GENERAL MAINTENANCE TERMS AND CONDITIONS

 

These General Maintenance Terms and Conditions (hereinafter “the Agreement”) take effect on the date of the signing of the Purchase Order to which they are attached.

 

BETWEEN

 

Any Customer with access to a maintenance service pursuant to a Purchase Order signed between the Customer and Generix Group.

Hereinafter referred to as the “Client”

 

ON THE ONE HAND,

AND:

 

GENERIX GROUP NORTH AMERICA INC.

A corporation governed by the Canada Business Corporations Act, R.S.C. (1985), c. C-44, and registered with the Quebec Enterprise Registry under Quebec Enterprise Number (NEQ) 1172150881, whose principal place of business is located at 1360 Ropery Street, Suite 201, Montreal, QC, H3K 2X3, Canada, and a wholly-owned subsidiary of Generix Group SAS.

Represented by Mr. Olivier Vaillancourt, acting in his capacity as General Manager and duly authorized hereunder.

 

Hereinafter referred to as “GENERIX”

 

AND:

 

The Customer and Generix are jointly referred to as the “Parties,” and individually as the “ Party.”

 

PREAMBLE:

Maintenance is a key factor for any customer wishing to acquire a solution such as SOLOCHAIN​​ WMS. The acquisition of a warehouse management system is a strategic decision that impacts a company’s long-term lifecycle. Generally, the minimum number of years a customer will use the solution is 10 years, making support an essential aspect of their business.

• GENERIX, a software publisher, specializes in the field of collaborative supply chain management using various software solutions for which it holds all rights. It provides corrective maintenance and support for its software.
• GENERIX has granted the CLIENT a right to use the Software specified in the Purchase Order. This license is governed by separate provisions. The CLIENT wishes, under this Agreement, to receive maintenance services under the terms defined below (the “Agreement”).

In this Agreement:

• words used in the singular include the plural and vice versa;
• when calculating the period within which or after which an act must be performed or a measure taken, the date that serves as the reference day for calculating such period shall be excluded. If the last day of such period is not a business day, the period shall end on the following business day;
• The division of this Agreement into separate articles, sections, subsections, and annexes, the title of the Agreement, and the inclusion of headings are intended solely to facilitate reference and shall not affect the interpretation of this Agreement;
• Any reference to a law means the law in effect as of the date hereof, as well as all regulations promulgated thereunder, as they may be amended, reenacted, consolidated, and/or replaced from time to time, and any successor law thereto, unless expressly provided otherwise herein.

The following appendices form an integral part of this Agreement:

• Appendix A: “SUPPORT, MAINTENANCE, AND SERVICE LEVELS”

In the event of any conflicts or inconsistencies in the reference documents, the following order of precedence shall apply:

The appendices to this Agreement shall be read in conjunction with the articles of this Agreement for the sake of overall consistency. In the event of any inconsistency between the appendices and the articles of this Agreement, unless otherwise expressly provided herein or in any of its appendices, the following order of precedence shall apply:

• (lowest priority) the annexes;
• (highest priority) the articles of this Agreement;

 

ARTICLE 1: DEFINITIONS

The Parties agree that the following terms shall be interpreted as follows:

“Anomaly”: Any inconsistency between the Software’s operational results and the reference documentation, where such inconsistency may be attributed either to the programs or to the documentation.

“Personal Data” or “Personal Information”: Any data that, in any form whatsoever, allows for the direct or indirect identification of the natural person to whom it applies, and where such processing is carried out by a natural person or a legal entity. The provisions relating to personal data are set forth in the DPA as well as in Appendix B: “DESCRIPTION OF THE PROCESSING OF PERSONAL DATA.”

“Confidential Information”: Means, with respect to a Party, any information of or relating to that Party or its subsidiaries that has been or may be disclosed to the other Party directly or indirectly (in written, oral, or electronic form) and that (i) is confidential or proprietary by its nature; (ii) is designated by that Party as confidential or proprietary; or (iii) which the other Party knows or ought to know is confidential or proprietary, including intellectual property, computer technology, business information, documentation, content, any product labeling and branding plans, unpublished information relating to the intellectual property rights of either Party, and personal data. For clarity, Generix’s Confidential Information includes the Software and associated documentation, as well as the source code. Detailed Generix Documentation created by Generix also constitutes Generix’s Confidential Information.

“Custom Software“: All additional functionalities or operational documentation for the Software developed by GENERIX at the CLIENT’s request under a separate Agreement signed by the Parties. Purchase Orders signed under this Agreement do not include maintenance of the Custom Software but only of the Software. Maintenance of the Specific Software will be billed to the Client based on the price of the specific development, if applicable, as set forth in a separate document. Nevertheless, the Parties agree that these general terms and conditions apply in the event of maintenance of the Specific Software.

“Software”: A coherent set of programs intended for distribution to multiple users and multiple companies for a single application or function, and for which a user has the option of independent use. The Software is a standard, pre-existing product, marketed with its documentation for the purpose of meeting common and generic market needs.

“Professional Services”: The Customer may engage GENERIX for implementation, configuration, training, and other professional services related to the Services (“Professional Services”). The Professional Services will be described in one or more “Statements of Work” signed by the Parties (“SOW”), each of which is incorporated into this Agreement by reference. Professional Services will be provided in accordance with the following project methodology: https://www.generixgroup.com/en/project-methodology

“Purchase Order and SOW.” Each purchase order and SOW shall constitute a separate contract, incorporating the terms and conditions of this Agreement, but entered into (including with respect to the terms of this Agreement) on the date of each applicable purchase order and SOW. Each purchase order and each SOW shall be governed exclusively by the provisions of this Agreement. For purposes hereof, the term “Agreement” includes purchase orders and SOWs, unless otherwise specified

“Support and Service Levels.” Subscription to the SLA is mandatory for as long as the Services are provided by Generix. GENERIX will provide the Customer with operational support and other forms of assistance as described in the Support and Service Levels available at https://www.generixgroup.com/fr-ca/niveaux-dassistance-et-de-service (“SLA”) and will use reasonable efforts to make the Services available as set forth in the SLA. The SLA subscription selected by the Customer is the one indicated in the Purchase Order (under “Selection of Version Type”) and applies uniformly to all Services provided by Generix under the Purchase Order

“Privacy Protection.” With respect to personal data, the Parties agree to comply with the terms of the Data Processing Agreement (“DPA”) available at the following address for customers in the United States of America: https://www.generixgroup.com/en/dpa-us, or for other customers https://www.generixgroup.com/fr-ca/protection-des-donnees-a-caractere-personnel

ARTICLE 2: PURPOSE

Under this Agreement, GENERIX provides maintenance and support services for the Software in exchange for the fee paid by the CLIENT, as defined in the purchase order for the designated Software (the Contract granting the CLIENT the rights to use the Software is referenced in the Purchase Order).

 

ARTICLE 3: TERM

This Agreement shall take effect on the date specified in the associated Purchase Order and shall remain in effect for the term set forth in said Purchase Order, including any renewal periods.

 

ARTICLE 4: SERVICES PROVIDED

GENERIX will provide remote maintenance services to the CLIENT at the times and on the days specified in Appendix A.

 

ARTICLE 5: LIABILITY

The CLIENT is not authorized to demand additional services or enhancements to the Software under this Agreement.

At no time may GENERIX guarantee the reliability or operation of the telecommunications means used. GENERIX assumes no liability for the equipment used by the CLIENT.

The CLIENT waives any claim for liability against GENERIX in the event of damage to the database, computer storage media, or any other document, hardware, or program that the CLIENT may make available to GENERIX, whether during work to be performed by GENERIX or during the resumption of operations following a maintenance operation by GENERIX.  To protect against these risks, the CLIENT must make a copy of all documents, files, and media, particularly prior to any maintenance operation performed by GENERIX, and establish the necessary procedures for resuming operations.

NEITHER THE PARTIES NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR TORTIOUS DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOST PROFITS OR LOSS OF BUSINESS REVENUE, THE INABILITY TO ACHIEVE EXPECTED COST SAVINGS, OR ANY OTHER COMMERCIAL, FINANCIAL OR ECONOMIC LOSS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PROVISION OF GENERIX MAINTENANCE SERVICES, OR ANY OTHER OBLIGATION UNDER THIS AGREEMENT, WHETHER OR NOT THE OTHER PARTY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE, SHALL NOT EXCEED THE MAINTENANCE FEE COLLECTED BY GENERIX FROM THE CUSTOMER UNDER THIS AGREEMENT PRIOR TO THE OCCURRENCE OF THE DAMAGES FOR THE 12 MONTHS PRECEDING THE OCCURRENCE OF THE ALLEGED DAMAGES. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION DO NOT APPLY TO LOSSES OR DAMAGES RESULTING FROM OR RELATED TO WILLFUL OR GROSS NEGLIGENCE.

 

ARTICLE 6: EXCLUSIONS AND SUSPENSION OF MAINTENANCE SERVICES

GENERIX shall not be liable in the event of the CLIENT’s failure to comply with any provisions of this Agreement, and in the cases set forth in the non-exhaustive list below, as the Maintenance Services do not include:

 

• The recovery, restoration, or reconstruction of files and data that have been destroyed, altered, or lost, as well as the backup of the CLIENT’s files and data.
• New modules, features, or products sold separately by GENERIX.
• Specific developments not covered by a separate agreement or contract.
• User training services.
• The CLIENT’s equipment, accessories, supplies, and other hardware components.
• Configuration, setup, technical, or functional support services related to systems, software, interfaces, files, printouts, equipment, applications, or environments that are not within the scope of the covered Software.
• Adaptations or modifications to the Software necessary for its use on equipment, in a technical environment, or at a site not provided for within the applicable contractual scope.
• Incidents, anomalies, or malfunctions resulting from:
• user error, negligence, misuse, or improper use of the Software;
• failure to comply with GENERIX’s rules of use, technical requirements, or recommendations;
• failure to comply with the recommendations or prerequisites issued by the suppliers of the applicable technical components;
• the use of third-party software not covered by the Purchase Order or that interacts with the Software;
• any modification of the Software made without GENERIX’s authorization or by an unauthorized person;
• any modification of data performed outside the Software’s authorized mechanisms, procedures, or applications;
• interventions performed by the CLIENT or by third parties on the Software or its environment.

In general, GENERIX does not undertake to include new operational features upon request, nor to update the Software so that the CLIENT can use it on other equipment or in a different configuration.

GENERIX may suspend corrective maintenance for a defect, component, or affected environment if the CLIENT:

• directly modifies the Software or its components without GENERIX’s authorization;
• installs software, a component, or technology that is incompatible with the Software or the database;
• fails to apply the required updates to the Software, the database management system, or the operating system;
• fails to implement the patches, workarounds, or reasonable recommendations provided by GENERIX;
• refuses to provide or fails to provide GENERIX with the access necessary to perform the necessary actions;
• fails to comply with the technical requirements applicable to the version of the Software being used.

When GENERIX provides a fix or procedure necessary for the maintenance of the Software and requests its deployment, the CLIENT must implement it within the reasonable timeframe specified by GENERIX and, where applicable, within a maximum of two (2) months following its release.

The suspension of corrective maintenance shall remain in effect until the condition that led to the suspension has been corrected by the CLIENT.

 

ARTICLE 7: SERVICE LEVEL AGREEMENT (SLA)

The definitions of incident severity levels and response times are set forth in Appendix A.

 

ARTICLE 8: GENERAL OBLIGATIONS OF THE CLIENT

The maintenance service requires active and regular collaboration between the Parties.

Accordingly, the CLIENT agrees to:

• Make available the appropriate resources, provide the information and access reasonably requested by GENERIX;
• Participate in tests and validations that fall under its responsibility;
• Provide technical support for its interfaces;
• Provide the necessary operational and logistical information;
• Review the deliverables and provide approval or feedback within two (2) to three (3) business days when this obligation applies;
• Give reasonable priority to activities necessary to resolve an incident or carry out an agreed-upon activity;
• Designate, in the purchase order, trained and qualified points of contact who are authorized to receive and implement advice and recommendations from GENERIX’s services. Any maintenance request made by the CLIENT must be submitted by these contact persons;
• Notify GENERIX in writing of any changes that may affect the Software, as well as any changes in contact persons;
• Agree to comply with the normal terms of use for the Software, strictly follow the instructions provided by GENERIX, and comply with all provisions of this Agreement;
• Prior to any remote maintenance intervention by GENERIX, the CLIENT must ensure that such intervention poses no risk of causing damage;
• To make available to GENERIX all documents, files, and information necessary or useful for the maintenance operation, as well as a backup of the files installed on the system on which the maintenance operation is to be performed;
• To allow any person designated by GENERIX to enter its premises to identify or correct any anomaly, incident, or error in the Software;
• Notify GENERIX of any operational errors in the Software;
• Ensure that any installation of a new version or a patch, and any work on the maintained Software, is entrusted solely to the CLIENT’s designated GENERIX contact, to a GENERIX-approved vendor, or to the Supplier itself. In the latter case, maintenance and service fees will be billed at the rates in effect on the date of installation or maintenance.

GENERIX shall be released from its obligations under this Agreement in the event that the CLIENT fails to fulfill its obligation to cooperate

The CLIENT is responsible for the installation and maintenance of its backup server, production server, deployment server, and test server. It is essential that a test and development environment be maintained for training, testing, and deployment purposes.

 

ARTICLE 9: CONSEQUENCES OF LATE OR REJECTED PAYMENTS

Furthermore, GENERIX reserves the right, 30 (thirty) days after sending a formal notice to pay by certified mail that has remained partially or wholly ineffective, (i) to suspend the Services until full payment of the amounts due and/or, (ii) to terminate the Agreement as of right with immediate effect. The Parties agree that such suspension shall not give rise to any right to compensation for the Customer.

All costs associated with unpaid amounts, resulting from a bank rejection of a payment by the Customer, and/or all costs associated with restoring service following a suspension of the Services due to nonpayment, shall be borne by the Customer.

 

ARTICLE 10: Maintenance Fee: Amount and Billing

10.1 Amount:

The maintenance fee will be billed in accordance with the terms of the associated Purchase Order.

The CUSTOMER agrees to pay Generix the fees specified in the associated Purchase Order and/or Agreement. All amounts payable by the CLIENT to Generix hereunder are exclusive of any taxes, levies, or similar government charges that may be assessed by any jurisdiction on any amount due under this Agreement, including, but not limited to, tariffs, customs duties, fees, withholding taxes, sales tax/VAT, GST/QST, consumption, sales, and use taxes payable by the CLIENT as the purchaser of the maintenance service (collectively, “Taxes”). Any subsequent changes in tax laws following the execution of this Agreement and applicable within the national territory shall be borne by the CLIENT. In the event of a withholding tax, the CLIENT shall pay Generix the full amounts net of withholding tax only after providing Generix with the applicable tax receipts.

Generix may increase the maintenance fee on the anniversary date of the signing of this Agreement.

For the resolution of incidents not attributable to the Software, for additional services and the minimum billing of related costs, travel time, and late payment interest, the price will be based on the rates in effect at GENERIX on the date of the maintenance operation or the causal event.

10.2 Consequences of Late Payment:

Without prejudice to any other rights Generix may have, in the event of the CLIENT’s failure to pay the invoice in accordance with the terms set forth herein, Generix shall have the right to suspend any of its obligations, including the suspension of Maintenance Services, until the CLIENT has paid the invoice in full.

The consequences of the suspension of these Services shall be borne solely by the CLIENT. In particular, the CLIENT acknowledges that such suspension may result in price increases or delays in the delivery of its own services or in transactions with other suppliers. Without prejudice to any other rights Generix may have, Generix may terminate this Agreement upon thirty (30) days’ notice for late payment. Failure to pay fees shall be considered a material breach and shall result in termination for default as provided for in Article 10.

 

ARTICLE 11: Termination

If either Party hereto fails to perform any of its contractual obligations and if such Party is unable to remedy such failure, the other Party may terminate the Agreement by certified letter if the formal notice to remedy such breach remains without effect for more than thirty (30) days. This Agreement shall cease to be effective if the Purchase Order to which it relates is terminated or expires.

 

ARTICLE 12: REFERENCES

The CLIENT authorizes GENERIX to use the CLIENT’s name and logo as a commercial reference and for its communication purposes, as well as for a brief description of the project throughout the term of the Agreement and the CLIENT’s use of the Software, subject to the CLIENT’s prior written consent.

 

ARTICLE 13: CONFIDENTIALITY

The Parties agree to maintain the confidentiality of all confidential information obtained or exchanged between the Parties in connection with this Agreement. The Parties must maintain the confidentiality of any information obtained or any data transferred for the purposes of this Agreement.

The Party receiving confidential information shall treat and safeguard such information with the same degree of confidentiality as its own confidential information, but with at least reasonable care, and shall not communicate or disclose it to third parties without the prior written consent of the other Party or as required by law. The Parties agree to take all reasonable measures to ensure that confidential information is not disclosed to their employees or contractors in violation of this Agreement. The provisions contained in this clause shall apply for the duration of this Agreement and for ten (10) years thereafter; they shall survive any expiration or termination.

However, neither Party is bound by this clause with respect to the following types of information:

• Information that was lawfully known and not of a confidential nature prior to its disclosure as confidential by the disclosing Party;
• Information developed by either Party independently without the use of confidential information;
• Information that was already in the public domain or that has entered the public domain through no fault of the recipient.

Each Party agrees to use Confidential Information exclusively for the purposes of this Agreement, even when acting on its own behalf, and agrees to return to the other Party, upon its first request, any document or other medium containing such Confidential Information and any copies thereof, provided by the other Party for the purposes of this Agreement.

All documents, in any form whatsoever, that must be provided by GENERIX for the purposes of this Agreement remain its exclusive property and shall be returned to it upon request.

 

ARTICLE 14: INTELLECTUAL PROPERTY

GENERIX retains all of its intellectual property rights in the Software as well as all related rights.

No provision herein may be construed as transferring to the CLIENT any ownership rights in the Software, the Services, or any of GENERIX’s intellectual property.

The CLIENT agrees to respect GENERIX’s intellectual property rights in accordance with this Agreement and any related documents.

 

ARTICLE 15: GENERAL PROVISIONS

15.1 Amendment of This Agreement

The Parties may agree to amend this Agreement by means of an amendment to this Agreement duly signed in writing by both Parties, with each such amendment constituting an addendum.

15.2. Assignment

The CLIENT may not assign this Agreement, in whole or in part, without Generix’s prior written consent. Such consent shall be at Generix’s sole discretion and subject to any conditions Generix may impose on the CLIENT. No provision of this Agreement creates a contractual relationship between the CLIENT’s subcontractors and employees on Generix.

15.3. Non-Solicitation Obligation

The CLIENT shall refrain from any act that could result in its representatives engaged in the provision of any service being considered employees or agents of Generix. The CLIENT shall retain control over its representatives and shall retain all rights, powers, and responsibilities of an employer (if such representatives are employees) under applicable law, employment contract, or collective bargaining agreement, including, but not limited to, the payment of wages or salaries, social security and related deductions, annual leave, long-service leave, sick leave, supplemental health insurance if generally provided by the CLIENT to similar employees, and employee liability insurance, as well as the determination of working hours, the workplace, and termination of employment.

Each Party shall indemnify the other Party against all costs (including legal fees), expenses, liabilities, damages, and losses arising out of or in connection with any demand, claim, or judgment resulting from the actual or alleged transfer of the employment of any of its employees (or contractors) by operation of law to the other Party (or its contractors), including those incurred by that other Party or its contractors in connection with the employment or termination of employment of such person(s). During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party may, without the prior written consent of the other Party, solicit, induce, recruit, or attempt to solicit, induce, or recruit directly an employee or representative of the other Party, or make an offer of employment to an employee of the other Party, except in response to a general public advertisement that does not specifically target an employee. In this section, the terms “employ” and “employment” include, without limitation, the engagement of such a person in any capacity whatsoever, whether as an employee, director, contractor, consultant, or otherwise. In the event that one of the Parties fails to comply with this obligation, it agrees to compensate the other Party by immediately paying, up , and upon request, a lump-sum amount equal to twelve (12) times the employee’s gross monthly compensation at the time of departure.

15.4. No Waiver

No delay or failure by a Party to exercise any right or power available to it under this Agreement or to object to the other Party’s failure to perform an obligation in a timely and complete manner shall impair such right or power or be construed as a waiver of any subsequent breach or of any other obligation. Any waiver must be in writing and signed by the Party waiving its rights.

15.5 Notices

All notices, requests, or demands under this Agreement must be in writing and sent to the recipient at the address indicated below by certified mail or by fax confirmed by a copy delivered by certified mail or by personal delivery. A notice sent by certified mail shall be deemed to have taken effect on the third day following the date of mailing. A notice sent by fax shall be deemed to have taken effect on the recipient’s next business day. Notices delivered by hand must be signed by the recipient and shall be deemed to have taken effect upon delivery. Generix’s address is as follows:

Generix:

Generix Group North America Inc.

201-1360 Ropery St.

Montreal, Quebec H3K2X3

Canada

Attention: Help Desk

Contact phone number: 1-514-938-4562

 

15.6. Severability

If any provision of this Agreement is or becomes illegal or unenforceable, that provision shall be deemed severable from this Agreement, and the remaining provisions shall remain in full force and effect and bind the Parties as if such provision had never been included.

 

15.7 Force Majeure

Neither Party shall be liable for damages resulting from a delay or failure to perform its obligations under the Agreement when such delay or failure is due to an event beyond its reasonable control. The Parties agree that an event shall not be considered beyond a person’s control if a reasonable contractor, exercising due diligence under identical or similar circumstances and subject to obligations identical or similar to those contained in the Agreement, would have implemented contingency plans to mitigate or eliminate the effects of such event. Without limiting the generality of the foregoing, the Parties agree that events of force majeure include natural disasters and acts of war, insurrection, and terrorism, but do not include shortages or delays relating to supplies or services. If a Party seeks to be excused from its obligations under this Agreement due to an event of force majeure, that Party must promptly notify the other Party of the delay or failure to perform, the reason for such delay or failure, and the expected duration of the delay or of failure to perform. If the anticipated or actual delay or exceeds sixty (60) calendar days, or any longer period agreed upon in writing by the Parties, the other Party may suspend its obligations under this Agreement by providing notice of such suspension.

15.8. Entire Agreement

This Agreement (including the attached schedules) contains the complete and exclusive statement of the Agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, discussions, representations, warranties, or conditions of any kind, whether oral or written, regarding the subject matter hereof.

 

15.9 Governing Law and Jurisdiction

The Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable in that province and shall be interpreted in accordance therewith.

Unless otherwise required by public policy, any action relating to the Agreement must be brought within two (2) years from the date on which the cause of action arose.

The Client and GENERIX declare their intention to seek an amicable resolution to any dispute that may arise regarding the application or interpretation of the Agreement.

In the absence of an agreement, and after an unsuccessful attempt to reach an amicable solution, each Party submits to the exclusive jurisdiction of the courts of Quebec sitting in Montreal with respect to any actions, motions, referrals, or other proceedings related to the Agreement and agrees that all claims brought in connection with such actions, petitions, referrals, or other proceedings shall be heard and decided before such Quebec courts.

 

15.10 Counterparts

This Agreement may be signed and executed by the Parties in one or more copies, each of which shall be an original, and each of which may be delivered by fax, email, or any other functionally equivalent electronic means of transmission, and such copies shall together constitute a single and identical instrument. The person signing on behalf of the CLIENT below represents and warrants that he or she has full authority to sign this Agreement and to bind the CLIENT to perform all the duties and obligations set forth in this Agreement.

 

 

AGREEMENT

 

APPENDIX A: SUPPORT, MAINTENANCE, AND SERVICE LEVELS

 

TABLE OF CONTENTS

1. Purpose, Structure, and Applicability

PART A – SUPPORT SERVICES

Applicable to Maintenance Customers

2. Conditions for Access to Support Services
3. Management of Customer Tickets
   3.1 Creating a Ticket
   3.2 Support During Business Hours
   3.3 Support Outside Business Hours
4. Incident Classification and Prioritization
   4.1 Principles
   4.2 P1 – Critical Priority
   4.3 P2 – High Priority
   4.4 P3 / P4 – Normal / Low Priority
5. Support Hours and Procedures
   5.1 Normal Hours
   5.2 Extended Hours
   5.3 On-Call Service
   5.4 Contacts
   5.5 Superusers
   5.6 Languages
6. Support Service Levels
   6.1 Service Levels P1 / P2 / P3 / P4
   6.2 Resolution and Calculation of Response Times
7. Support Organization
   7.1 Level 1 – L1
   7.2 Level 2 – L2
   7.3 Level 3 – L3 / Product Delivery
8. Additional Services / Out of Scope
9. Crisis Response Team

PART B – MAINTENANCE SERVICES

10. Applicability
11. Scope of Maintenance Services
    11.1 Corrective Maintenance
    11.2 Upgrading Maintenance
    11.3 Maintenance of Specific Software
12. Responsibilities Regarding the Customer’s Infrastructure
    12.1 General Responsibility for the Technical Environment
    12.2 Remote Access
    12.3 Client’s Technical Obligations
13. Updates, Upgrades, and Version Management – Maintenance
    13.1 Release Entitlement
    13.2 Upgrade / Migration
    13.3 Customer Responsibilities During a Migration
    13.4 Professional Services – Migration/Upgrade Maintenance
14. Version Lifecycle – Maintenance
    14.1 Supported Version Policy and Four-Year Rule
    14.2 Extended Maintenance / Special Agreement
    14.3 Termination of Maintenance and Support
    14.4 Support for Unsupported Versions
15. Custom Developments – Maintenance
16. General Provisions Regarding the Scope of Services

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1. PURPOSE, STRUCTURE, AND APPLICABILITY

This Appendix sets forth the terms and conditions applicable to the Support Services and Maintenance Services provided by GENERIX to the CUSTOMER in connection with the Software.

This Appendix is structured as follows:

Part A – Support Services
The provisions of Part A apply to CLIENTS receiving Maintenance Services.

Part B – Maintenance Services
The provisions of Part C apply exclusively to CLIENTS who hold a license for the Software and have an active Maintenance contract.

Part C – Additional Common Provisions

In the event of a conflict between a general provision and a provision specific to the service model applicable to the CUSTOMER, the specific provision shall prevail.

 

PART A – SUPPORT SERVICES

2. CONDITIONS FOR ACCESS TO SUPPORT SERVICES

The CUSTOMER is entitled to the Support Services applicable to the Software, provided that:

• that the CLIENT is current in payment of invoices for Services provided by GENERIX; and
• having, as applicable, an active Maintenance Agreement.

The Support Services described in this Part A apply to the production environments covered by the applicable contract.

 

3. MANAGEMENT OF CUSTOMER TICKETS

3.1 Creating a Ticket

The CUSTOMER may use the following channels to contact GENERIX Support:

• for requests regarding Solochain WMS: the designated GENERIX portal;
• for requests regarding other solutions: the GENERIX portal or any other tool recommended by GENERIX;
• for P1 and P2 incidents: by phone and/or through the GENERIX portal or any other tool recommended by GENERIX.

GENERIX may modify the tools and portals used for Support management by informing the CUSTOMER of the new applicable access methods.

3.2 Support During Business Hours

The ticket is opened by the CLIENT or by the N1 NORAM team and is routed to the N1 NORAM queue.

The N1 NORAM team reviews the ticket and determines its nature.

Each ticket is classified according to the following categories:

• CUSTOMER incident;
• GENERIX incident;
• CUSTOMER request;
• additional request or improvement request.

Based on this analysis, GENERIX Support handles the ticket in accordance with the provisions of this Appendix.

When resolving an incident, the N1 NORAM team consults the knowledge base and attempts to reproduce the problem to facilitate its analysis and resolution.

If the ticket cannot be resolved by N1, it is forwarded to N2.

If the ticket cannot be resolved by N2, it is forwarded, depending on the nature of the incident, to the N3 technical expert or the N3 Product Delivery team.

The relevant teams will strive to resolve the incident or, failing that, provide an acceptable workaround to restore the Service.

Once the solution or workaround has been identified, GENERIX notifies the CLIENT and coordinates its deployment when it falls under GENERIX’s responsibility.

3.3 Support Outside Business Hours

Outside of business hours, Support Services are available for P1 and P2 incidents in accordance with the terms of this Appendix.

When a CLIENT creates a P1 or P2 ticket outside of business hours, the CLIENT must also contact the GENERIX emergency hotline to trigger the on-call process.

The ticket is handled by N1 NORAM.

If the request constitutes a new request, an enhancement, or an activity outside the scope of Support, it is directed to the process applicable to Additional Services.

If the incident cannot be resolved by N1, it may be forwarded directly to the N3 Product Delivery team or to any other appropriate specialized team.

GENERIX strives to resolve the incident or provide an acceptable workaround to restore the Service.

 

4. INCIDENT CLASSIFICATION AND PRIORITIES

4.1 Principles

All CUSTOMER tickets are evaluated by GENERIX and assigned a priority of P1, P2, P3, or P4 based, in particular, on:

• the nature of the incident;
• its technical impact;
• its impact on the CLIENT’s operations;
• its urgency.

The priority is determined by a combination of impact and urgency and dictates how the incident is handled by the Support teams.

During the resolution process, GENERIX may reassess the technical or business impact of the incident and adjust its priority level when circumstances warrant it.

4.2 P1 – Critical Priority

A P1 incident applies when the Software or a function essential to the CLIENT’s operations is unavailable or unusable and its restoration is of the utmost urgency.

This includes, in particular, a situation in which:

• a complete failure or severe degradation prevents the use of a critical business process;
• all or a critical portion of users can no longer access an essential function of the Software;
• performance issues have a significant impact that prevents the execution of critical business processes.

4.3 P2 – High Priority

A P2 incident applies when the Software remains operational, but its performance or certain important features are significantly degraded.

This includes, in particular, a situation in which:

• certain key operational functions cannot be performed under normal conditions;
• A group of users cannot access an important feature;
• the degradation has a significant operational impact without, however, causing the Software to become completely unavailable.

4.4 P3 / P4 – Normal / Low Priority

A P3 or P4 incident applies when the performance of a feature is reduced or intermittent or unexpected behavior is observed, without a blocking impact on the CLIENT’s critical operations.

This includes, in particular:

• intermittent behavior;
• unexpected behavior;
• a minor anomaly;
• a limited impact that does not prevent the user from performing their essential business processes.

The time required to develop a software fix is not included in the target resolution time when intervention by Product Delivery or R&D is necessary.

 

5. SUPPORT HOURS AND TERMS

5.1 Normal Hours

Monday through Friday:

9:00 a.m. to 5:00 p.m., Eastern Time.

5.2 Extended Hours

Monday through Friday:

5:00 p.m. to 8:00 p.m., Eastern Time.

5.3 After-Hours Service

Monday through Friday:

8:00 p.m. to 9:00 a.m., Eastern Time.

Weekends and holidays:

24 hours a day.

Critical support for P1 and P2 incidents is available 24 hours a day, 7 days a week, subject to the use of the emergency hotline in accordance with the GENERIX process.

5.4 Contacts

Support Phone: +1-514-928-4562
On-call phone number: +1-514-969-7654
Email: support-northamerica@generixgroup.com

GENERIX may update these contact details by notifying the CLIENT.

5.5 Superusers

The CLIENT shall designate one or more “super-users” authorized to communicate with GENERIX Support.

Super-users are registered on the applicable portal and serve as the CLIENT’s primary points of contact with Support.

Access to Support outside of normal business hours is limited to P1 and P2 incidents.

In the event of a change in super-user, the CLIENT must request that the applicable access rights be updated.

5.6 Languages

Technical and functional support services are provided in French and English, unless otherwise agreed upon by the Parties.

 

6. SUPPORT SERVICE LEVELS

The service levels defined in this section apply to CLIENTS receiving Maintenance Services, unless otherwise specified in the applicable Purchase Order.

6.1 Service Levels

Priority	Initial Response	Resolution/Troubleshooting Target	Update Frequency
P1	30 minutes during business hours; 60 minutes outside of business hours	Every reasonable effort is made to resolve the issue within 4 hours	45 to 60 minutes
P2	30 to 45 minutes during business hours; 60 to 75 minutes outside of business hours	Every reasonable effort is made to resolve the issue within 8 hours	2 hours
P3	16 hours if received before 1:00 p.m. Eastern Time on a normal business day, or the next business day	Every reasonable effort is made to resolve the issue within 7 days when Product Delivery is not required; up to 12 weeks when Product Delivery is required	As needed
P4	1 to 2 business days	Every reasonable effort is made to resolve the issue within 14 days when Product Delivery is not required; up to 16 weeks when Product Delivery is required	As needed

Resolution times are service targets, unless an applicable contractual commitment expressly provides otherwise.

 

6.2 Resolution

“Resolution” means:

the elimination of the cause of the incident; or
the implementation of a workaround that allows for the acceptable restoration of the Service.
The resolution time is calculated from the creation of the ticket in the GENERIX incident management system until the ticket is marked as “Resolved,” during the hours corresponding to the Support level subscribed to by the CLIENT.

Periods during which GENERIX is awaiting necessary information, approvals, access, or actions from the CLIENT are excluded from the calculation of the resolution time.

 

7. SUPPORT ORGANIZATION

7.1 Level 1 – L1

N1 constitutes the first level of Support for open tickets.

N1 is specifically responsible for:

• receive requests;
• classify tickets;
• determine their priority;
• reproduce and analyze problems;
• resolve incidents when possible;
• escalate incidents to N2 or N3;
• manage the backlog;
• follow up on issues;
• manage communications with the CLIENT;
• Identify requests that fall outside the scope;
• coordinate with other GENERIX teams as needed;
• provide support related to interfaces;
• make certain data corrections when they are covered.

7.2 Level 2 – N2

N2 handles more complex application or technical tickets escalated by N1.

N2 is specifically responsible for:

• reproducing and analyzing problems;
• resolving incidents whenever possible;
• escalating to N3 or Product Delivery when necessary;
• identifying when a software patch is required;
• identifying when Professional Services intervention is required;
• Manage recurring cases;
• manage the N2 backlog;
• ensure necessary communication with the CLIENT;
• analyze interface-related issues.

7.3 Level 3 – N3 / Product Delivery

N3 and Product Delivery bring together the specialized technical resources required to investigate and resolve complex problems.

These teams can, in particular:

• investigate anomalies;
• develop fixes;
• work on complex components;
• conduct tests;
• help resolve bugs;
• support the N1 and N2 teams;
• participate in activities necessary to restore the service.

 

8. ADDITIONAL SERVICES / OUTSIDE THE SCOPE

A request for a new feature, an improvement, a configuration, or an activity outside the scope of Support Services is considered an Additional Service.

Additional Services may include, but are not limited to:

• manual operations resulting from an issue for which the CLIENT is responsible;
• specific performance analysis;
• database purges;
• file reconstruction;
• intervention resulting from a virus or accidental destruction attributable to the CLIENT;
• consultation regarding equipment;
• on-site visits;
• new configurations;
• training;
• requests for improvements;
• functional modifications;
• correction of data resulting from an error by the CLIENT.

These Services are billed according to the applicable rates agreed upon by the Parties.

Any GENERIX intervention made necessary by an event for which the CLIENT is responsible may be billed.

For billable interventions performed outside normal business hours:

• after 5:00 p.m. on weekdays: 1.5 times the applicable hourly rate;
• on weekends: 2 times the applicable hourly rate;
• Holidays: 3 times the applicable hourly rate.

Rates may be subject to the annual indexation provided for in the contract.

The specific provisions regarding Professional Services related to Maintenance upgrades and migrations are set forth in Part B.

 

9. CRISIS RESPONSE TEAM

When a crisis response team is required following an incident for which the CLIENT is responsible, Services are billed on a Time & Material basis according to the personnel deployed.

Role	Rate
Level 1 Support	Standard hourly rate
Level 2 Support	Standard hourly rate
Support N3	Standard hourly rate
Expert Solution	1.5 × standard hourly rate
Incident Manager	1.5 × standard hourly rate
Support Manager	2.0 × standard hourly rate

When the crisis response team works overtime, is on call, or under applicable conditions:

• after 5:00 p.m. on weekdays: 1.5×;
• on weekends: 2×;
• on holidays: 3×.

PART B – MAINTENANCE SERVICES

APPLICABLE EXCLUSIVELY TO LICENSE/MAINTENANCE CUSTOMERS

10. APPLICABILITY

The provisions of this Part C apply exclusively to CUSTOMERS who hold a Software license and have an active Maintenance contract.

They supplement the Support Services defined in Part A.

 

11. SCOPE OF MAINTENANCE SERVICES

11.1 Corrective Maintenance

GENERIX shall correct Software Defects identified and reproduced by the CUSTOMER, which are then reported to GENERIX along with the information reasonably necessary for their identification, reproduction, and analysis.

The method of correction is at GENERIX’s discretion and may, in particular, take the form of:

• a Software fix;
• a patch;
• a modification to the documentation;
• a procedure or instruction;
• a workaround;
• any other reasonable means to correct the Anomaly or prevent its recurrence.

The timeframes and priority levels applicable to the handling of Anomalies are those defined in Part A.

When a request results from an incident not attributable to the Software or from an item excluded from the Maintenance Services, GENERIX’s intervention may be considered an Additional Service and billed in accordance with the applicable terms.

11.2 Evolutionary Maintenance

Subject to the applicable contract, the CLIENT may receive new versions of the Software made available by GENERIX as part of the Maintenance Services.

These versions may include, in particular:

• minor improvements to the Software’s existing features, including enhancements to usability, management rules, or performance;
• adaptations to the Software made necessary by changes to the operating systems or database management systems supported by GENERIX;
• modifications to the Software made necessary by changes in laws or regulations applicable to the Software.

Evolutionary Maintenance does not include:

• new modules or products sold separately by GENERIX;
• new features designated as requiring an additional license or right of use;
• Professional Services required for configuration, testing, training, project management, go-live, or any other deployment activity requested by the CLIENT.

The terms and conditions for installing and migrating to new versions are set forth in Section 20.

11.3 Maintenance of Specific Software

Unless otherwise expressly provided in the Purchase Order or in a separate contractual document, standard Software Maintenance Services do not include maintenance of Specific Software, custom developments, or other modifications made specifically for the CLIENT.

When the CLIENT subscribes to Maintenance for such Specific Software, it is maintained in accordance with the terms agreed upon by the Parties and may be subject to separate or additional Maintenance fees.

Maintenance of a specific software product is contingent upon the fact that it:

• has been developed by GENERIX or approved by GENERIX in accordance with its applicable processes;
• uses, when required, the APIs published or approved by GENERIX;
• is sufficiently documented to enable its maintenance;
• has not been modified by the CLIENT or a third party without GENERIX’s authorization or approval.

Any modification made by the CLIENT or a third party to Specific Software covered by Maintenance may result in the suspension or termination of its Maintenance if such modification has not been approved by GENERIX.

Services required to adapt, migrate, or make a specific Software compatible with a new version of the Software are not automatically included in the Maintenance fees for that specific Software and may be subject to billable Professional Services in accordance with the applicable terms and conditions.

 

12. RESPONSIBILITIES RELATING TO THE CUSTOMER’S INFRASTRUCTURE

12.1 General Responsibility for the Technical Environment

Unless otherwise provided in the contract, the CUSTOMER remains responsible for the operation, availability, maintenance, and security of its technical environment.

This includes, where applicable:

• servers;
• network;
• operating system;
• databases;
• backups;
• storage;
• telecommunications;
• infrastructure security;
• third-party software;
• equipment;
• overall availability of the environment.

12.2 Remote Access

In order to enable GENERIX to provide the Maintenance Services and meet the applicable service levels, the CLIENT must provide GENERIX with secure remote access to the technical environment and to the servers covered by the Maintenance.

The CLIENT is responsible for ensuring that the necessary access remains available during periods when GENERIX intervention is required.

Any delay resulting from GENERIX’s inability to access the CLIENT’s environment shall be excluded from the calculation of the applicable service levels.

12.3 Technical Obligations of the CLIENT

In particular, the CUSTOMER must:

• notify GENERIX of any significant changes to the site of use, the infrastructure, or the hardware on which the Software is installed;
• comply with the normal conditions of use for the Software and GENERIX’s technical recommendations;
• maintain a technical environment compatible with the version of the Software in use;
• ensure, prior to any remote intervention by GENERIX, that the intervention can be performed without undue risk to the connected systems;
• make available the documents, files, information, and access reasonably necessary for Maintenance;
• perform appropriate backups prior to any Maintenance intervention;
• maintain the technical environments reasonably necessary for the operation, testing, and deployment of the Software;
• maintain operating systems, database management systems, and other technical components in supported and compatible versions;
• ensure that operations requiring the involvement of an authorized provider are performed by GENERIX or a provider authorized by GENERIX;
• collaborate with GENERIX to identify, reproduce, and resolve Issues.

 

13. UPDATES, UPGRADES, AND VERSION MANAGEMENT – MAINTENANCE

13.1 Release Entitlement

Subject to the applicable Maintenance Agreement, the CLIENT is entitled to access the software versions, releases, and patches to which its agreement entitles it.

Access to a version or release does not mean that the Professional Services required for its installation, migration, configuration, testing, or deployment are included in the Maintenance fees.

13.2 Upgrade / Migration

As part of an applicable migration, GENERIX provides the CLIENT with:

• the applicable version of Solochain WMS for TEST and PROD environments;
• the applicable version of CUSTOMER-specific customizations, when these are covered by the subscribed Services.

The new version may be made available in the TEST environment to allow the CLIENT to perform the necessary validations prior to its deployment in production.

13.3 CLIENT Responsibilities During a Migration

The CLIENT remains responsible for the activities incumbent upon it, including:

• application testing;
• functionality validation;
• business process validation;
• preparation of the infrastructure;
• validation of environment compatibility;
• backing up environments and data as needed;
• provisioning of client resources;
• operational activities required for deployment;
• validation prior to going live.

13.4 Professional Services – Migration/Upgrade Maintenance

Professional Services required for the installation, migration, configuration, testing, or deployment of a new version are not automatically included in the Maintenance fees.

When the CLIENT wishes to receive assistance from GENERIX Services teams as part of the migration or upgrade process, these activities are billed in accordance with the applicable rates and contractual terms.

These activities may include, in particular:

• migration planning;
• installation;
• configuration;
• testing;
• functional support;
• project management;
• support for production launch;
• Go Live;
• adaptation or migration of custom developments;
• training;
• other activities necessary for the migration project.

 

14. VERSION LIFECYCLE – MAINTENANCE

14.1 Supported Versions Policy and Four-Year Rule

Given the evolution of technologies and in order to ensure an appropriate level of maintenance, support, and security, GENERIX requires Maintenance CLIENTS to use versions of the Software that are less than four (4) years old.

GENERIX recommends that the CUSTOMER install a new version of the application at least once every four years.

When the CUSTOMER is using a version that is nearing the end of its standard support period, GENERIX may ask the CUSTOMER to plan its migration to a supported version.

14.2 Extended Maintenance / Special Agreement

When a CUSTOMER wishes to continue using a version beyond the standard Maintenance period, GENERIX may, at its discretion and subject to technical feasibility, offer a special Extended Maintenance agreement.

This agreement may include, in particular:

• specific support terms;
• additional limitations;
• different processing times;
• specific exclusions;
• additional maintenance fees;
• fees applicable to specific developments;
• any other conditions necessary to maintain the version in question.

Additional maintenance fees may amount to up to 100% of the applicable maintenance and specific development costs, depending on the circumstances and the version in question.

The availability of extended maintenance does not constitute an obligation on the part of GENERIX to maintain an older version indefinitely.

14.3 Termination of Maintenance and Support

If the CLIENT refuses to migrate to a supported version or if it is no longer reasonably possible for GENERIX to maintain an older version, GENERIX reserves the right, subject to the applicable contractual terms, to permanently terminate Maintenance and Support for the version in question.

The CLIENT acknowledges that the use of an older version may, in particular, result in:

• GENERIX’s inability to address certain security-related issues;
• GENERIX’s inability to address certain issues related to the Software or the database;
• increased costs for maintenance, support, or specific development work;
• the unavailability of patches from third-party vendors;
• incompatibility with new versions of operating systems, databases, or technical components;
• GENERIX’s inability to fulfill certain commitments due to the end of life of technical components maintained by the CLIENT.

Subject to applicable mandatory provisions, GENERIX shall not be held liable for any damages directly or indirectly attributable to the CLIENT’s continued use of an unsupported version despite the migration recommendations provided by GENERIX.

14.4 Support for Unsupported Versions

When a CLIENT continues to use a version that is no longer covered by the standard Maintenance period, the activities required of GENERIX to analyze, document, test, develop, or attempt to restore the Software may be billed to the CLIENT according to the applicable rates.

These activities may include, in particular:

• incident analysis;
• technical research;
• reproduction;
• documentation;
• testing;
• development;
• creating a fix;
• searching for or implementing a workaround;
• attempting to restore the Service.

These fees may apply regardless of the outcome of the intervention and are not included in the annual Maintenance fees, unless otherwise expressly agreed upon by the Parties.

 

15. CUSTOM DEVELOPMENTS – MAINTENANCE

Code, scripts, and other elements custom-developed by the CLIENT or a third party remain the responsibility of the CLIENT unless otherwise provided for in the contract.

Any code developed by the CLIENT or a third party must use the APIs published or approved by GENERIX when required to access the Software.

Code modifications approved by GENERIX in accordance with the applicable QA process may be maintained and supported for a fee agreed upon by the Parties.

GENERIX does not provide any support, maintenance, bug fixes, or upgrades for code modifications made by the CLIENT or a third party that have not been approved in accordance with the applicable process.

Any approved modification must be properly documented and communicated to GENERIX.

A modification affecting a CORE feature of the Software may result in the exclusion of the affected feature from standard Support or Maintenance.

When GENERIX agrees to maintain a custom development, additional Maintenance or Service fees may apply.

Maintenance of a custom development does not imply that its adaptation or migration to a new version of the Software is automatically included.

The activities required to adapt or migrate a custom development may be subject to separate Professional Services in accordance with Section 20.4.

 

PART C – ADDITIONAL COMMON PROVISIONS

16. GENERAL PROVISIONS REGARDING THE SCOPE OF SERVICES

Unless otherwise provided in the contract, Support Services do not include:

• general user training;
• the implementation of new business processes;
• improvement projects;
• new configurations;
• developments not covered;
• interventions resulting from a problem for which the CLIENT is responsible;
• Professional Services activities not expressly included in the subscribed Services.

When the nature of a request exceeds the scope of the applicable Support or Maintenance, GENERIX may offer the CLIENT Professional Services, a configuration change, a development, an additional subscription, or any other appropriate solution.

The commercial terms applicable to these Services are agreed upon in accordance with the applicable Contract or Purchase Order.