Summoned party be entitled to cancel this Agreement. Such a cancellation shall not affect the rights and obligations which the parties have committed to at the time of the cancellation.
- Entire agreement and amendments
- This Agreement, including its attachments, comprises the parties’ entire agreement regarding the subject matter of the same and all the written and verbal commitments and promises which are preceded in the Agreement are replaced by this Agreement with its attachments.
- No other additions or changes of this Agreement or any of the attachments to the same shall be valid or binding unless it is not performed in writing or via email and has been confirmed by authorized representative for both parties.
- Confidentiality
- None of the parties may, during the valid period of these license terms and conditions, without the approval of the other party, distribute documentation or in any other way reproduce statements, information, etc, which pertain to products or internal relations with the counterpart, to other extent than what is reasonably required in order to fulfill the Agreement. It is incumbent upon the party to take proper measures in order to ensure that such confidentiality is observed.
- Confidentiality does not pertain to such information that the party can prove is commonly known or which has been introduced to the party in other ways than through the Agreement. In addition, confidentiality is not relevant when a party is obligated, by law, to provide information.
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- Limitation of liability
- With reservation for section 10.3 below, the Supplier shall have no liability towards the Customer in terms of loss of data, production, interest, income, profits, business operation, agreements, expected profits, Support Services goodwill or business opportunities or other party's indirect financial or subsequent damage, even if the loss or damage could have been reasonably anticipated or the Supplier has noted the possibility that such loss or damage could arise.
- With the exception of what is stated in section 10.3 below, the Supplier’s total liability towards the Customer shall be limited to an amount equivalent to one hundred percent (100%) of those fees paid by the Custom Applicable law and arbitrationer during the previous twelve month period, regardless of whether the Customer's demands are based on a breach of the Agreement, negligence or other.
- In addition to what is stated in section 10.2 above, the Supplier’s liability towards the Customer, for each Service performed, shall be limited to an amount equivalent to twenty (20) percent of the total price of such Service, regardless if the Customers claim is based on breach of contract, negligence, or other.
- No portions of this Agreement shall limit the Supplier's liability in the event of death or personal injury arising as a result of negligence or intentional actions or omission on behalf of the Supplier or the Supplier's employees, representatives or subcontractors
- The Customer shall, in order not to lose the right to claim damages, submit the claim for damages no later than three (3) months form the date the Customer became aware of the foundation for the claim.
- Validity period and premature cancellation
- This Agreement becomes effective on the day both parties have signed the Agreement, and it continues to be valid until the Service is concluded and approved by the Customer and the Supplier has received payment in full, by the Customer, for all receivables belonging to the Service, the parties agree on otherwise or the Agreement is cancelled, in accordance with what is stated below, or in any other way cease to exist, wholly or partly due to the regulation in this Agreement.
- The Agreement may, in the following situations, be cancelled by each party for an immediate termination:
- a) if the other party significantly violates its commitments, in accordance with the Agreement and if he/she has not, within thirty (30) days after a written request, in matters where a violation may be corrected and with reference to this paragraph, taken corrective measures in order to disclose such a breach of agreement, or
- b)if the counterpart cancels his/her payments, enter proceedings for company reorganization, being petitioned for or is declared bankrupt or otherwise is found to be insolvent, implying that his/her commitments, in accordance with the Agreement, will not be accurately fulfilled.
- Regardless of what is established in this paragraph 12, Confidentiality, shall continue to be valid after the agreement is terminated.
- Cancellation of this agreement shall be made in writing to be valid.
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- Applicable law and arbitration
- This Agreement, and the interpretation thereof, shall be subject to Swedish material law, with exception to regulations regarding a conflict of laws.
- All conflicts which arise due to this Agreement, not withstanding the paragraphs 12.3 and 12.6, (including, without limitation to its validity, interpretation and applicability) shall finally be determined through binding arbitration in accordance with the Regulations set out by the Stockholm Chamber of Commerce’s Arbitration Institute (SCC). The Arbitration Institute shall be comprised of three arbitrators, of whom the Customer and the Supplier should appoint one each. The appointed arbitrators shall, together, appoint the third arbitrator who shall serve as the chairman of the arbitration board.
- Without restrictions to the paragraph 12.2, the SCC is entitled to decide, taken into consideration the complexity and value of the case and other circumstances, that a certain SCC's attributable dispute shall be determined through the binding arbitration, in accordance with the SCC’s Regulations for Expedited Arbitration.
- The arbitration proceedings shall take place in Stockholm, Sweden.
- The arbitration proceedings shall be conducted in Swedish
- Without restrictions, from the above statement, the parties agree that the Swedish Courts shall be authorized to take measures in case of default in non- disputable claims.
- Notifications
- All notifications, which shall be exchanged between the parties in accordance with the Agreement, shall be delivered through a courier service, per mail, via fax or via electronic mail at the receiving party’s most recently known address. Notifications sent through a courier service shall be deemed as having reached the receiving party when the delivery note has been signed, messages sent through registered mail shall be deemed as having reached the receiving party no later than the seventh day after the mailing and notifications sent via fax or via electronic mail shall be deemed as having reached the receiving party immediately after a confirmation of a received mail. In addition, the Supplier reserves the right to submit notifications, which affect other parties than the Customer, to one of the Supplier’s specified email addresses.
- op5 software licensing
- op5 distributes solutions that include software written by op5 and third-parties including many open source projects. The list below includes each project we distribute, grouped by the type of license applicable to the package. If you have any inquiries regarding licensing, please contact us on info@op5.com
Please see the list of included projects and their licenses: http://www.op5.com/support/documentation/licensing
- Enterprise Open Source
- op5 combines own code with a range of open source projects available today into a single packages. Combining these projects into a single package that is integrated and commercially supported gives you a simplified deployment experience, a single console for managing and monitoring, and a comprehensive view of your IT operations at an initial low cost and even lower TCO. The op5 Enterprise open source packages enables full compliant towards op5 General Terms & Conditions and op5 Support Terms & Conditions.
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2. op5 Support Terms & Conditions
- Support coverage
- Supported Software
“Supported Software” shall mean the software mentioned below if installed on Supported Platforms mentioned below and using Operating Systems mentioned below:
| Software |
Description |
Version
|
op5 Monitor
|
Monitoring software for IT environments |
(i) the most current version of the Supported Software; or
(ii) the version of the Supported Software immediately preceding the current version for a period of two (2) years after the release of such preceding version.
|
| op5 Statistics |
Used for trends and graphic representation of data
|
| op5 LogServer |
Provides a central archive of syslog messages.
|
| op5 Agents |
Used to collect status information from hosts.
|
- Supported platforms
- op5 Appliance (hardware delivered by op5)
Content
|
Basic Agreement
|
Pro Support Agreement |
Hardware guarantee
|
3 years |
3 years
|
Telephone support
|
Business hours
|
24 hours/ 7 days a week
|
| Response time |
NBD = Next business day* |
4 hours
|
Support Contact
|
Business Hours: op5 |
All other time: Dell*
|
* Issues shall be reported and logged in Dell's service management system on Business Days before 3:30 pm CET.
- Hardware not delivered by op5
If the customer runs hardware and operating system not delivered by op5, op5 undertakes to supply support only for the Supported Software.
- Operating system
| Operating System |
Version
|
op5 Appliance Software
|
Installation and use by Customer of either:
1. the most current version of the Operating System; or
2. the version of the Operating System immediately preceding the most current version of the Operating System for a period of two (2) years after the release of such preceding version. |
| RedHat Enterprise Linux |
Version 5 (32-bit or 64-bit)
|
CentOS
|
Version 5 (32-bit or 64-bit)
|
- Virtual environments
- In addition to the above Support Services will be provided for Supported Software installed in the following virtual environments:
- Vmware
- Supported accessories
- op5 undertakes to supply support for accessories purchased from op5, for example:
- Environmental Sensors
- Probes (temp, wetness)
- Door sensors
- Advanced Data Acquisition Modules
- SMS Gateways
- Support services
- General coverage
- All Customers shall have access to support services (collectively, the “Support Services”) that include:
- access to the Support Website; and
- the ability to submit and track Incidents through the Designated Contact(s) via the Support Website; and
- access to search the Support Knowledge Database; and
- access to telephone assistance via a dedicated telephone number during Business Hours.
- the ability to submit Incidents via a dedicated email address.
- access to documentation for Supported Software, which is generally available for download at op5 Support Website.
- Software updates
- op5 commit to make updates of op5 Softwares made available to Support Customers
- Updates means any enhancement to the current version of the Supported Software that op5 generally releases or generally makes available at no additional cost to op5’s Customers. A Software Update is any new version of the Supported Software denoted by a change in the version number (e.g. 4.1.1 to 4.1.2). Customer is responsible for acquiring, at their own cost, any updated or additional hardware, network resources, and software necessary to implement or use any Software Update.
- Support availability
- Business days meaning Monday through Friday (excluding Swedish Public Holidays).
- Business hours meaning business days 8am to 5pm CET (Central European Time) (excluding Swedish Public Holidays).
- Response time
- A response time of one (1) Business Day is guaranteed.
- Response time means the period commencing when an incident is logged and ending when the Support Team provides Customer with a response, which shall include:
- confirm or request for specific information needed to identify the issue; and/or
- suggestion of known workaround; and/or
- steps for final resolution.
- Limitations
- Unless otherwise agreed upon in writing by both op5 and Customer, the following services are not included in the Support Services:
- Customization of the Supported Software.
- Integration of the Supported Software with third party software.
- Support Services relating to modifications of the Supported Software.
- Support Services relating to third party software or hardware.
- Support Services for Supported Software that has been modified or incorrectly used by a party other than the Customer.
- op5 shall have no responsibility for any failure of the Supported Software, this includes, but is not limited to:
- Supported Software has been modified or damaged in any manner by any person or entity other than op5.
- Supported Software has been used outside the scope of the License Agreement or the Software Documentation.
- Customer’s failure, upon op5’ request, to provide all reasonable assistance, information and authority necessary for op5 to perform its obligations under this Agreement.
- Customer’s failure to install the Software Update which op5 confirms to resolve the incident reported by the Customer.
- Computer hardware or Computer operating system not delivered by op5.
- Support prerequisites
The customer are obliged to follow op5 Support Guidelines in order to receive support.
- Incident archival
The Support Team commits to, during a limited time not to exceed six (6) months, archiving a register of each incident reported by the Customer. This includes dates and times of reported incidents, and those recommendations or corrections implemented by the Support Team or the Customer.
- Contacting support
- Support Website
- Customers may report a new Incident by creating a support ticket, or check the status of an existing support ticket by visiting the Support Website at: www.op5.com/support
- Support email
- Customers may report an Incident with the Support Team by sending an email to support@op5.com
- Support phone number
- During normal Business Hours, customers may access op5 support services using the following dedicated telephone number: +46 (0)31-774 09 24
- Failed service delivery
- In the occurrence of op5 not succeeding to deliver services to the customer in accordance with the signed contract, the service should be considered to have failed.
- In the occurrence of lack of functionallity in the delivered service or if the service can be considered not to have been delivered in a workmanlike fashion, the customer must in writing promptly report the failed service delivery to op5. op5 shall with due diligence as circumstances requires remedy the failed service delivery.
- If repeated and substantial failures in delivering support services in accordance with stipulated response times, the customer must in writing promptly report the failed service delivery to op5.
- The customer can in the occurrence of a failed service not demand any liability other than stipulated in op5 Terms & Conditions section 10.
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Terms & Conditions 
