possible breach of contract?

[modru2004]

We have an annual license agreement with a software company.

In the agreement it states under Licensor Duties that they will provide the following: "During the term of this Agreement, Licensor shall perform the following services for the Customer: Use its best efforts to correct or replace the Software or provide the services necessary to remedy any programming error attributed to Licensor, which significantly affects the use of the Software. Provide reasonable telephone support for problems, discrepancies or errors which, in Licensor's judgment, may most effectively be resolved through such support. Provide Customer with periodic updates to the Software, containing fixes for discovered errors, and/or improvements to existing features and new features."


The last bit about the updates is my primary concern. I contacted the company and discovered that they no longer sell, update, or enhance the software we licensed with them. When I asked for the latest update I was told there wasn't one. In fact I don't think we have EVER received an update. Doesn't this constitute breach of contract? Can they still claim support on a product they no longer update or sell? They are trying to force us into the auto renewal. Are we liable for this?

Thanks in advance!

 

[Zigner]

Are you able to use the software?

 

[modru2004]

The software sort of functions. Its a really really really I mean really old archival program that uses proprietary formats. The end users are unable to make it work for them, ie: it simply refuses to print archived documents and simply errors out.

Ive come up with some work arounds to get by. But the software is very buggy and has given them hell for years. The only reason they were still using it till this point was because they didn't have anyone to tell them any different. The bill kept coming and getting payed and no one looked at what they were paying for or why they were still doing it the old fashioned way.


I don't really want to waste any time fixing their broken product as we now have much better alternatives that don't cost us anything. I asked for an update hoping to get a patch to fix some of our bugs and issues as we still have some documents archived on this system and as I said, its a proprietary format. I was told there were no updates. I delved a bit deeper and discovered they no longer sell the software and have no intention of releasing updates. Seeing as we don't really need the system I just want it to go away. The only relevant data on it is from the last year or so. I just want to export the relevant data and trash this antique software.

That is pretty much the current situation.

 

[Zigner]

It's been working for years. I would say that the vendor has held up their end of the bargain. Perhaps it's time to upgrade...

 

[smohyee]

We have an annual license agreement with a software company.

In the agreement it states under Licensor Duties that they will provide the following: "During the term of this Agreement, Licensor shall perform the following services for the Customer: Use its best efforts to correct or replace the Software or provide the services necessary to remedy any programming error attributed to Licensor, which significantly affects the use of the Software. Provide reasonable telephone support for problems, discrepancies or errors which, in Licensor's judgment, may most effectively be resolved through such support. Provide Customer with periodic updates to the Software, containing fixes for discovered errors, and/or improvements to existing features and new features."

I think the section you highlighted is relevant. Can you confirm whether there were in fact no updates to the software? Alternatively, can you confirm when the last update was received?

If you say they don't sell the software anymore, or release updates, have you checked to see whether they still offer phone support? Have you informed them of the bugs you've experienced? If so, what was their response?

Also, you mentioned being "forced" into autorenewal... what is the relevant clause of the contract and the circumstances surrounding the autorenewal? (eg are you trying to backout of an autorenewal after it was already triggered?)