MASTER SERVICES AGREEMENT

SCHEDULE “A”. SERVICES SCHEDULE

Section 1. Implementation Services

1.1 Consulting Services

1.1.1 BelcaSoft shall advise and assist Licensee in respect to the use and implementation of riger® as set out in a SOW (“Consulting Services”).

1.1.2 Project Schedule shall be set out in a SOW.

1.2 SaaS Services

1.2.1 BelcaSoft shall make available to the Licensee the SaaS services (which are the “Services” under the Master Agreement) having the Software, functionality, performance specifications, and characteristics set out in riger® configuration card.

1.2.2 The Parties acknowledge and agree that BelcaSoft will use commercially reasonable efforts to perform the Services to a standard and level of performance which is required in order for BelcaSoft to meet or exceed the Service Levels; however, the Service Levels are intended to be baseline performance standards and levels for the delivery and performance of the Services.  BelcaSoft will be obligated to meet all Service Levels, whether or not SLA Credits apply to such Service Levels.

1.2.3 The Services will be available 99.9% of the time, twenty-four (24) hours per day, seven (7) days per week (0.73 hours of System Downtime per month) each month.  This availability refers to an access point on the System’s hosting equipment at the Hosting Centre Location.  Availability does not include Licensee-caused outages or disruptions, or System Downtime for Scheduled Maintenance.

1.2.4 The Services are an application that enables the following functionality via the internet:

Riger® is an oilfield operations management software built for energy service and equipment rentals companies. The software includes the array of cloud and mobile applications to manage oilfield service and rental operations: sales, price management, scheduling and dispatching, purchases, sub-rentals, rework, reservation and backups, safety, human resources, field, and internal operations, equipment repairs, inspections and maintenance, tickets and client requests tracking, job costing and business analytics, and other modules and features.

1.2.5 Authorized Users and License Model shall be defined in a SOW.

1.3 Configuration Services

1.3.1 BelcaSoft shall provide the configuration and related work set out in a SOW (“Configuration Services”), to be performed by BelcaSoft to configure the Services for access and use by Licensee.

1.4  Other Services

1.4.1 In addition to the Configuration Services, BelcaSoft shall provide the training, custom programming, and other consulting services (“Other Services”) set out in one or more proposals, quotes, statements of work, or the like (each, an “Other Services SOW”), agreed upon separately.

1.5 User Training Services

1.5.1 BelcaSoft shall provide training services (“Training Services”) to educate Licensee’s users on riger® functionality. Training options include:

  • Riger® Academy – online e-learning system (additional Fees apply)
  • Online custom Training (additional Fees apply)
  • On Site custom Training (additional Fees apply)
  • Prerecorded webinars
  • Riger® Knowledge Base.

1.6 Hosting Services

1.6.1 BelcaSoft shall provide hosting service through third party providers.

1.6.2 The Hosting Centre Locations are as follows: USA and Canada

Section 2. Custom Programming Services

2.1.1 BelcaSoft can provide custom programming services and related work set out in a SOW (“Custom Programming Services”), to be performed by BelcaSoft upon Licensee request. Custom Programming Services Fees have to be 100% pre-paid unless otherwise stated in a SOW.

Section 3. Support Services

3.1 General Support Services Standards

3.1.1 Support Services Hours:  Support will be provided from 7:00 a.m. to 5:00 p.m. Mountain Standard Time (“Standard Business Hours”), each day other than a Saturday, Sunday or statutory holiday in Calgary, Alberta (“Business Days”).  After-hours support will be available for Severity 1 and Severity 2 requests in the form of cell phone and/or email.

3.1.2 BelcaSoft Support Contacts:

Telephone            1-888-865-8903

Email                     support@riger.us

Web portal           www.riger.us/support

3.2 Severity Levels

3.2.1 Severity Level 1. Defined as a situation where an Error stops the Supported Software from running, or so severely impacts production use of the Supported Software that Customer’s business operations are critically affected. BelcaSoft will use continuous diligent effort to Respond within (1) one hour, regardless of whether it is during BelcaSoft Standard Business Hours or outside of the same, and use commercially reasonable efforts to resolve the issue, or develop a temporary workaround, as quickly as possible.

3.2.2 Severity Level 2. Defined as a situation where an Error causes important features of the Supported Software to be unavailable with no reasonable workaround and there is a serious impact on Customer’s productivity, but production use of the Supported Software is continuing or not stopped and Customer can reasonable continue working. BelcaSoft will use continuous diligent effort to Respond within (4) four hours and use commercially reasonable efforts to provide a workaround and include a fix for the event in the next Maintenance Release.

3.2.3 Severity Level 3. Defined as an Error which causes important features of the Supported Software to be unavailable, but a workaround exists, or which causes less significant features of the Supported Software to be unavailable with no reasonable workaround. BelcaSoft will use continuous diligent effort to Respond within (2) two business days and use commercially reasonable efforts to include a fix for the event in the next Maintenance Release.

3.2.4 Severity Level 4. Defined as a Customer requests information, an enhancement, or documentation clarification regarding the Supported Software but there is no material adverse impact on the operation of the Supported Software. BelcaSoft will use continuous diligent effort to provide an initial Response regarding the requested information or documentation clarification within four (4) hours and will provide options for enhancements, including potentially a written estimate for work involved.

Section 4. Maintenance Services

4.1.1 Regularly Scheduled Maintenance:  BelcaSoft shall install all regularly scheduled error corrections, upgrades, updates, bug fixes and enhancements to the Software, which will be implemented for Licensee’s Services on reasonable notice by BelcaSoft to Licensee and according to a mutually agreed schedule.

4.1.2 Error Correction:  BelcaSoft shall maintain and update the System by installing upgrades, updates, bug fixes and enhancements, as required, to correct errors, failures and malfunctions in the Software, including any bug fixes and/or enhancements that are commercially available to any of BelcaSoft’s other customers.  Should Licensee determine that the Software includes a defect, Licensee may at any time file error reports and BelcaSoft shall use commercially reasonable efforts to correct any errors.  During maintenance periods, BelcaSoft may, at its discretion, upgrade versions, install error corrections and apply patches to the System.  BelcaSoft shall use commercially reasonable efforts to avoid unscheduled downtime for Software maintenance.

4.1.3 Scheduled Maintenance Windows: BelcaSoft will have the right, in its sole discretion, to render the Services inaccessible to Licensee in order to perform scheduled maintenance, repairs, upgrades, updates or other changes to the System deemed necessary by BelcaSoft at a maximum of twice per week up to a maximum of four (4) hours per week, without incurring any liability to Licensee (“Scheduled Maintenance”).  Scheduled Maintenance will only occur Monday or Thursday between 2:00 a.m. and 4:00 a.m. Mountain Time (“Scheduled Maintenance Window”).  BelcaSoft may change the Scheduled Maintenance Window or schedule a non-standard Scheduled Maintenance by providing Licensee with forty-eight (48) hours’ prior notice in a reasonable method agreed by the parties and upon obtaining Licensee’s consent.  Scheduled Maintenance will not be included in the calculation of Availability; however BelcaSoft shall use commercially reasonable efforts to minimize unavailability of the System (“System Downtime”) during Scheduled Maintenance Windows.

4.1.4 Unscheduled Maintenance: BelcaSoft will have the right, in its sole discretion and at any time, to render the Services inaccessible to Licensee in order to provide emergency maintenance, repairs, upgrades, updates or other changes to the System deemed necessary by BelcaSoft (“Unscheduled Maintenance”).  BelcaSoft shall provide Licensee with notice of Unscheduled Maintenance as soon as possible in a reasonable method agreed by the parties.  System Downtime resulting from Unscheduled Maintenance will be included in the calculation of Availability.

Section 5. Reporting

5.1.1 BelcaSoft shall monitor and can, upon licensee’s request, report to Licensee:

Support request activity;

Scheduled Maintenance;

Other such reports of the type, content and frequency as reasonably requested, from time to time, from Licensee.

 

5.1.2 BelcaSoft agrees that it shall immediately report to Licensee any circumstances or events that may have the potential to materially impact the delivery of Services or Service Levels.

5.1.3 The Parties shall meet on an annual basis to review the results of the monitoring and reporting activities of the previous year and discuss any improvements, initiatives or changes.

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