Agreement

All references to Numerix Software shall mean the Numerix Software used as part of the Subscription Services in Customer’s own on-premises environment.

Support.  In consideration of the fees paid under the applicable Order Form, Numerix shall provide Customer with Support for the unmodified Numerix Software installed on a Supported Platform.

1.         Support Standards and Obligations

A. Obligation.  Numerix shall respond, in accordance with this Agreement, to problems encountered by Customer that are reproduced by Numerix which represent material deviations of the Numerix Software from the specifications contained in the Documentation (each, an “Error”).  Any such Errors must be capable of replication by Numerix in the physical environment of multiple connected servers in Numerix’s infrastructure before Numerix can provide Support in accordance with this Agreement. Numerix will provide Support during normal business hours across its global locations, which, as of the effective date of this Agreement, are Sunday 7 PM Eastern Time to Friday 7 PM Eastern Time. Such hours may be changed by Numerix in the regular course of business from time to time. On-site personnel are supplied only if Numerix deems it necessary when troubleshooting Priority 1 Level escalations. Support for non-business hours is subject to a separate agreement.  Customer will use commercially reasonable efforts to reproduce Errors in order to assist Numerix in its efforts to resolve such Errors. Version Control.  Numerix shall provide Support for each Update of the Numerix Software in accordance with this Agreement  for the longer of (i) one (1) year from the release of such Update or (ii) until two (2) subsequent Updates are made available by Numerix to Customer.

B. Supported Platforms.  Numerix supports those platforms and associated compilers set forth here: http://www.numerix.com/supported-platforms (each, a “Supported Platform”). Numerix will continue to support any Supported Platform until six (6) month(s) following the termination date of support by the platform vendor for that release.  At the discretion of Numerix, Customer may receive support from Numerix for any platform other than a Supported Platform pursuant to a separate written agreement executed by the parties which may include additional fees and expenses for services and hardware

C. Exclusions.  Numerix shall have no Support obligation under this Agreement in connection with any: (a) platform other than a Supported Platform; (b) hardware or other equipment, programs, or data, used in conjunction with the Numerix Software not prescribed herein; or, (c) response to actions or omissions of any third party; (c) Support is not applicable to any Numerix Professional Services delivered under am Order Form unless otherwise agreed in writing by the parties.

D. Regulatory Requirements.  Numerix will use commercially reasonable efforts to modify or enhance the Numerix Software to meet the requirements of regulatory authorities having jurisdiction over Customer.

E. Updates.  Numerix shall provide to Customer all Updates at no additional charge, as and when released by Numerix.

F. Services Out of Scope for Support. All services beyond the scope of this Agreement, including but not limited to:

1. Services necessary for Numerix Software or Updates to conform to Customer’s regulatory requirements beyond the efforts set forth in this Agreement.

2. Services requested by Customer relating to any Customer audit internal or otherwise.

3. Services for maintaining or supporting Customer’s custom code for the Numerix Software or otherwise, including custom code developed by Numerix.

4. Quantitative discussions, training or any lengthy bespoke written quantitative advice, including customized template building and consulting on the optimal use of models, methods and calibration for given instruments.  For clarity, Support includes discussions regarding the quantitative properties of the models supplied by Numerix within the Numerix Software, provided that such discussions are confined to explanations of the contents of the associated Documentation and upgrade deployment services. 

Any out of scope services are billed by Numerix on a time and materials basis at its standard rates (plus any applicable expenses and Taxes).

G. Expenses.  Numerix shall be reimbursed by Customer for all reasonable and documented telephone, travel, lodging, and other out-of-pocket expenses that Numerix may incur in connection with Numerix’s performance of Support that requires Numerix personnel to travel to Customer’s site.  Where practicable to do so, Numerix shall obtain Customer’s approval in advance of individual expense items in excess of seventy-five dollars ($75.00). Numerix shall undertake reasonable efforts to procure such expense items at reasonable rates.

H. Priority Levels.

Numerix will establish the priority level of each reported support request that Customer refers to Numerix for assistance. The priority level of each reported support request shall be classified as follows:

Priority 1.  Major Impact.  An Error that cannot be reasonably circumvented and impact all functionalities for all users of the Production environment of Customer.

Priority 2.  Moderate Impact.  An Error that restricts Customer’s ability to use substantial amount of functionality for more than 1 (one) User of the Production environment even if it does not completely restrict use of the Numerix Module.

Priority 3.  Minor Impact.  An Error that restricts the Customer’s ability to use one or more portions or features of the Numerix Module to perform a necessary business function, but which can be reasonably circumvented.

Priority 4.  No Error.  A request for general support, installation questions or new feature requests.

Priority 5.  Least Critical.  A request for general information, or to address a minor, non-material issue

2.        Acknowledgement by Numerix

Numerix will respond to all requests for Support reported by Customer if such Support request is expected to be an Error based on the information provided by Customer such as Customer’s job listings, program dumps, system log, traces and other output, reports or information that Numerix may reasonably request associated with the Error. Numerix will acknowledge receipt of all Errors within the response times (depending on the Priority Level) set forth in Section H above by contacting Customer’s Designated Support Contact (as set forth in the Order Form by e-mail, telephone or fax, provided that a response is required. Customer Designated Support Contact will use reasonable efforts to assist Numerix to analyse and address the Error if the determination of the Error is unclear and impacts the Work-Around Target time frames noted below. Customer shall employ reasonable efforts to have confirmed that the issue is caused by the operation of the Numerix Software and not the result of other causes.  Both parties will use their reasonable efforts to assist each other in resolving any Errors.

3.        Resolution by Numerix

Within the specified Response Times, Numerix will use reasonable efforts to provide a resolution to each Error based on an action plan agreed to between the parties, within the Resolution Target established for the applicable Priority Level.  Customer Designated Support Contact will use reasonable efforts to assist Numerix to resolve the Error if the determination of the Error is unclear and impacts the Resolution Target time frames noted below. Customer shall employ reasonable efforts to have confirmed that the Error is caused by the operation of the Numerix Software and not the result of other causes. If an Error cannot be resolved within the applicable Resolution Target, Numerix will contact Customer as soon as a resolution or workaround is discovered by Numerix. Subject to Section 4 (Response Times) of this Agreement below, both parties will use their reasonable efforts to assist each other in resolving any Errors.

4.        Response Times

With respect to any Support request deemed to be an Error, Numerix will respond to Customer with an acknowledgement and action plan and commence efforts to provide a Work-Around in accordance with the following, based on the applicable Priority Level. For purposes of the table below, a “business day” shall mean any weekday which is not a bank holiday in the country from which Numerix is providing Support and a “business hour” shall mean any hour between 9:00 AM and 5:00 PM during any such business day.
 

RESPONSE TIMES

For clarity, a Workaround is not intended to be a permanent solution and is offered as an interim step while a permanent solution is being researched and developed.