Billia’s Premium support is unlimited, provided it is within “reasonable efforts”. The latter is a legal term used to describe the limit and grounds on providing associated obligations, in this case technical support, for a specified service, performed to a certain standard.
The legal concept of “efforts” usually includes varying commitments such as “good faith efforts”, “commercially reasonable efforts”, “reasonable efforts”, “reasonable best efforts” and “best efforts.” Each of these variations is a qualifier for the level of commitment. In general, they are ordered in a hierarchy from the lowest (good faith efforts) to the highest (best efforts) level. “Reasonable efforts” denotes a degree of effort less onerous than “best efforts”.
Providing support on the basis of “reasonable efforts” does not mean “all efforts” or “every effort”. “Reasonable efforts” means such, that are reasonable in the particular circumstances, all things considered. What is determined as “reasonable” in those circumstances would depend on the factors of the particular case.
It would also depend on the team providing the supporting service, as their efforts would be those of reasonable persons and are determined by what they would do in their position, in order to comply with the supporting obligation as promptly as possible.
The purpose of using “reasonable efforts” clause is to ensure that the obligated person who offers their help and effort, does not exceed their capabilities of doing so, or the benefits they would receive in exchange for that effort. “Reasonable efforts” includes achieving the specific goal as expeditiously as possible, but it doesn’t include:
- Specific costs such as:
- actions that may lead to further, unexpected or exceeding costs for the supporting person/team, that have not been expressly contemplated by the specific Agreement/Contract/Document;
- covering fees and expenses of advisors and consultants;
- covering out-of-pocket costs caused by gathering information and making filings with any governmental authority;
- covering taxes, fees, and penalties charged by any governmental authority;
other emergency or extraordinary costs not outlined in the specific Agreement/Contract/Document;
Any actions that may lead to any other detriment to the supporting person/team, out of reasonable proportion to their benefits under the Agreement/Contract/Document;
Incurring any liabilities;
Taking any action that could violate any law or order to which the supporting person/team is subject;
Taking any action that would imperil the support person’s/team’s existence or solvency;
Initiating litigation or arbitration;
Any other action or inaction that may be described in the specific Agreement/Contract/Document.