GREYCON COMMERCIAL SUPPORT & SERVICES ADDENDUM
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This Greycon Commercial Support & Services Addendum (the 'Addendum') governs the Customer’s subscription to Greycon Support Packages, the allocation and redemption of GreyCoins, and the commercial terms regarding renewals, cancellations, and service reinstatements. In the event of a conflict between this Addendum and any prior maintenance or support terms in the Customer's underlying License Agreement, the terms of this Addendum shall prevail.

SECTION 1: COMMERCIAL & RENEWAL TERMS

1.1 Term and Auto-Renewal

Following the Initial Term, the Customer's Support Package and/or Subscription shall automatically renew for successive twelve (12) month periods (each a "Renewal Term").

1.2 Notice of Non-Renewal

Either party may elect not to renew the Support Package and/or Subscription by providing written notice to the other party no less than six (6) months prior to the expiration of the then-current term. If the Customer fails to provide this minimum six (6) months' notice, the Support Package and/or Subscription shall automatically renew, and the Customer shall be liable for the full Fees for the subsequent Renewal Term.

1.3 Renewal Pricing

Greycon reserves the right to modify the Fees for any Support Package, Subscription, or GreyCoin allocations upon the commencement of each Renewal Term. Greycon will provide the Customer with written notice of the revised Fees at least thirty (30) days prior to the deadline for the Customer's non-renewal notice. If the Customer does not provide a valid, timely notice of non-renewal as set forth in Section 1.2, the Customer shall be deemed to have accepted the revised Fees for the subsequent Renewal Term.

1.4 Late Renewals and Suspension

If the Customer fails to execute a renewal notification form or pay the applicable renewal invoice prior to the expiration of the current term, Greycon reserves the right to suspend all Support Services and Software access immediately without further notice.

1.5 Lapsed Contracts, Reinstatement, and Reactivation

If the Customer cancels, non-renews, or otherwise allows their Order Form to lapse, and subsequently requests to resume services at a later date, Greycon may, at its sole discretion, agree to reinstate the Customer subject to the following conditions based on their license type:

• (a) For Perpetual License Customers (Lapsed Maintenance): The Customer must pay:
•  (i) Back-Maintenance Fees equal to the Support Package Fees that would have been payable during the entire period of the lapse at Greycon's then-current rates;
• (ii) a Reinstatement Fee equal to twenty percent (20%) of the total Back-Maintenance Fees; and (iii) the Support Package Fees for the upcoming twelve (12) month Renewal Term in advance.
• (b) For Subscription License Customers (Lapsed Subscription): Upon expiration or lapse of a Subscription, all rights to use the Software and access Support Services terminate immediately. To reactivate a lapsed Subscription, the Customer must pay
• (i) the Subscription Fees for the new twelve (12) month term in advance;
• (ii) a Reactivation Fee equal to twenty percent (20%) of the annual Subscription Fee to cover the costs of system auditing, data unarchiving, and environment setup; and
• (iii) any applicable back-subscription fees if Greycon determines the Customer retained active access to the Software during the lapsed period.

1.6 Mandatory System Audit

Following any lapse in Support Services exceeding thirty (30) days, Greycon reserves the right to require a comprehensive System Health Check and audit prior to reinstating the Support Package. The Customer agrees that any such audit, and any remedial technical work required to bring the Customer's systems up to current supported standards, shall be billable to the Customer at Greycon’s then-current standard consulting rates or deducted from the Customer's available GreyCoin balance.

 

SECTION 2: SUPPORT PACKAGES & SERVICE LEVEL AGREEMENTS

2.1 Support Tier Definitions

The Customer's specific Support Tier is designated on the applicable Order Form or Renewal Notification form. Greycon provides three tiers of support:

• Core Support: Designed for stable environments. Includes standard response SLAs, access to product updates, and expert assistance during local office hours.
• Enhanced Support: Designed for growing or operationally dependent teams. Includes priority case handling, faster response SLAs, proactive service touchpoints, structured Customer Success Manager (CSM) escalation, and biannual strategic reviews.
• Premier Support: Designed for mission-critical, time-sensitive operations. Includes 24/7 support for Critical issues, the fastest response and resolution SLAs, a dedicated CSM, an Executive Sponsor, and quarterly strategic reviews.

2.2 Incident Priority Levels

When the Customer reports an issue, Greycon will log and assign one of the following priority levels based on the impact on the Customer's production environment:

• Critical: The Software is completely unavailable or causing a total production stop, with no available workaround.
• High: The Software is severely restricted, stopping a primary business function, and a workaround cannot be used.
• Medium: The Software is failing to perform a primary function, but a workaround is available, or the issue is causing moderate operational inconvenience.
• Low: Minor defects, cosmetic issues, or general inquiries that do not materially affect the primary functions of the Software.

2.3 Service Level Agreement (SLA) Matrix

Greycon will use commercially reasonable efforts to meet the following target response and resolution times based on the Customer's designated Support Tier:
2.4 Hours of Coverage

• Local Office Hours (Core & Enhanced): Standard support hours apply to Core and Enhanced tiers during local office hours, Monday through Friday, in the Customer's primary billing time zone, excluding standard public holidays.
• 24/7 Coverage (Premier): For Premier Support customers, monitoring and actioning for Critical priority issues operates 24 hours a day, 7 days a week. All other priority levels are addressed during standard local office hours.

2.5 Definition of "Best Effort" and "Release" Resolutions

• Best Effort: Where a target resolution time is designated as "Best Effort" (e.g., Core Support Critical issues), Greycon will use commercially reasonable efforts to diligently diagnose and resolve the issue during standard local office hours. The Customer acknowledges that "Best Effort" does not constitute a strict, guaranteed resolution deadline.
• Service/Main Release: Where a resolution is tied to the "Next Service Release" or "Next Main Release," the fix will be incorporated into Greycon's scheduled product deployment cycle. Greycon will provide the Customer with an estimated timeline for these releases, but such timelines remain subject to change based on overall development requirements.

2.6 SLA Prerequisites and "Clock Pauses"

Greycon’s obligation to meet the target SLAs outlined in Section 2.3 is strictly contingent upon the following:

• Supported Versions: The Customer must be operating the current release version of the Software or the immediately preceding version. Issues arising on unsupported, legacy versions will be addressed on a reasonable-efforts basis without guaranteed SLAs.
• Customer Responsiveness (SLA Pause): The SLA target times shall be paused during any period where Greycon is awaiting information, diagnostic data, log files, or remote access to the Customer's systems required to diagnose or resolve the issue. The Customer must provide reasonable remote access to its systems to enable Greycon to provide support.
• Competent Staff: The Customer must ensure the Software is operated in a proper manner by competent, trained personnel.

2.7 Exclusions from Support Services

The SLAs and Support Services defined in this Schedule strictly do not cover:

• Diagnosis or rectification of problems caused by third-party hardware, networks, or unsupported third-party software.
• Issues resulting from unauthorized modifications or alterations to the Software by anyone other than Greycon or its authorized agents.
• Standard configuration, system training, or custom consulting requests. (Such requests are classified as Professional Services and must be procured via GreyCoins or a separate Statement of Work).

SECTION 3: GREYCOIN TERMS AND CONDITIONS

3.1 Definition, Allocation, and Top-Ups

• (a) GreyCoins: "GreyCoins" are prepaid, non-refundable service credits that the Customer may redeem for specific professional services, including training, system configuration, and consulting, as outlined in the Greycon Service Catalogue.
• (b) Allocation: GreyCoins are allocated to the Customer either (i) as an inclusive benefit of the Enhanced or Premier Support Packages, or (ii) through direct purchase in supplemental packs of 2,000 GreyCoins, as specified on the applicable Order Form. Customers operating on Legacy Support or Core Support do not have access to GreyCoins unless upgraded to Enhanced or Premier Support.
• (c) Supplemental Top-Up Purchases: Customers maintaining an active Enhanced or Premier Support Package may purchase supplemental GreyCoins at any time during their term to accommodate additional consulting, training, or configuration needs. Supplemental GreyCoins are sold in standard blocks of 2,000 points.
• (d) Tier-Based Pricing: The pricing for supplemental GreyCoin packs is determined by the Customer's active Support Tier at the time of purchase. Customers on Premier Support may be eligible for preferred pricing or discounts on top-up purchases compared to Enhanced Support, as specified in Greycon's then-current commercial price book and detailed on the applicable Order Form.
• (e) Top-Up Validity and Co-Terming: To maintain a synchronized renewal cycle, supplemental GreyCoins purchased mid-term will be co-termed to expire on the exact end date of the Customer's current Subscription or Support Term, ensuring all allocated and purchased GreyCoins renew or expire concurrently.

3.2 Redemption and Service Delivery

• (a) Redemption Process: To utilize GreyCoins, the Customer must submit a service request to their Customer Success Manager. Greycon will assess the request and provide a point-value quote based on the current Greycon Service Catalogue.
• (b) Agreement to Proceed: Greycon will not commence work until the Customer provides written approval (email is sufficient) of the quoted GreyCoin deduction. This written approval replaces the need for a traditional Statement of Work (SOW) for standard catalogue requests.
• (c) Deduction: Upon Customer approval, the agreed-upon number of GreyCoins will be immediately deducted from the Customer’s available balance.

3.3 Expiration and Forfeiture

• (a) Validity Period: GreyCoins are valid only for the duration of the 12-month Subscription Term or Support Term in which they were purchased or allocated.
• (b) No Rollover: Any GreyCoins remaining in the Customer’s balance at the expiration of the 12-month term will automatically expire and be forfeited. GreyCoins do not roll over to subsequent renewal terms under any circumstances.

3.4 Limitations and Restrictions

• (a) No Cash Value: GreyCoins have no cash value, cannot be exchanged for cash, and cannot be used as a credit against outstanding invoices, software subscription fees, or license renewal fees.
• (b) Scope Exclusions: GreyCoins are strictly for the agile delivery of configuration, consulting, and training. Greycon reserves the right to require a separate, mutually executed Statement of Work (SOW) for major custom software development, complex integrations, or any project that substantially alters Greycon's Intellectual Property.