Customer Success Agreement

Last modified: 15 May 2021

BY ACCEPTING THIS AGREEMENT THROUGH AN AGREEMENT OR ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE “INCORPORATING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS CUSTOMER SUCCESS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

By purchasing or using RequirementONE, you accept this Customer Success Agreement.

RequirementONE reserves the right at any time in its sole discretion to change the Customer Support or Customer Success Services and this Customer Success Agreement. If changes increase the price or materially decrease the level of the Customer Success Services purchased, 30 days’ email notice will be provided. Your use of the Services after the date that the change takes effect constitutes your acceptance of the changed Services and Customer Success Agreement.

ALL LIMITATIONS OF REMEDIES AND DISCLAIMERS OF WARRANTIES, CONDITIONS AND LIABILITY FORM AN ESSENTIAL BASIS OF THE PARTIES’ AGREEMENT.

This RequirementONE Customer Success Agreement (this “Agreement”) is between RequirementONE Group Limited (“RequirementONE”) and the individual or entity that has executed this Agreement (“You”). This Agreement sets forth the terms and conditions that govern Services provided as part of this Agreement.

1. AGREEMENT DEFINITIONS

Term	Definition
App or Apps	is a RequirementONE configured product which may be bought directly through an Order or downloaded from the R1 Marketplace.
Customer Support	is a reactive, break fix service designed to ensure the RequirementONE product continues to work in accordance with the documentation.
Customer Success	is a proactive service designed to help each customer achieve their business goals through the use of the RequirementONE product.
Data Center	refers to the geographic location in which the Subscription Environment is physically located. The Data Center applicable to the Private Cloud Subscription is set forth in the Agreement.
Documentation	means the on-line information, user manuals, product descriptions, manuals and materials, as well as any help windows and readme files for the RequirementONE Products that are accessible from the Subscription. The Documentation describes technical and functional aspects of the RequirementONE Products.
Effective Date	means the date this agreement is effective as shown by the date on the applicable order form.
Professional Services	means, collectively, the consulting and other professional services which You have ordered. Professional Services include any deliverables described in Your Order and delivered by RequirementONE to You under the Order.
RequirementONE Products	refers to the software products owned or licensed by RequirementONE to which RequirementONE grants You access as part of the Order, including Documentation, and any program updates provided as part of the Subscription.
Separately Licensed Third-Party Technology	refers to third party technology that is licensed under Separate Terms and not under the terms of this Agreement.
Subscription	means, collectively, any RequirementONE software as a service (SaaS), Private Cloud Subscription, Professional Services, or App service offering listed on the RequirementONE current product list.
Subscription Environment	means the combination of data center, hardware and software components owned, licensed or managed by RequirementONE to which RequirementONE grants You and Your Users access as part of the Subscription which You have ordered.
Subscription Period	refers to the period of time for which You ordered Your Subscription as specified in Your Order.
Subscription Specifications	refers to the combination of platform, users, apps, automation, reporting, professional services and customer success that comprise the Subscription within Your Order, which is hosted in the Subscription Environment.
Users	means those employees, partners, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Subscription in accordance with this Agreement and Your Order. For Subscriptions that are specifically designed to allow Your customers, suppliers or other third parties to access the Subscription to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your Order.
You and Your	refers to the individual or entity that has executed this Agreement.

Other capitalized terms have the definitions provided for them in the Agreement.

2. VALUES

Customer success is a core value at RequirementONE and we pride ourselves on providing an outstanding customer experience. This starts with the way we’ve designed our product, and extends to the way we partner with our customers during and after deployment.

3. DEFINITION

3.1 RequirementONE Customer Support Engineers and Customer Success Engineers are available for help with a suite of RequirementONE tasks. Customer Support and Customer Success exclude any professional services.

3.2 The tier of Customer Support that you have is detailed in the Order Form. Only one tier of Customer Support can be purchased by Your company, unless there is no overlap in Subscriptions (e.g. They are not used by the same set of Users).

3.3 RequirementONE will provide Customer Success services (“Customer Success”) as a part of your Subscription, provided You are current in payment of the applicable Subscription Fees.

3.4 RequirementONE’s full Customer Success guidelines are set forth in our Customer Success Handbook, which can be accessed here (password required): https://helpdesk.requirementone.com/hc/en-us/categories/360002342031-Customer-Success. A high-level summary is provided below.

4. CUSTOMER SUCCESS TIERS

There are two tiers of Customer Support, Customer Support and Premier Customer Support which are summarised below:

	CUSTOMER SUPPORT	PREMIER CUSTOMER SUPPORT
Priority 1 Premier Support access	24 x 5	24 x 7
Phone support	Customer Success Number	Direct Number
Training - Remote instructor led	24 Hours	48 Hours
Training - Training videos	Standard	Customised
Number of Support calls	50	500
Support Account Manager (SAM)	-	Named
Customer support meeting	-	Quarterly
Support Business review	-	Annually
Customer Advisory Board (CAB)	-	Invited

In addition, you may have invested in Customer Success, giving you access to a Customer Success Manager (CSM). Your CSM is invested in proactively helping you to achieve your business goals via the RequirementONE product. This will be achieved using:

Regular business review meetings
Expedited implementation based on business goals
Strategic advice
Roadmap discussions
Customised training
Advocacy for change requests

5. CUSTOMER SUPPORT DETAILS

RequirementONE Customer Support provides the following benefits:

BENEFIT	DESCRIPTION
Priority 1 PREMIER Support ACCESS	For Priority 1 issues, You have access to priority call routing, to connect you with a Premier Customer Support Engineer 24 hours a day, 5 days a week. For all other priorities, You have access to the same engineers 12 hours per day, 5 days a week.
PHONE SUPPORT	Speak to a Customer Support Engineer directly
TRAINING	Ensure your Users are fully trained with a combination of Train the trainer, Remote guided learning and on-line videos.
CUSTOMER ADVISORY BOARD	You may be invited to participate in RequirementONE’s Customer Advisory Board (CAB) who influence the future direction of the RequirementONE Subscription offering.

6. PREMIER SUPPPORT DETAILS

RequirementONE Premier Success provides the following benefits:

BENEFIT	DESCRIPTION
Priority 1 PREMIER Support ACCESS	For Priority 1 issues, You have access to priority call routing, to connect you with a Premier Customer Support Engineer 24 hours a day, 7 days a week. For all other priorities, You have access to the same engineers 12 hours per day, 5 days a week.
PHONE SUPPORT	Speak to a senior Premier Customer Support Engineer directly
TRAINING	Ensure your Users are fully trained with a combination of Train the trainer, Remote guided learning and customized videos.
SUPPORT ACCOUNT MANAGER (SAM)	A Named SAM will be provided to You who will provide the following: Regular Communication Single Point of Contact for questions, escalations, assistance Customer advocacy to ensure Your voice is heard when decisions are being made
CUSTOMER SUPPORT MEETING	Quarterly, scheduled, virtual meeting (on-site at Your expense if you prefer) to review performance, review adoption metrics and plan for upcoming activities.
ANNUAL BUSINESS REVIEW	Annual, scheduled, on-site meeting to Review product roadmap. Conduct a health check of Your usage of RequirementONE.
CUSTOMER ADVISORY BOARD	You will be invited to participate in RequirementONE’s Customer Advisory Board (CAB) who influence the future direction of the RequirementONE Subscription offering.

7. PRIORITY LEVELS AND RESPONSE TIMES

RequirementONE will use commercially reasonable efforts to adhere to the following response times:

PRIORITY	DESCRIPTION	CUSTOMER SUPPORT		PREMIER CUSTOMER SUPPORT
		FIRST RESPONSE	NEXT RESPONSES	FIRST RESPONSE	NEXT RESPONSES
Priority 1	Production System down or unusable. Halted Go-Live.	1 Hour	2 Hours	30 Minutes	1 Hour
Priority 2	Development System down or unusable. Production System loss of major functionality	1 Hour	4 Hours	1 Hour	2 Hours
Priority 3	System operational, with minor loss of functionality, for which a workaround may exist.	4 Hours	48 Hours	2 Hours	Daily
Priority 4	Question / How to / Enhancement	8 Hours	72 Hours	4 Hours	48 Hours

8. ACCEPTABLE USE

RequirementONE Customer Support may be used only for Your internal purposes. Use of RequirementONE Customer Support on behalf of a third party that is not a party to the Agreement, or for Freemium Versions, is a material breach of the Agreement.

9.YOUR RESPONSIBILITIES

In using RequirementONE Customer Support, You agree you will:

provide RequirementONE with sufficient information and resources to correct any issues;
provide RequirementONE with sufficient information and resources to provide any online training;
maintain your Customer Support contacts details.

10. EXCLUSIONS

RequirementONE is not obligated to provide help for the following:

Software that has been modified or damaged by User or a third party
issues caused by User’s negligence, internet malfunction or other causes beyond the reasonable control of RequirementONE;
issues caused by third party software not licensed through RequirementONE or provided by RequirementONE.

11. CUSTOMER SUPPORT CONTACTS

RequirementONE Customer Support will provide assistance to the designated contacts, the number of which are set in an Order Form (“Customer Support Contacts”). If the number of Customer Support contacts is not set in an Order Form, the default value of three shall apply.

The initial designation of the Customer Success Contacts will be set during the initial project kick off meeting. The Customer Support Contacts should:

be power users of the system
have Editor access to the System
have English language communication skills
have relevant technical knowledge.

You may modify your designated Customer Support Contacts at any time during the Services Period by notifying RequirementONE via the RequirementONE Helpdesk and giving RequirementONE five (5) business days to process the change.

These contacts will be the only interface to RequirementONE Customer Success.

In an emergency, a RequirementONE Customer Support engineer will respond to an issue for an unauthorized contact on an exception basis subject to later verification and involvement of a named Customer Support Contact.

12. REMOTE ACCESS

To provide the Customer Support, RequirementONE may be required to connect remotely to your device which allows us to access and control your device, view your device screen, install software and change settings on your device. We may ask you to download or accept RequirementONE or third-party software licensing terms to establish the remote connection. You are responsible for any download charges that may apply and for paying the fees charged by your data connection provider(s) (e.g. via internet, Wi-Fi or mobile provider). Those fees are in addition to any fees you pay us for the Customer Success and we will not reimburse you for them.

13. NOTICES

When you sign up for Customer Support and give your email address, you consent to RequirementONE providing you notifications about the Customer Support or information the law requires us to provide to you via that address. Notices emailed to you will be deemed given and received when the email is sent.

It is your responsibility to ensure these records are maintained with the correct information.

14. WARRANTIES AMD DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUSTOMER SUCCESS AND CUSTOMER SUPPORT IS PROVIDED “AS IS” AND REQUIREMENTONE DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY CUSTOMER SUCCESS, CUSTOMER SUPPORT, SOFTWARE, DIAGNOSTICS, OR OTHER MATERIALS OR INFORMATION WE PROVIDE. YOU BEAR THE ENTIRE RISK OF THE CUSTOMER SUCCESS’ OR CUSTOMER SUPPORT'S QUALITY AND PERFORMANCE.

15. REMEDIES FOR BREACH

If the law provides any implied warranties despite the exclusions and limitations in this Customer Success Agreement, your remedies are limited as determined by us, in the case of Customer Success or Customer Support, to either:

performance of the Customer Success, or
performance of the Customer Support, or
a refund of the price you paid (if any) for the Customer Success or Customer Support.

This is your only remedy for a breach of warranty or condition, even if the remedy fails of its essential purpose.

Unless the law mandates otherwise, we will determine the order in which these limited remedies are provided. You may have additional consumer rights under the law which this Customer Success Agreement cannot change.

16. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE, EVEN IF REQUIREMENTONE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE FORESEEABLE.

IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES, YOU CAN RECOVER FROM REQUIREMENTONE ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE CUSTOMER SUCCESS OR CUSTOMER SUPPORT; AND NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF YOUR DATA OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS SERVICE AGREEMENT, ANY CUSTOMER SUCCESS CUSTOMER SUPPORT OR OR ANY OTHER MATERIALS OR INFORMATION THAT REQUIREMENTONE PROVIDES,

THIS LIMITATION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION OR THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE.

YOU ARE RESPONSIBLE FOR YOUR USE OF THE CUSTOMER SUCCESS OR CUSTOMER SUPPORT AND ARE LIABLE FOR ANY RESULTING DAMAGE TO THE MAXIMUM EXTENT THE LAW PERMITS.

17. SURVIVAL OF CERTAIN PROVISIONS

If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

The provisions of this Agreement concerning Warranties and Disclaimers, Limitation of Liability shall survive the termination of this Agreement, and termination shall not relieve either party of the obligation to pay any amount due the other. All rights and remedies of RequirementONE shall survive termination.

18. GOVERNING LAW AND JURISDICTION

This Agreement is governed by English law and You and RequirementONE agree to submit to the exclusive jurisdiction of, and venue in, the courts of England in any dispute arising out of or relating to this Agreement.

19. ENTIRE AGREEMENT

You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable Order, is the complete agreement for the Customer Success Subscription and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Subscription. Nothing in this Agreement excludes or limits RequirementONE’s liability for deceit or fraudulent misrepresentation.
It is expressly agreed that the terms of this Agreement and any RequirementONE Order shall supersede the terms in any purchase Order, procurement internet portal, or other similar non-RequirementONE document and no terms included in any such purchase Order, portal, or other non-RequirementONE document shall apply to the Subscription ordered. In the event of any inconsistencies between the terms of an Order and the Agreement, the Order shall take precedence; however, unless expressly stated otherwise in an Order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an Order. Except as otherwise permitted in the sections for Subscription Specifications, Data Protection and Third-Party Content with respect to the Subscription, this Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by authorized representatives of You and of RequirementONE.
No third-party beneficiary relationships are created by this Agreement.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please contact us.

RequirementONE Group Ltd.

Suite 5, 5th Floor
City Reach
5 Greenwich View Place
E14 9NN, London
United Kingdom