Terms for Software Support Services

THESE TERMS FOR SOFTWARE SUPPORT AND MAINTENANCE SERVICES SET FORTH IN THE TERMS AND CONDITIONS UNDER WHICH UNICON GMBH, LUDWIG-ERHARD-ALLEE 26, 76131 KARLSRUHE, GERMANY, AGREES TO PROVIDE THE SOFTWARE SUPPORT AND MAINTENANCE SERVICES SPECIFICALLY PURCHASED BY END USER. BY RECEIVING SUPPORT SERVICES PURCHASED AND REGISTERING ON THE MYELUX PORTAL, END USER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS. 

1.1 “Licensed Product“ shall mean a collection of software consisting of Software Product, Open Source Software as well as Third party Software.

1.2 “Software Product” shall mean the software in object code licensed to End Customer including all New Releases. Unicon Software means the software products eLux® and Scout Enterprise Management® Suite and related components such as Scout Cloud Gateway, ELIAS or uPilot.

1.3 “Open Source Software” shall mean software programs in object code including all new releases. The sources of supply of the source code of “Open Source Software” are public and must be handled subject to the licensing conditions of the publisher.

1.4 “Third party Software” are software programs in object code not developed by Unicon. Licensing conditions of the third party will remain unaffected. Third-Party Software shall be excluded from Support Services.

1.5 “End User” means a customer that has an active license for Unicon Software and that has purchased Support Services.

1.6 “Endpoint Device” means computers, virtual machines or other hardware devices with an installed, licensed eLux.

1.7 “Business Hours” means any time between 9:00 a.m. and 5:00 p.m. (CET) on Business Days.

1.8 “Business Days” means any days from Monday to Friday except German public holidays.

1.9 “Error” means a failure of the Unicon Software to perform in substantial conformity with the then-current specifications relating to such Unicon Software as provided in the product documentation (https://udocs.unicon.com/).

1.10 “End of Maintenance” means Unicon Software or versions thereof for which, according to the information provided via https://myelux.unicon.com/, Support Services are no longer being provided. Support Services are provided for a Major Version released by Unicon to End Users until End of Maintenance.

2.1 End User can submit Support-Tickets online at https://myelux.unicon.com/. Support for purchased support services comprise the following and shall only only be available to End User’s Named Contacts in accordance with Section 2.9 below:

• Advice during installation, troubleshooting and preparation of diagnostics documentation;
• Providing service reports;
• Providing updates with error correction;

2.2 Debugging, i.e. deviations from the program specification as defined in the program sheet, shall be performed by providing a new software revision. This assumes that errors can be reproduced and occur in the respective revision taken over by the customer. Unicon shall receive from the customer any documents and information required for debugging.

2.3 Elimination of weak points of programs, as far as this seems reasonable and proportionate within Unicon’s discretion.

2.4 Unicon shall warrant a software product that has been extended by the customer via interfaces, intended for this purpose according to the release note, up to the interface. Apart from that, Unicon shall not give any warranty for a software product that has been modified by the customer, unless the customer can prove by a test run of the unmodified software product that the modification is not related to the errors occurred. 

2.5 24-hour reception of error messages, hotline service from Monday to Friday from 9.00 h a.m. to 05.00 h p.m. CET. Start of error analysis (response time) within

• 4 hours response time of class 1 errors
• 1 working day response time of class 2 errors
• 3 working days response time of class 3 errors

• Definition of Class 1 errors:
  The error occurs on all systems of a user group and generally prevents working on the system. If Class 1 failures occur, a support ticket will be opened by telephone during the hotline service hours. Unicon and the customer shall agree how to proceed further during the telephone conversation. Unicon shall promptly receive all documents (e.g. log files) defined during the phone call. A response shall be given within 4 hours.
• Definition of Class 2 errors:
  The error occurs on all systems of a user group (e.g. all systems of the front-office area). Working on the system is generally possible with restrictions.
• Definition of Class 3 errors:
  The error only occurs on individual systems of a user group ( e.g. all systems of the front-office area). Working on the system is generally possible with restrictions.

2.6 Supply of adaptations of the existing documentation.

2.7 Phone Support for purchased support services is provided to End User during Business Hours via the support telephone number(s) provided and released by Unicon. Phone Support may be used for assistance regarding reported Errors. Phone support shall only be available to End User’s Named Contacts according to Section 2.9.

2.8 Language of Support: Support Services are provided in German or English. Additional languages may be available in individual cases but are not mandatorily included

2.9 End User shall appoint certain qualified employees who shall act as contact persons and as authorized delegates regarding Support Services for the End User (herein referred to as “Named Contacts”). Each Named Contact must be adequately qualified to use and supervise Unicon Software and to assist and cooperate with Unicon in efforts to diagnose and resolve Errors.

3.1 Support Services shall only be provided for Unicon Software as expressly detailed herein. Notwithstanding the foregoing, Support Services exclude, and Unicon is not obligated to provide, any support, maintenance, troubleshooting or other such services arising from or related to:

• Unicon Software which has been customized, supplemented, altered or modified by End User or any third party without Unicon’s express written consent;
• Errors due to outside influences, e.g. power blackouts, actions from outside or force majeure events;
• Errors due to the use of Unicon Software or Third-Party Software other than as specified in the respective software’s specifications;
• Unicon only supports connections to third-party products or environments that are published and are still within the support life cycle of the third-party products or environments using the client software integrated into eLux. Unicon does not provide support for Supported Third Party Environments.
• the operation or use of Unicon Software on Endpoint Devices which do not meet the requirements published by Unicon on its website;
• Errors due to End User’s failure to implement new versions or releases of Unicon Software made available under Support Services;
• Unicon Software that has reached End of Maintenance Status; or
• accident, negligence, or misuse of the Unicon Software or Third Party Software.

3.2 Unicon is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of End User’s obligations under these Support Terms

3.3. End User must have a valid subscription that includes support services

4.1 End User shall provide Unicon with all such cooperation, assistance and information as Unicon may reasonably request, or otherwise may reasonably be required, to enable Unicon to perform its obligations (including the provision of Support Services) hereunder, and End User acknowledges that Unicon’s obligations hereunder are subject to End User’s provision of such cooperation, assistance or information.

4.2 As a precondition for requesting Support Services from Unicon, End User agrees to use reasonable efforts to: (i) attempt to solve the problem or Error and to utilize sufficient resources to clearly understand that a problem or Error exists before consulting Unicon; (ii) utilize sufficient resources to understand the instructions from Unicon in addressing the problem and make reasonable attempts to correct the problem or Error as suggested by Unicon. In addition, End User agrees and acknowledges that the extent of access and the accuracy of information and technical data provided may affect Unicon’s ability to provide the Support Service.

Unicon may, in its sole discretion, change from time to time these Terms and the service offerings provided under Support Services with one (1) month notice to End User. Unicon shall provide such notice by publishing any such changes on its website.  

Unicon shall use its reasonable efforts to provide the Support Services and warrants that such services shall be performed in a professional and workmanlike manner. End User’s exclusive remedy and Unicon’s entire liability for breach of the limited warranty set forth in this Section 6.1 is the re-performance by Unicon of the deficient Support Services. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION 6.1, THE UNICON SOFTWARE, SUPPORT SERVICES, ALONG WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM ARE PROVIDED “AS IS.” UNICON HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, UNICON MAKES NO WARRANTY OF ANY KIND THAT THE UNICON SOFTWARE, THE SUPPORT SERVICES, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET END USER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY SOFTWARE IS PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING SUCH IS STRICTLY BETWEEN END USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH THIRD PARTY SOFTWARE. THIS AGREEMENT DOES NOT AMEND, AUGMENT, OR OTHERWISE MODIFY UNICON’S WARRANTIES UNDER THE UNICON END USER LICENSE AGREEMENT OR OTHER AGREEMENT SIGNED BY UNICON AND END USER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNICON AND ITS AFFILIATES, LICENSORS, RESELLERS, AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE SUPPORT SERVICES, THE UNICON SOFTWARE AND THIRD-PARTY SOFTWARE, OR OTHERWISE ARISING IN CONNECTION WITH THESE TERMS, HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF UNICON AND ITS AFFILIATES, LICENSORS, RESELLERS, OR DISTRIBUTORS EXCEED THE AMOUNTS PAID TO UNICON FOR END USER’S SPECIFIC SUPPORT SERVICES AT ISSUE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM LIMITED TO AN OVERALL AGGREGATED MAXIMUM OF EUR 2.500,00.

8.1 Confidentiality. Each party shall keep confidential, and not disclose to any third party (except each party’s respective affiliates, employees and consultants who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained herein) any Confidential Information which may be provided in connection with these Support Terms. “Confidential Information” means any non-public information disclosed by one party to the other party, either directly or indirectly, whether communicated in writing, orally or by inspection of tangible objects (including, without limitation, pricing, trade secrets, product plans, products, Support Services, customers, software including the Unicon Software (both object and source code), documentation, designs, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or financial information), which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally will be considered to be Confidential Information if such information is identified as Confidential Information at the time of its disclosure, or if such information by its nature should reasonably be understood by the receiving Party to be confidential. Confidential Information will include any and all non-public information relating to any Support Services, Unicon Software and any associated training, documentation, and other related materials, regardless of whether or not such materials are marked as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information that is disclosed to a party by one or more third parties. Notwithstanding the foregoing, Confidential Information will not include any information that: (a) was publicly known prior to the time of disclosure by the disclosing party; (b) becomes publicly known after disclosure by the disclosing party to the receiving party through no fault of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party (as shown by the receiving party’s files and records) prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information (as shown by documents and other competent evidence in the receiving party’s possession). In the event Confidential Information is required by law or lawful order to be disclosed by the receiving party, the receiving party will first promptly give the disclosing party written notice of such requirement prior to any disclosure so that the disclosing party may have sufficient time to seek a protective order or other appropriate relief, and disclose only that portion of Confidential Information that the receiving party is legally required to disclose.

8.2 Force Majeure. Unicon is not liable for any failure or delay in performance due to any cause beyond its control, including without limitation, flood, fire, acts of war, terrorism, earthquake, pandemics and acts of God. Unicon shall not be liable for any failure or delay in performing its obligations on account of End User’s failure to perform its obligations hereunder.

8.3 Governing Law; Jurisdiction. These Support Terms are governed by German law. Jurisdiction and venue for any litigation arising out of, or in connection with this Agreement shall lie exclusively with the courts of Unicon’s principal place of business (i.e. Unicon’s headquarter).

8.4 General Terms. These Support Terms are non-transferrable. These Support Terms constitute the entire agreement between End User and Unicon with respect to the Support Services and supersede all prior agreements, negotiations, representations and proposals, written and oral with respect to the subject matter hereof. Additional or conflicting terms on any purchase order or other document issued by End User or any third party will have no force or effect. Except as otherwise stated herein, these terms and conditions may not be amended, waived or modified, except in a writing signed by a duly authorized representative of each party and no course of dealing or usage of trade may be invoked to amend, waive or modify any term of these Support Terms. If any provision of these Support Terms is held invalid or unenforceable, the remainder of the Support Terms will continue in full force and effect. No waiver by either party of any rights under the Support Terms will be effective unless such waiver is in a writing signed by the party against whom enforcement is sought.

In case of any question, please contact:

Unicon GmbH
Ludwig-Erhard-Allee 26
D-76131 Karlsruhe,
Tel. +49-721-96451-0,
Internet: www.unicon.com or www.myelux.com
e-Mail: info@unicon.com