General Terms

company activate sc nz limited is a new zealand based software company that sells the activate software, activate is sold as a series of products based on the activate orchestration platform below is information about purchasing the activate software and/or activate implementation and professional services from activate sc nz limited activate provides the activate software suite which is an enterprise self service automation platform (modular software) which provides end user on boarding & lifecycle automation identity and access automation automated entitlement provisioning service request automation business process automation a powerful workflow engine for the full lifecycle management of key it and business process requests activate aims to automate an organisation’s it & business processes, reducing the need for manual effort where possible purchasing activate software activate sc nz limited sells the activate platform as separate elements known as activate products as part of purchasing activate licences, the customer agrees to the terms and conditions outlined in the activate software licence and maintenance agreement pricing is based on the number of products being purchased at one time and the initially agreed number of managed accounts the customer has discounts are available depending on both the number of products and the number of managed accounts at the time of purchase how activate is licensed activate requires a license per managed account, further details are provided below the total cost of a license is calculated based on the number of activate products purchased the initial license count (number of managed accounts) is determined when activate is purchased and installed the actual count of licenses consumed is then recorded and reported on a monthly basis after the system goes live to ensure license compliance, a true up can be conducted either monthly or annually on the anniversary of the license start date activate license types activate software can be purchased as either monthly or annual subscription licenses subscription licence subscription fee for licences including maintenance a subscription licence allows the customer to purchase the activate products they require either on a monthly basis or for 12 months in advance the subscription fee is calculated based on the activate products the customer requires and the number of managed accounts software maintenance is included in the subscription licence and is not charged separately the customer is invoiced either monthly or every 12 months and customers can choose to cancel their subscription after the initial 12 month licencing commitment by giving 60 working days’ notice of cancellation managed accounts managed accounts are defined as all user accounts in all connected active directories or azure tenants that can be managed with activate this may include but is not limited to user accounts for employees, contractors, vendors, external partner accounts and may also include shared accounts that are used by multiple people the following user accounts may be excluded upon mutual agreement permanently disabled accounts that have not been managed by activate in the last 30 days dev or test accounts where there is a primary licensed user service accounts that are not managed by activate or are managed by the activate pam product if the customer has purchased the shared mailbox manager product, shared mailbox accounts can be excluded activate products activate products can be purchased either individually or as a bundle each product offers the organisation the capability to oversee and automate various systems and processes the following activate products can be purchased identity manager role manager self service password reset manager privileged access manager security group compliance manager security group manager itsm service desk integration manager distribution list manager shared mailbox manager folder manager teams® manager service catalogue manager device asset manager license and subscription manager extension & mobile connection manager licensed users configuration activate can be configured to include or exclude organisational units (ous) in active directory (ad) that hold user accounts managed by the activate system an initial assessment is conducted to identify the ous within ad that contain the accounts under activates management activate is then configured to exclude specific ous that contain accounts that do not require a license, such as test accounts as well as accounts that have been mutually agreed to be omitted from licensing activate tracks the daily count of user accounts that are not in the excluded ous to calculate the required number of licences for each month terminated users within the month are charged a license for the month they were disabled however, if their accounts are not re enabled, the licenses associated with those accounts are released in the following month recording licenses per month the activate software monitors and logs the count of available managed accounts in active directory daily this data is stored within the activate database to accurately determine the number of licenses consumed the activate monthly summary report displays the number of managed accounts for each month and the number of licenses available this automated report can be configured to be sent to the appropriate key stakeholder(s) within the customer’s organisation it is also sent back to activate what happens if there is a difference between the number of managed accounts and the number of licenses purchased? on the first day of each month, activate automatically reports the actual number of managed accounts against the licenses paid for by the customer this information is sent via an email to the nominated customer stakeholder in the event that the number of managed accounts exceeds the number of available licenses, the customer will be invoiced for the use of the additional licenses options to pay for additional licenses customers have the option to pay for additional licenses either through a monthly subscription or as an annual true up on the anniversary of the license start date this provides flexibility in terms of payment frequency, allowing customers to choose the method that best suits their needs customers can choose to pay for additional licenses required in one of the following ways monthly subscription licenses – paid monthly each month, an invoice is generated for the licenses used during the previous month as the customer is charged on a pay as you go basis, there is no need for a true up the charges are automatically adjusted based on the actual usage, eliminating the requirement for additional reconciliations or adjustments annual subscription licenses – paid annually in advance on the anniversary of the license start date, a reconciliation process is initiated to determine the actual licenses consumed this is done by analysing the reports from the past 12 months based on this analysis, an invoice is generated for the estimated licenses needed going forward note a true up can be undertaken six monthly if desired, customers can purchase additional licenses at any time for future usage software maintenance guidelines activate is a company based in new zealand customers who have an active activate software license agreement are eligible for software maintenance from activate and gain access to the activate support portal, product patches as well as the latest version of activate for upgrades please note that software maintenance does not cover any time for an activate product or technical specialist to assist the customer in configuring activate, resolving configuration and/or data issues or for activate specialists to perform any updates or upgrades of the activate software for the customer activate’s software maintenance is designed as “third level expert” support; there is an expectation that a person from within the customer’s organisation with the appropriate activate skills has reviewed any issues before raising them as a maintenance call with activate support who can log an activate maintenance call? this is limited to 2 accounts per customer if your activate support portal account does not have access to the “log a call” icon on the activate support portal, you can either get a ‘named’ customer representative to review and log the call if necessary contact your activate account manager for training or change the ‘named’ representatives if it is incorrect how to log an activate maintenance call? all maintenance calls must be logged online via the https //activate activatelive com/job/new?task=//tasks/log%20a%20call emails sent to individual activate staff or the support email address are not considered as official maintenance calls what can be logged as a maintenance call? if the root cause is identified as a bug in the activate software, activate will resolve the bug as a maintenance call issues caused by customer configuration, environmental or infrastructure changes are not covered by software maintenance aiding in a server down scenario to get the activate server back online upgrading activate to a newer version is not covered by software maintenance software support guidelines customers may wish to acquire additional software support services from activate for managing their activate application and service as part of their ‘business as usual’ (bau) operational processes purchasing application administration and professional services customers may request activate sc nz limited to provide application administration services (aas) to provide additional bau support to cover unexpected incidents and any remedial actions professional services can also be provided as part of the engagement to undertake minor enhancements and configuration changes these services will be provided on a time and materials basis to assist with the management of the activate application and service to ensure that the customer can get the best out of the activate application, it is highly recommended that an aas arrangement is considered please contact your activate representative for an indication of costs please note that it is a mandatory requirement for the customer to provide activate with permanent, adequately fast secure remote access to the customer’s activate servers in order to be able to provide the expected levels of support the customer requires should this not be acceptable to the customer, a bespoke support arrangement will need to be formulated and agreed between the customer and activate if changes are required to remote access policies, this must be communicated to activate with at least 3 months’ notice before the change is implemented activate support portal the activate support portal is available 24/7 notwithstanding any unplanned and exceptional events outside of our control and/or planned maintenance all maintenance or support requests can be logged 24/7 however as activate is a new zealand based company, the staffed support hours provided are as follows – all times are new zealand standard time (nzst) from 7 30am until 6 00pm monday to friday excluding new zealand public holidays purchasing implementation services from time to time, customers may request activate sc nz limited to provide implementation services statement of work (project) if both parties reach agreement upon the terms and conditions of these implementation services, the customer and activate will enter into a statement of work the work will commence once a purchase order has been received from the customer in the event that activate commences the implementation services prior to a statement of work being agreed between the parties, the parties must agree in advance the fees payable by the customer in consideration for the implementation services and the customer shall be responsible for the fees payable, provided that an authorised signatory of the customer has approved in writing the fees payable travel expenses and disbursements the customer shall pay activate for reasonable travel expenses for activate employees and contractors directly involved in the provision of services under a statement of work if the customer has first approved any such expenses in writing time and materials activate does not quote for or perform fixed priced projects; activate provides implementation services or deliverables on a time and materials basis only time is charged at the rates agreed between the customer and activate as set out in the statement of work on a monthly basis milestone payments activate does not accept milestone payments for projects all project work is invoiced on a monthly basis based on the number of hours consumed during the month payment terms true 301,100left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type left unhandled content type pricing and payment all prices exclude gst, vat or sales tax if any activate sc nz limited cannot start or undertake any work without a valid purchase order being received from the customer activate sc nz limited cannot issue licenses or additional maintenance without a valid purchase order being received from the customer any required travel (accommodation, meals, travel and associated costs) and other expenses will be pre agreed with the customer and invoiced based on actual costs unless otherwise stated costing is based on all work being performed during nz business hours monday to fridays between 7 30 18 00 our terms of payment are 20th of the month following the invoice date, by direct deposit into the bank account specified on the invoice all goods remain the property of activate sc nz limited until paid in full services are invoiced monthly during the life of the statement of work a final invoice will be sent when the sow is complete if the customer defaults on payment of any invoice related to this estimate, activate sc nz limited may (without prejudice to its other rights) charge interest on the unpaid amount from the due date until the date of actual payment at 2% per annum over the base overdraft facility rate charged by the company’s bankers from time to time activate sc nz limited reserves the right to cease services should the number of estimated time and material hours be fully consumed resumption of services will only continue once approval has been sought and gained in writing by the appropriate and authorised customer stakeholder the agreed pricing a customer receives has been specifically negotiated and may include a negotiated discount that is confidential between activate sc nz limited and the customer periodic pricing increase the periodic pricing increase for software maintenance and is an annual amount adjusted each year by 3 5% the periodic pricing increase charges are invoiced in advance, at the start of the corresponding maintenance period for the customer activate reserves the right to increase the subscription license fees for the software periodically, provided that a three month written notice is given activate reserves the right to annually increase the fees for application administration services and professional services, provided that a three month written notice is given periodic charges may also include a license true up fee should additional licenses be required cancelling software maintenance customers can cancel their software maintenance after the initial 12 months period by giving 60 working days' notice to activate in writing if a customer cancels their software maintenance at the anniversary of the 12 month fee, there is no charge for the cancellation if a customer cancels software maintenance part way through the 12 month period, there is no refund available for the remaining months the impact of cancelling software maintenance is outlined below after software maintenance is cancelled, the customer is no longer eligible to log calls on the activate support portal for any maintenance and/or support calls and they will no longer have access to the activate knowledge base the customer will also no longer have access to hotfixes or the current and future versions of activate and cannot purchase additional licences for any activate product if the customer requires any assistance from activate, they must first provide a purchase order (po) for time and materials work, when contacting activate subscription licence if the customer has purchased an annual subscription licence, the activate software will no longer operate past the 12 month expiry date of the annual subscription licence the customer will no longer be able to submit jobs through activate the customer is no longer eligible to log calls on the activate support portal for any 3rd level support calls and they will no longer have access to the activate knowledge base if the customer wishes to restart the subscription licence, they will need to provide a purchase order (po) to renew the subscription licence when contacting activate software license & maintenance resumption after cancellation if a customer has cancelled their software maintenance and they wish to renew at a later date, there will be a cost to resume based on the number of years that they have not paid the software maintenance fee please contact your activate representative for an indication of these costs legal jurisdiction activate is subject to the laws of new zealand and the parties submit to the exclusive jurisdiction of the new zealand courts in addition to any other rights and remedies available to the company for breach of this agreement, the company will be entitled to enforcement by court injunction or restraining order