Agreement: the written contract executed by Go Auction Limited and the Customer, detailing the services to be provided by Go Auction Limited to the Customer.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day when banks in London are open for business, and excluding Saturdays, Sundays or public holiday in England, and such other day(s) as may be agreed in advance with the Customer.
Change Request: a request submitted by the Customer pursuant to Clause 6 below, concerning a potential variation in the scope or extent of the Support Services.
Day Rate: Go Auction’s then-current and standard consulting rate.
Documentation: the document made available to the Customer by the Supplier online via www.go-auction.com/documentation or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Enhanced Support Service: support service consisting of such services in addition to the Standard Support Service as may be agreed from time to time with the Customer, and documented either in the Agreement or in a Change Order executed pursuant to Clause 2 below.
Issue: a notification by the Customer to Go Auction of the Customer’s belief that the Licensed Software is failing to perform in substantial accordance with the Documentation.
Non-Urgent Issue: any functionality defect which is not having an immediate, widespread and detrimental impact on the Customer’s business.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Prior Release: means at any time the release of Software that has been replaced by the then-current release of the same Software.
Services: the subscription services provided by the Supplier to the Customer under this agreement via the agreed domain.
Severity Level: the level of severity reasonably assigned to an Issue by Go Auction at its sole judgement and discretion, taking reasonable account of all information provided by the Customer in connection with the Issue(s) and the circumstances in which the Issue(s) has or have arisen.
Software: the online software applications provided by the Supplier as part of the Services
Standard Response Time: in the case of an Urgent Issue, four (4) hours; in the case of a Non-Urgent Issue: seventy-two (72) hours, such timescales being applicable during Normal Business Hours only, unless otherwise agreed as part of an Enhanced Support Service.
Standard Support Service: a web-based support portal for the Customer to log all support issues (both Urgent and Non-Urgent), and incorporating a knowledge centre kept to up to date to reflect latest features and functionality
Technical Support Contact(s): expert user(s) within the Customer’s organisation designated by the Customers as the person(s) authorised to contact Go Auction in connection with Issues.
Telephone Support: technical support telephone assistance provided by Go Auction to the Customer concerning the use of the Services.
Urgent Issue: a functionality defect which is having an immediate, widespread and detrimental impact on the Customer’s business.
2. Support Services
2.1 During the term of the Agreement, Go Auction shall provide Customer with its Standard Support Service during Normal Business Hours.
2.2 As part of the Standard Support Service, Go Auction shall use commercially reasonable efforts to correct Issues reported by the Customer in accordance with the Standard Response Time applicable to the Severity Level.
2.3 During the term of the Agreement, Go Auction shall provide Customers who have purchased an Enhanced Support Service with:
(i) reasonable Telephone Support for Customer’s Technical Support Contacts during Agreed Hours;
(ii) web-based support portal for Customer to log all support issues (both Urgent and Non-Urgent) during Agreed Hours;
and such other services as may have been agreed with the Customer and described elsewhere in the Agreement or in a Change Order.
3. Unsupported Failures
If Go Auction believes that an Issue reported by a Customer may be due to a cause unrelated to any failure of the Software to operate in accordance with the Documentation, Go Auction shall notify Customer of such determination. At such time, Customer may:
(a) instruct Go Auction to proceed with Issue investigation at Customer’s potential expense; or
(b) instruct Go Auction that the Customer does not wish the Issue to be investigated.
If Customer requests that Go Auction proceed with Issue investigation as per (a) above, and Go Auction determines that the Issue was due to a cause unrelated to any failure of the Software to operate in accordance with the Documentation, the Customer shall pay Go Auction for time spent on investigations, at Go Auction’s specified Day Rate. If the Customer informs Go Auction that it does not wish the problem to be investigated as per (b) above, Go Auction may elect not to investigate the Issue without any liability therefor.
4.1 Go Auction shall have no obligation to support (i) altered, damaged or modified Software or; (ii) Software which is not the current Release; or (iii) Issues caused by the Customer’s negligence, abuse, misapplication of failure of the Customer, use of Software other than as specified in the Documentation, or by any other factor beyond the control of Go Auction.
5. Customer’s Obligations
The Customer shall have the following maintenance and support obligations:
5.1 All Issues will be raised by the Customer through the Customer’s Technical Support Contact(s). Customer may change Customer’s Technical Support Contact(s) upon written notice to Go Auction.
5.2 The Customer shall provide Go Auction with free and full access to the Software for the purposes of providing support, including, where appropriate, secure remote access. Any time expended because of delays caused by the Customer in providing access to the Software will be charged at the Day Rate.
5.3 The Customer shall be responsible for:
(a) preparing and maintaining their systems and facilities in accordance with any specifications in the Documentation or as otherwise advised by Go Auction;
(b) securing all required permits, inspections and licenses;
(c) providing adequately-trained personnel to assist Go Auction in performing Go Auction’s duties under this Schedule;
(d) installing any updates and improvements to the Software as soon as reasonably practicable, and in any event within  days of their availability, unless otherwise agreed;
(e) procuring, at the Customer’s own expense, any additional professional services required in response to any applicable regulatory change;
(f) ensuring that all Authorised Users have received adequate training in the operation of the Services and, in particular, have read and be fully conversant with all user instructions contained within the Documentation before commencing to use the Services;
(g) ensuring that any additional guidance on the Use of the Services which may be communicated by the Supplier to the Customer is communicated to all Authorised Users as soon as reasonably practicable;
5.4 Go Auction shall not be responsible for any delays caused by the Customer’s failure to comply with the obligations in Clause 5.3 above, and the Customer will be liable for additional time spent.
6. Change Requests
The Customer may submit Change Requests regarding an Enhanced Support Service, or otherwise concerning the Support Services, via the web-based support portal. Upon receiving any such Change Request, Go Auction will evaluate the request at its Day Rate and provide a written response. The written response will include a statement of the availability of Go Auction’s personnel and resources, as well as the impact the proposed changes will have on the fees to be paid by the Customer, and any other relevant terms. If the response is acceptable to the Customer, the Parties shall execute a written Change Order detailing the foregoing.