Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir)

I. Licensing Policy

  1. The Colvir Licensed Software (LS) consists of a kernel, functional and technological modules, options for functional modules and integration services.

  2. The kernel, modules, options and integration services shall be licensed separately. The following components of the Colvir LS are mandatory for purchase: the kernel, General Ledger and Customer Accounting (CIF), Current Account Services, Payment System (Local Clearing) modules, the technological Colvir Support Center module, Security Service, Notification Service. Options for functional modules shall be licensed only if the corresponding modules are purchased.

  3. The cost of licenses for the Colvir LS components depends only on the number of users, unless otherwise specified in Section II of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir) regarding individual components.

  4. The minimum cost of the kernel is calculated for 20 users. The cost of one additional user is determined by the Colvir current price list. In this case, the calculation is made based on the number of concurrent working users during one working day.

  5. The kernel includes system tools that can be used both for system maintenance and for developing new system components without involving Colvir. To use the tools for maintenance purposes, it is sufficient to have a license for the kernel. For independent development, it is necessary to purchase a special license for the tools.

  6. Each module/option has its own license cost. The cost of one additional user is determined by the current Colvir price list. Functional modules/options are licensed in the same way as the kernel - by the number of concurrent working users during one working day.

  7. Peak values of the number of transactions/concurrent users/customers of the purchaser during one calendar day for the payment period are used for licensing. In this case, the highest (first) peak value (max-1) is not taken into consideration, and the second highest value (max-2) is used to determine the number of transactions/concurrent users/customers of the purchaser. In case of exceeding the values compared to the current license, the purchaser shall purchase an additional license.

In case the Colvir LS functions are used not directly through the user interface, but through third-party software/access channels integrated with modules and options, the number of required licenses is calculated with a reduction factor of 0.5.

If it is not possible to accurately determine the number of end users using the Colvir LS functions, data on the number of calls to the Colvir LS functions is used to estimate the required number of licenses, and the particular calculation algorithm is based on the business specifics of the Colvir LS component.

 

II. Licensing Policy for individual components

  1. The 24x7 Account Engine module shall be licensed separately. The cost of the license depends on the number of transactions during one calendar day and is fixed in the current Colvir price list.

    • The licensed number of transactions includes all financial transactions from remote access channels with any execution result, non-financial transactions from remote access channels with any execution result, cancellations with any execution result.

    • The licensed number of transactions does not include transactions under agreements from the Colvir LS (data for statements on deposits and loans), financial transactions from the Colvir LS (reflect changes in the balance on the account in the module when performing an operation in the Colvir LS), operations for setting and removing holds from the Colvir LS.

  2. The Mobile Bank for Individuals, Mobile Bank for Legal Entities, Customer Side Internet Banking - Individual Customers, Customer Side Internet Banking - Corporate Customers modules are licensed based on the number of the purchaser's clients using these modules.

  3. Components listed in the Colvir price list as "unlimited" are licensed without limitation on the number of users.

 

III. Release of new versions

  1. Colvir invests heavily in the development and release of new versions of the system components, while making every effort to ensure that purchasers use the new versions of previously purchased components. When new versions of components are released, Colvir publishes an official announcement of the release of the new version by sending out information letters to purchasers and/or posting relevant information on the Colvir website.

  2. Colvir shall have the right to stop selling licenses for the previous version of a component after official notification of the purchaser and/or publication of the release of a new version on the Colvir website.

  3. New releases and patches are released through the Colvir technical support website.

  4. New versions of the system-wide software (database management tools, operating systems, virtualisation and containerisation platforms, antivirus software, software backup tools) correspond to new versions or releases of the Colvir LS.

  5. The official announcement of the transition to a new version of the system-wide software is made by sending out information letters to purchasers and/or posting relevant information on the Colvir website.

  6. After the release of new versions of the system-wide software, Colvir shall have the right to stop selling versions of the Colvir LS and licenses based on previous versions of the system-wide software.

 

IV. Customisation of the Colvir LS

1. Customisation of the Colvir LS is performed in accordance with the requirements of a specific purchaser. Customisation of the Colvir LS shall mean the development of system objects replacing or supplementing standard Colvir LS objects.

2. Customisation of the Colvir LS can be performed by Colvir employees or third parties, which can be Colvir-certified employees of Colvir purchasers or partners. A partner shall have the right to perform customisation if there is a contract with the client for the delivery of services for the implementation and/or support of the Colvir system, as well as if there is a special order from the purchaser in the form approved by Colvir, allowing the partner to perform the necessary actions related to customisation on behalf of and in the interests of the purchaser.

3. In case customisation is performed by a third party:

a. Customisation requirements shall be agreed with Colvir in advance.

b. During the approval process, Colvir estimates the labour costs and cost of customisation as if the customisation were performed by Colvir's employees (conditional cost of customisation).

c. The estimated cost of customisation shall be confirmed by the purchaser.

d. During the customisation process, the developer shall follow the standards of Colvir.

e. Upon completion of customisation, the modified objects, including exclusive rights to them, shall be transferred to Colvir. Colvir shall accept the modifications made or provide a reasoned refusal (refusal is possible in case of low quality of development and/or non-compliance with Colvir standards). After acceptance of these modifications, Colvir shall have the right to use them as its own, unless otherwise agreed with the purchaser.

f. Colvir shall be liable for the functionality of objects modified by a third party during the customisation process only if they are properly transferred in accordance with the terms of the contract and accepted by Colvir without any comments.

4. The requirements for the LS customisation are classified by Colvir as follows:

a. Requirements that improve functionality

b. Requirements that impair functionality

c. Requirements that do not affect functionality

5. For the requirements specified in subclauses b. and c. of clause 4 of this Section IV of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), Colvir offers alternative implementation options based on the standard functionality of the system or transferring customisation to the category of "Requirements that improve functionality". If the proposed alternative options are not accepted by the purchaser, Colvir shall have the right to refuse to perform/accept the modification, or shall have the right to increase the cost of such modification.

6. The license cost of customised components pursuant to subclauses b. and c. of clause 4 of this Section IV of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir) shall be increased by 20% of the cost/estimated cost of customisation work, with a corresponding increase in the cost of technical support.

7. For the requirements specified in subclause a. of clause 4 of this Section IV of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), Colvir may decide to include the relevant modifications in a future release as standard objects. In this case, the license cost of the modified Colvir LS components shall not change.

8. Modifications to the Colvir LS, due to the need for localisation, shall be discussed with clients/purchasers on an individual basis.

9. In case the Colvir LS functions are used not directly through the user interface, but through third-party software/access channels integrated with modules and options, the number of required licenses is calculated by Colvir based on the data available in the Colvir LS on the number of operations/transactions/requests used or generated by third-party software, multiples of the number of operations/transactions/requests characteristic of one user, taking into consideration the specifics of the Colvir LS component and the statistics of Colvir for all clients/purchasers, based on the current Colvir price list.

 

V. Warranty support

1. Colvir undertakes warranty obligations, including:

a. providing access to the Colvir technical support website

b. correction of errors in the Colvir LS, preparation and placing of the Colvir LS updates that ensure the correction of errors (taking into consideration the customisation performed and agreed by Colvir)

No other obligations under warranty support are fulfilled.

2. The warranty period is calculated separately for each Colvir LS component from the useful life commencement date of the corresponding Colvir LS component and is 6 months.

 

VI. Technical support

1. As part of standard technical support for the Colvir Licensed Software, Colvir shall deliver to its purchasers the following services:

a. providing access to the Colvir technical support website

b. correction of errors in the Colvir LS, preparation and placing of the Colvir LS updates that ensure the correction of errors

c. providing access to the client section of the Colvir knowledge base

d. the possibility to enter suggestions and comments in order to take them into consideration when developing new versions of the Colvir LS

e. providing consultations on the Colvir LS within the scope specified in the contract for technical support

f. optimisation of the performance of the Colvir LS in case of degradation of performance, that is not caused by business scaling, increased workload, unqualified actions of the purchaser, replacement of equipment by the purchaser without Colvir's approval of its characteristics, or changes to the Colvir LS made by the purchaser without Colvir's consent

g. the possibility to call a 24/7 telephone number to resolve critical incidents

h. personal manager

2. As part of extended technical support, in addition to the services specified in clause 1 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), within the scope established by the technical support contract, Colvir shall deliver to the purchaser the following services:

a. analysis of the request for modification of the Colvir LS as required by law under the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

b. implementation of the request for modification of the Colvir LS as required by law under the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's request

In this case, the scope of services delivered, specified in subclauses a. and b. of this clause 2 of Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), is calculated using the formula:

number of man-days = 5% of the license cost of the Colvir LS component / 50% of the cost of one man-day of a 3rd category employee

If necessary, the purchaser shall have the right to purchase an additional number of man-days for the services specified in subclauses a. and b. of this clause 2 of Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), by additionally paying Colvir for the services, pursuant to the current Colvir price list.

3. The cost of standard technical support is 20%, the cost of extended technical support is 25% of the cost of the Colvir LS purchased by the purchaser. In this case, discounts provided during the sale are not taken into consideration. Customisation of the Colvir LS that does not improve the functionality increases the cost of the Colvir LS by 20% of the cost of customisation work. The cost of technical support is calculated based on the increased cost of the Colvir LS.

4. In order to receive services not included in the warranty obligations before the end of the warranty period, the purchaser may purchase Early Technical Support services, the cost of which is 15% (for extended Early Technical Support - 20%) of the cost of the Colvir LS components.

5. Instead of Early Technical Support for the Colvir LS components for which the warranty period has not yet expired, the purchaser may purchase Technical Support Service Packages during the warranty period at the cost specified in the current Colvir price list. The Technical Support Service Package during the warranty period includes the following services:

a. providing access to the client section of the Colvir knowledge base

b. the possibility to enter suggestions and comments in order to take them into consideration when developing new versions of the Colvir LS

c. providing consultations on the Colvir LS within the scope specified in the contract for technical support

d. providing consultations on the Colvir LS beyond the scope specified in the contract for technical support

e. providing technical assistance, including consultations on the subject area, legislation, operation of equipment, operating system, RDBMS and other issues not related to the Colvir LS

f. optimisation of the performance of the Colvir LS in case of degradation of performance, that is not caused by business scaling, increased workload, unqualified actions of the purchaser, or changes to the Colvir LS made by the purchaser without Colvir's consent

g. analysis and taking into consideration of the purchaser's modifications

h. analysis of the request for modification of the Colvir LS

i. analysis of the request for modification of the Colvir LS as required by law under the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

j. analysis of the request for modification of the Colvir LS as required by law, not covered by the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

k. personal manager

The following restrictions are applied:

a. the volume of all services listed in this clause 5 of Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir) is 100 man-days

b. the time frame for the service delivery is increased by 2 times compared to the time frame for the service delivery established by Colvir within technical support

6. Colvir may deliver the following additional services upon the purchaser's request:

a. providing consultations on the Colvir LS beyond the scope specified in the contract for technical support

b. providing technical assistance, including consultations on the subject area, legislation, operation of equipment, operating system, RDBMS and other issues not related to the Colvir LS

c. analysis and taking into consideration of the purchaser's modifications

d. analysis of the request for modification of the Colvir LS

e. implementation of the request for modification of the Colvir LS

f. analysis of the request for modification of the Colvir LS as required by law under the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

g. implementation of the request for modification of the Colvir LS as required by law under the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

h. analysis of the request for modification of the Colvir LS as required by law, not covered by the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's request

i. implementation of the request for modification of the Colvir LS as required by law, not covered by the terms of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), current on the date of the purchaser's requirement

j. monitoring and analysis of changes in regulatory legal acts issued by the Central/National Bank of the purchaser's country

k. interaction with third parties pursuant to subclauses g.-j. of this clause 6 of Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir)

l. the possibility of agreeing the composition of new updates to be delivered

m. audit of the Colvir LS operation

n. training in skills for working with the Colvir LS

o. commissioning and setup of the purchaser's equipment

p. installation, configuration and updating of the system-wide software

q. setting up equipment and the system-wide software for the Colvir LS operation in the purchaser's infrastructure

r. collection of statistics, report analysis, database performance tuning, except in situations described in subclause f. of clause 5 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir)

s. topology setup, performance analysis, load balancing setup in the purchaser's LAN

t. organisation of CI/CD and deployment to industrial and test environments of the Colvir LS components in the purchaser's infrastructure

u. development of documents

The cost of the specified services is determined by the current Colvir price list.

7. Technical support for modules, services and components included in the Platform is mandatory from the moment of their delivery to the purchaser. The annual cost of technical support from the moment of their delivery until the start of technical support for the entire system is 10% of the cost of the specified components, pursuant to the current Colvir price list.

8. New versions/releases of previously purchased Colvir LS components are supplied within technical support without additional payment for licenses, except in cases of violation of clause 15 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir). Services for installation and replacement of versions/releases are not included in the technical support obligations and are paid for by the purchaser separately. In this case, the cost of technical support for this component will be calculated from the cost of the new version of the component, pursuant to the current Colvir price list.

9. Colvir may unilaterally increase the cost of the Colvir LS components, but not exceeding 15% over 3 calendar years. Such cost increase can occur either as a one-time adjustment or in increments within each three-year period. Official announcements regarding cost increases for the Colvir LS components are sent to purchasers as information letters no later than 90 days before the start of a new technical support period.

10. Purchasers shall ensure the fulfilment of obligations in terms of limiting the number of concurrent working users, and, if necessary, purchase additional licenses. At the same time, Colvir shall have the right to control the number of concurrent working users, including requesting a report from the purchaser or generating one independently. Based on the results of checking the number of concurrent working users, Colvir unilaterally draws up an audit report of the system, which is the basis for paying for additional licenses.

11. The purchaser's obligation to pay for technical support for additional licenses that arise as a result of the purchaser/purchaser's client exceeding the number of concurrent working users, begins either from the moment the excess occurs or from the end of the warranty period, whichever is earlier.

12. Standard technical support assumes that purchasers update versions, releases and change packages of the Colvir LS as they are released. In this case, a new change package shall be installed within 2 months after the release, a new release shall be installed within 6 months after the release, a new version shall be installed within 1 year after the release.

13. If the purchaser does not install a new version/release/change package within the time frame specified in clause 12 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), errors in the purchaser's current version/release/change package is corrected for a fee, provided that these error in the new version/release/change package has been corrected.

14. One year after the release of a new version of the Colvir LS component, technical support for the previously installed version is terminated, and the support receives the status of "extended". Within this status, correcting errors in the version, as well as providing consultations, are performed for a fee. In addition, the cost of extended technical support is set equal to the cost of technical support for the new version of the Colvir LS. After another year, Colvir shall have the right to refuse technical support for the previously installed version of the Colvir LS by the purchaser, or significantly increase the cost of technical support, while the terms of further technical support shall be negotiated individually.

15. Payment for technical support services shall be continuous. In case of a gap in payment, for example, if the current technical support contract has expired and a new contract has not yet been signed, the purchaser shall pay for the renewal of technical support in the same amount as if the contract had not been interrupted. In order to ensure that technical support services are not interrupted despite the expiration of the contract, the purchaser shall contact Colvir by a letter guaranteeing payment for the renewal of technical support. In case of the purchaser's refusal to pay for technical support, Colvir shall have the right to suspend all current projects of the purchaser until payment for technical support is received.

16. In exceptional cases and in case of violation of clause 15 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir), Colvir may decide to compensate for the gap in payment by the delivery of new versions/releases of the Colvir LS for a fee.

17. In case of non-use of components of the purchased Colvir LS, the purchaser shall have the right to initiate the issue of termination of technical support for the unused Colvir LS components, with prior notification to Colvir at least 3 months before the expected date of termination of technical support for the components. The purchaser shall have this right no earlier than 12 months from the date of putting the relevant Colvir LS component into operation. Termination of technical support for the Colvir LS components initiated by the purchaser is possible only if confirmed by Colvir.

18. From the date of termination of technical support for the unused Colvir LS components, the purchaser shall not be charged for technical support of such components, but the purchaser also cannot perform any actions in relation to such components (request for consultation, request for modification, etc.).

19. In case of renewal of technical support for the Colvir LS components for which it was previously terminated, technical support for the past period shall be paid for pursuant to clause 15 of this Section VI of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir).

20. If there is an agreement on extended technical support, Colvir shall perform modifications of the implemented Colvir LS components to support changes in the existing industry regulation of the legislation of the purchaser's country, introduced exclusively by the Central/National Bank of the purchaser's country, under the terms of the contract for the delivery of technical support services, and issue corresponding new versions or releases of Colvir LS. In cases where, due to changes in the existing industry regulation of the legislation of the purchaser's country, there is a need to deliver and implement new Colvir LS components, deliver additional services, change the integration technology, change the business process or implement a new integration or a new regulatory report, format, type, channel, method, mode of exchange with the regulatory authority and other similar significant changes, such implementation and/or modifications shall be performed for a fee.

 

VII. Final provisions

Colvir shall have the right to change the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir) by publishing the relevant changes on the website colvir.com and/or sending a corresponding notice to the purchaser's email specified in the contracts, while the purchaser shall independently study the relevant changes. Continuing cooperation with Colvir after changing the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir) means the purchaser's consent to the new version of the Licensing and Technical Support Policy of Colvir Software Solutions Ltd (Colvir).