Tripleplay SaaS Support Services Agreement

This Agreement includes Support Services for all licences that are being invoiced.  Support is provided based on these terms and conditions, subject to the terms and conditions of the Main Agreement to which these terms and conditions are attached (collectively, the “Support Services Agreement”).

1. DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation in this clause apply to these Terms and Conditions (the “Terms”). Additional Charges means the charges not included in the Support Services Charge undertaken on a time-and-materials basis at our standard rates from time to time, which may include Out of Hours Support and On-Site Visits requested by you, and Engineering Time for fault diagnostics which are outside the scope of the standard support services provided such as issues with the power supply, cables and/or TV settings. Customer, you or your means the customer identified in the Main Agreement. Contract Period means the agreed period of time that the Software Products and Services are provided for Your use, as outlined in the Main Agreement. Documentation means our general system management and configuration documents and other information relating to the Software Products. Effective Date means the date on which we commence performance of the Services as set out in the Main Agreement. Hardware means the computer hardware and associated equipment stipulated by us which is supported by the Software Products. Hardware Issue means there is a fault with the Hardware used as part of the Software Products. Initial Assessment Period means a period of one (1) Working Day from when the fault is correctly reported by You and logged on to the TTS. Main Agreement means the SaaS Agreement to which this Agreement is attached. Maintenance Release means an update to one or more files of the standard Software Products to correct a specific problem or problems that may or may not be known to you.  It consists of Documentation describing each problem and its solution. We may make available Maintenance Releases to our customers, as we determine are necessary or desirable. New Release means a new production release of the Software Products, having a higher number to the left of the decimal point in its release number than the release of that Product previously delivered to you, which is made available generally from time to time by us to our Customers who have agreed to receive Support Services from us pursuant to these Terms, for the purpose of enhancing existing features, adding new functionality or correcting problems identified by us that have not been addressed within a Maintenance Release. Overall System means the Software Products and approved supported Hardware. Out of Hours means any Working Hour outside the supported hours of your Support Package. Priority One means that at one or more Sites, end users are unable to receive any of the services and features provided by the Overall System. Priority Two means that at one of the Sites, end users are unable to receive some of the services and features provided by the Overall System which are affecting the overall experience to the end users. Priority Three means that at one of the Sites, end users are able to receive the services and features provided by the Overall System but certain features are not functioning correctly but not affecting the overall experience of the end user. Services means the Support Services and/or Support Package as set out in this Agreement Site or End Point means the site locations where the Overall System has a licenced end point or end users. Software Products means the Software Product(s) that are licensed for Your use as set out in the Main Agreement. Support Services Charge means the charge for the provision of the Support Services which are included as part of the licence fee as detailed in the Main Agreement. Support Package means the support package as set out in Schedule 1. Tier 1 means the gathering of Site information, establishing the Site issues by analysing the symptoms, defining the underlying cause, general system monitoring and site liaison.  It also includes carrying out basic hardware checks at Site (such as with the power supply, HDMI cable and TV settings on connected devices) and ensuring the local network is functioning correctly. Tier 2 means confirmation of the Tier 1 findings, determining if its network and system configuration issues or power or TV operating issue. Tier 3 means Software Products and/or Hardware issues with the Overall System, upgrades to the Overall System, applying Maintenance Release and New to the Overall system. Tripleplay, we, us or our means Tripleplay Services Limited, as defined in the Main Agreement. TTS means our Trouble Ticketing System for recording, tracking and reporting problems associated with the Overall System. Trouble Ticket means a ticket produced by the Trouble Ticketing System. UK Working Day means 09.00am to 05.30pm on any day (other than a Saturday or Sunday) on which banks are open for normal business in England. UK Working Hour means one hour within a UK Working Day. Working Day means 09.00am to 5.30pm on any day (other than a Saturday or Sunday) for the country at which the end device is deployed. Working Hour means one hour within a Working Day. Year means the period of twelve (12) months from the Effective Date and each subsequent consecutive period of twelve (12) months.

2. MAINTENANCE SERVICES

  1. We shall provide the Support Services to you with reasonable care and skill.
  2. Support Services shall not include the diagnosis and rectification of any fault resulting from:
    1. the improper use operation or neglect of any part or all of the Overall System the modification of the base software of the Overall System or its use (in whole or in part) with any other software not provided by us that they have not certified as being compatible.
    2. the failure by You to maintain any necessary environmental conditions for use of the Overall System which we advise you.
    3. the failure by You to implement recommendations in respect of solutions to faults previously advised by us within a reasonable time.
    4. the use of the Overall System for a purpose for which all or any of them were not designed;
  3. We shall upon request by you, provide Support Services notwithstanding that the fault results from any of the circumstances described in Section 2.2.
  4. Without prejudice to Section 3, we shall be entitled to levy a reasonable Additional Charge should you fail to comply with reasonable requests for information or refuse to perform basic tasks under our instruction to assist in diagnosing of an incident or fault, having not performed Tier 1 fault diagnostics correctly or the fault is found to have been caused by the circumstances in Section 2.2.
  5. We will notify you in advance when Additional Charges will apply and will require a written confirmation from you to accept the proposed charges before proceeding.

3. WARRANTIES

  1. Nothing in these Terms will operate so as to exclude or limit our liability respect of death or personal injury caused by our negligence or that of our servants or agents;
  2. Subject to Section 3.1, we shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; or loss of business; or depletion of goodwill or similar losses; or loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
  3. Subject to Section 3.1 we will not be liable to the Customer in contract, tort (including without limitation negligence or misrepresentation whether innocent or negligent) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Software Products and Support Services provided by us, our servants or agents, in a sum which is greater than the total Charges for the License fee for a period of 6 months as set out in the Main Agreement.

4. CONFIDENTIALITY

Each of You and We shall keep and procure to be kept secret and confidential any and all Confidential Information belonging to the other party disclosed as a result of the relationship of the parties under these Terms and shall not use nor disclose the same save as envisaged in these Terms. Where disclosure is made to any employee, consultant or agent, it shall be done subject to obligations equivalent to those set out in this Section 4 and each party shall be responsible to the other in respect of any disclosure or use of such secret and confidential information by a person to whom disclosure is made. The Customer acknowledges that in the event any details are supplied to us of any end users of the Overall System, Support Services or any part of them, the Customer warrants that it has obtained the consent of such end user and that we shall be entitled to use such information in relation to the management and enforcement of any of our rights, or in respect to sale, promotion or provision of any further Support Services to such person (at our discretion).

SCHEDULE 1 – SUPPORT SERVICES

    1. The Support Services shall be limited to providing Tier 2 and Tier 3 services for the Overall System. The Customer shall be responsible for ensuring that Tier 1 are obtained by it and such services are provided timely and to a suitable and professional standard.
    2. We shall record and track all incidents raised by you and your nominated users through the TTS which shall raise a Trouble Ticket that will be issued to you.
    3. You shall report the fault to us via with via email at support@tripleplay.tv or directly by phone on +44 (0) 845 094 3357 or +1 888 636 3348 at which time we shall log the fault on the TTS. If reporting the fault by email, you will receive a response containing a template of the information we require.
    4. Once our support centre has acknowledged a Customer Trouble Ticket, we shall perform a number of triage activities to determine the nature of the fault as part of the Initial Assessment Period.
    5. Our support team will use its best endeavours to remedy the problem during the Initial Assessment Period and if the problem is resolved, you will be informed and the Trouble Ticket closed.
    6. Where a problem cannot be resolved within the Initial Assessment Period, the problem shall be categorised and managed according to Table 1: Categorisation of faults and expected response times below:
Table 1: Categorisation of faults and expected response times
CategoryStandard Update TimeEscalation Time and Process
Priority One    Every 4 Working Hours    After 2 Working Hours to UK Support Manager   After 4 Working Hours to the Global Support Manager/Operations Director After 8 Working Hours to the General Manager for the Region After 1 Working Days to the CEO
Priority TwoEvery 2 Working daysAfter 8 Working Hours to UK Support Manager   After 2 Working Days to the Global Support Manager/Operations Director After 3 Working Days to the General Manager for the Region After 5 Working Days to the CEO
Priority threeEvery 5 Working daysN/A
Hardware IssueRefer to Section 1.12
 
    1. Where we believe, it is necessary a Maintenance Release to resolve a problem or series of problems shall be produced by us to resolve the issue.
    2. We shall notify You, if on-site technical support is required for a Site and you must provide written confirmation of your agreement to pay for any Additional Charges for the proposed work.
    3. Tripleplay Trouble Tickets shall be closed if no update is received from you after seven (7) Working Days in respect to a request for further information or for action to be taken by you. Responses after this period shall require another Trouble Ticket to be raised.  We will notify you before a ticket is automatically closed.
    4. We may provide a new telephone number for the remote support at any time on thirty days written notice to you.
    5. If requested by you and no more than once every 12 months, you and we may hold a business review meeting to review such issues as obsolescent of elements of the Overall System, last order dates for Hardware and inventory levels for spares.
    6. In the event that we have classified the trouble ticket as a ‘Hardware Failure’ within the Overall System the following standard procedure shall apply as defined in Table 2: Hardware problems and procedures in shall apply.
Table 2: Hardware problems and procedures
CategorySupport provided as part of purchaseProcess for resolving hardware issue
Set Top Box/Media player2 Year return to us includes PSU, device and standard remote controlYou to arrange RMA through Tripleplay support, average replacement time 10 Working Days
Note: advance replacement can be arranged for any failed component under warranty with agreement
  1. We agree to hold the components used in the Overall System as part of our spares inventory wherever possible. However, if the spares inventory is exhausted and we are unable to source the Hardware, we may replace the Hardware with a suitable replacement together with any supporting Software Products. We shall provide this support as part of the Support Services for the Contract Period of the Main Agreement. We warrant that all Hardware has been legally imported into whichever territory they are being sold from and, all Hardware are genuine products which the manufacturer has authorised us to sell and, we shall not knowingly provide Hardware that is counterfeit, fake, assembled (without manufacturer’s authorisation) from cannibalised parts or that are in any other way non-genuine or not authorized for sale by the Hardware’s manufacturer.
  2. Replacement Hardware shall only be shipped to you once the faulty unit has been returned to us unless agreed by both parties prior to shipment. In the event that Replacement Hardware has to be sent to you prior to receiving the faulty Hardware, then we reserve the right to charge you the replacement Hardware cost if the not received by us within 30 days of shipping the replacement Hardware.
  3. If Hardware is “out of warranty” and needs to be replaced, then we will charge you the replacement Hardware costs as per our current price list, which shall be an Additional Charge pursuant to these Terms.
  4. The support package provided as part of this Agreement is defined below in Table 3: Definition of the Support Package provided under this Agreement.
Table 3: Definition of the Support Package provided under this Agreement
Support ServiceStandard
Supported hoursWorking Day for Tier 2 issues   UK Working Day for Tier 3 issues
Outside Working HoursAdditional Support Charges shall apply
Contact with Tripleplay Support CentreEmail/ Telephone/TTS (when available)
Provision of Maintenance Releases to resolve software issuesYes
Ability to receive a New Release of the Software Products once per annum at no licence cost subject to Customer request and payment of engineering timeYes, as determined by Tripleplay    
Out of Hours (chargeable) Service available on request$280* per hour
Site Visit Charge Rates    $600* per half day
Warranties on HardwareStandard Manufacture Warranty applies as per Table 2: Hardware problems and procedures
*To be charged in USD or equivalent local currency using daily spot rate.

SCHEDULE 2 – SERVICE LEVELS

  1. Software Product Hours: The Software Products will be available for You to connect to and use 24 hours/365 days per annum, subject to the exceptions detailed in clauses 2.4 and 2.5 of this schedule.
  2. Online Availability: The Software Products will be available (i.e accessible via the login URL) to You for a minimum of 99% of the Software Product Hours. The percentage of online availability will be calculated on a monthly basis, and will be a reflection of the availability of the Software Product over the total number of “Software Product Hours” for the month.
  3. Unplanned Outages: Emergency maintenance of the Service may need to be conducted during UK Working Hours but Tripleplay will use reasonable endeavours to minimise its impact. We will aim to notify You of the unplanned outage wherever possible in advance so as to reduce its impact on your service. In the unlikely event of an unplanned service interruption, we will endeavour to keep you informed of its progress and when its likely to be brought back online.
  4. Planned Outages: Planned outages are scheduled in advance and may be necessary for maintenance purposes. Tripleplay may elect to undertake a service interruption or outage to facilitate improvements to its systems or for maintenance of the Service (e.g server operating system patches and upgrades and/or application upgrades). Scheduled maintenance shall not occur during UK Working Hours. We will notify You of the planned outage no less than 2 working days in advance.
  5. Outages Due to Factors Outside the Reasonable Control of the Provider: This includes Service Interruptions or outages arising directly or indirectly from:-
    1. Interruptions to the flow of data to or from the Software Products and other portions of the internet due to reasons outside the control of the Provider (e.g due to censorship, cyberattacks or disruption to submarine communications).
    2. Defects or mis-use of Customer equipment and/or third party equipment used to access the service (e.g Tier 1 support issues)
  6. Penalties: Penalties incurred due to failure to meet terms of SLA, subject to the exceptions outlined in clauses 2.4 and 2.5 of this schedule:
    1. Availability – Failure to sustain 99% availability – For each percentage point below the 99% threshold in a month, 1% of the monthly fee will be credited from the next invoice up to a maximum of 10%.
    2. Recovery from Priority 1 Issue – For each day following the failure to recover from a Priority 1 issue within 1 UK Working Day from the time it was raised, 1% of the monthly fee will be credited from the next invoice up to a maximum of 10%.
    3. Recovery from Priority 2 Issue – For each day following the failure to recover from a Priority 2 issue within 3 UK Working Days from the time it was raised, 1% of the monthly fee will be credited from the next invoice up to a maximum of 10%.