SUPPORT SERVICES AGREEMENT
The Customer’s Order constitutes an offer by the Customer to Tripleplay to purchase the Support Services in respect of each Site specified in that Order on these terms and conditions. Accordingly, confirmation by Tripleplay that it has accepted the Order, or (if earlier) Tripleplay’s commencement of performance of the Services pursuant to the Order, shall establish a separate Contract for the supply and purchase of those Services from Tripleplay for each Site, on these terms and conditions (the “Support Services Agreement”).
In the event the Customer has entered into a Reseller Agreement with Tripleplay, the Order and any resulting Contract shall be made pursuant to the terms of that Reseller Agreement, which shall prevail in the event of any conflict with these Support Terms and Conditions. The Customer’s standard or other terms and conditions (if any) attached to, enclosed with, or referred to in, any order shall be excluded.
1 DEFINITIONS AND INTERPRETATION
The definitions and rules of interpretation in this clause apply to these Terms and Conditions (Terms).
Additional Charges means the charges not included in the Support Services Charge for a Site undertaken on a time-and-materials basis at our standard rates from time to time, including Out of Hours Support, Site Visit Charge Rates and Engineering Time for upgrades;
Charges means the collective term for the Support Services Charge and, if applicable, the Additional Charge as set out in the Order;
Confidential Information means all secret or confidential commercial, financial and technical information, know how, trade secrets, inventions, product design, computer software and other information whatsoever and in whatever form or medium and whether disclosed orally or in writing, together with all reproductions in whatsoever form or medium and any part or parts of it;
Customer, you or your means the customer identified on the relevant Order which has been accepted by us in accordance with our Terms and Conditions of Supply;
Documentation means our general system management and configuration documents and other information relating to the Overall System as provided by us in hardcopy or electronic readable form in respect of the applicable Order;
Effective Date means the date on which the relevant Order for the Services is accepted by us, in accordance with our Terms and Conditions of Supply, or (if earlier) the date on which we commence performance of the Services;
GST means any goods and services tax, value added tax or sales tax imposed on the sale or supply of goods, services and rights in any jurisdiction, including but not limited to a tax imposed by the GST Law;
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth of Australia;
Hardware means the computer hardware and associated equipment stipulated by us on the relevant Order for use with the Overall System;
Hardware Issue means there is a fault with the Hardware used as part of the Overall System;
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;
Insolvency Event means any one or more of: (i) notice being issued to propose a resolution for winding up or dissolution, or such a resolution being passed; (ii) a petition for winding up or an administration or bankruptcy order being presented, or such an order being made; (iii) any steps being taken with a view to a voluntary arrangement or other assignment, composition or arrangement with all or any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferral of all or any indebtedness; (iv) suspension of payments to all or any creditors and/or ceasing business; (v) an encumbrancer taking possession of all or any assets of a party; (vi) an administrator or receiver being appointed over a party or all or any of its assets; (vii) any action anywhere similar or analogous to any of the foregoing; (viii) the other party having reasonable grounds for believing that any of the foregoing is imminent. For the avoidance of doubt if any of the foregoing occurs in relation to a company associated with either party it shall be deemed to occur to that party;
Support Services Charge means the annual charge for the provision of the Support Services as detailed in the Order;
Support Services means the support and/or maintenance services as detailed at Schedule 1 and which are set out on the relevant Order and the appropriate Support Package specified in Schedule 2, which has been accepted by us in accordance with our Terms and Conditions of Supply;
Maintenance Release means an update to one or more files of a standard Product 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 Patch Releases to our Customers who have agreed to receive Support Services pursuant to these Terms from time to time, as we determine are necessary or desirable;
New Release means a new production release of the Software, 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;
Order means the Customer’s Purchase Order (or other order or request), and which shall set out the details of any Services which Tripleplay is to provide to the Customer pursuant to that Order, and which may include a separate order for certain Hardware, Software (subject to the terms of the Terms and Conditions of Supply, and the Software Licence and Third Party Licences as defined therein) and to which these Terms shall apply;
Overall System means the Hardware, the Software the functional specification of which shall be as specified on the relevant Order;
Out of Hours means any Working Hour outside the supported hours of your selected Support Package;
Priority One means that at one of the 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;
Renewal Period means the automatic renewal period for the Contract (Sites) as defined in clause 2.1;
Services means the Support Services and/or Support Package as set out on the Order, accepted by Tripleplay in accordance with its Terms and Conditions of Supply;
Site means the site where the Overall System is to be located, as set out in the Order;
Software means our computer software and diagnostics (including any enhancements, modifications and virus updates), in object code form only;
Software Licence means the form of end user licence for the use of certain software of Tripleplay, as defined in the Terms and Conditions of Supply;
Support Package means the category of support package selected by the Customer as set out in the Order for each Site. Further specification of the Services within each category of Support Package are set out in Schedule 2;
Term means the term of the Support Package for each Product as specified on the Order.
Terms and Conditions of Supply means the Standard Terms and Conditions of Supply of Tripleplay from time to time, the current version of which is available at https://www.tripleplay.tv/au-terms-conditions-of-supply/;
Third Party Licences means the form of end user licence(s) for the use of certain open source or third party software, as defined in the Terms and Conditions of Supply;
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;
Tier 2 means confirmation of the Tier 1 findings, determining if its network and system configuration issues or power or TV distribution feeds or liaising with server manufacturer;
Tier 3 means Software and/or Hardware issues with the Overall System, upgrades to the Overall System, applying Maintenance Release and New Releases (Engineering Time may be charged for this) to the Overall system;
Tripleplay, we, us or our means Tripleplay Services Australia Pty Limited (ABN 90 134 939 754) of Suite 3, Level 8, 97 Pacific Highway, North Sydney NSW 2060, Australia;
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;
Working Day means 09.00am to 05.30pm on any day (other than a Saturday or Sunday or public holiday) on which banks are open for normal banking business in Sydney, New South Wales, Australia;
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.
2.1 These Terms shall commence on the Effective Date and shall apply to the Support Services separately in respect of each Site as set out in the Order. These Terms shall run for the Term set out in the Order, subject to a minimum Term of one Year, and which shall automatically on expiry (with notice provided by Tripleplay prior to the start of the Renewal Period) renew for further terms of one Year (each of which shall be a (“Renewal Period”) unless and until terminated in accordance with Clause 6 of these Terms.
2.2 We will only provide Support Services for Sites listed in an Order. If the Customer at a later date decides it would like to include the Site within the scope of the Services, then an additional Order or updated schedule to the existing Order is required. We will issue an additional Order or updated schedule to the existing Order, which shall be deemed to have been accepted by you unless you notify us prior to the earlier of: (a) the date on which you notify us of such acceptance, and (b) us providing any Support Services in relation to that Site, with your consent, and we will have the right to charge you the appropriate Support Package for each additional Site.
3 MAINTENANCE SERVICES
3.1 We shall provide the Support Services to you with reasonable care and skill.
3.2 Support Services shall not include the diagnosis and rectification of any fault resulting from:
3.2.1 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;
3.2.2 the failure by you to maintain any necessary environmental conditions for use of the Overall System which we advise you;
3.2.3 the failure by you to implement recommendations in respect of solutions to faults previously-advised by us within a reasonable time;
3.2.4 the use of the Overall System for a purpose for which all or any of them were not designed;
3.2.5 the use of any Software other than pursuant to and in accordance with the terms of the Software Licence or Third Party Licences (as applicable).
3.3 We shall upon request by you, provide Support Services notwithstanding that the fault results from any of the circumstances described in Clause 3.1. We shall in such circumstances be entitled to levy an Additional Charge.
3.4 Without prejudice to Clause 3.3, 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, and where such failure results in us incurring expenditure or loss, or where we have dedicated resources to the relevant Services which are unable to be reallocated.
3.5 We will notify you in advance that when Additional Charges will apply and will require a written confirmation from you to accept the proposed charges before proceeding.
3.6 We shall not be required to provide Support Services outside of the supported hours as defined by your selected Support Package.
3.7 Notwithstanding Clause 3.5 and at your request, we may provide Support Services at such other times outside of the Support Package to cover emergency call-outs or out-of-hours routine maintenance (“Out of Hours Services”). Where you request such Out of Hours Services we shall charge our current rates for Out of Hours Services in force at that time.
4 INVOICES AND PAYMENT
4.1 In consideration of us providing the Support Services, you shall pay the Support Services Charge in accordance with this Clause 4.
4.2 We shall be entitled to invoice you for the Support Services Charge for the Term in advance, at any time after the Effective Date, and in respect of each Renewal Period, in advance at any time after the start of such Renewal Period. You agree to issue a valid purchase order for the full amount of the Support Services Charge by no later than [the Effective Date OR fourteen (14) days after the Effective Date, or the Renewal Date (as the case may be).
4.3 You will be notified when an Additional Charge will apply following a request from you for Services not included in the Support Services Charge or otherwise as incurred pursuant to these Terms and unless you notify us that you do not wish to proceed with such services, it will be deemed that you have accepted the Additional Charge. We shall be entitled to invoice you for any Additional Charge incurred at the end of the calendar month in which the Additional Charge was incurred.
4.4 You shall make payment in full within thirty (30) days following the date of our invoice.
4.5 Payment shall be made in Australian dollars and made by way of bank cheque, or electronic funds transfer to Tripleplay’s bank account as notified in writing from time to time by Tripleplay, or as otherwise agreed with Tripleplay. Unless otherwise expressly stated, all references in these Terms to AUD or dollars or “$” are references to Australian dollars.
4.6 We reserve the right, upon written notice to you, to declare all sums immediately due and payable in the event of a material breach by you of any of its obligations under these Terms, the Order, the Software Licence or the Third-Party Licences.
4.7 All charges and expenses referred to in these Terms are exclusive of all GST and other goods sales tax, which , which will be levied and paid by the Customer as described in these Terms in accordance with the GST Law.
4.8 We may upon 4 months (4) months’ prior written notice and agreement with you in advance, vary the Charges once in every Year such variation to come into effect upon the commencement of the next Renewal Period.
4.9 Notwithstanding Clause 4.8, we may vary the Charges at any time to reflect pro rata any variation in the cost to us of providing the Support Services which arises as a consequence of any change in the manner or rate of taxation, the law or other regulatory requirements. We will endeavour to provide you with reasonable prior notice of such an increase, where practicable.
4.10 If you fail to pay any valid Charges within 30 days following the date of the invoice, we shall be entitled (without prejudice to any other right or remedy we may have) to: (i) cancel or suspend any further Support Services to you; and (ii) charge interest on the overdue amount at the rate of 4% per annum above the Reserve Bank of Australia official cash rate in force from time to time, from the date payment becomes due until actual payment is made (irrespective of whether payment is made before or after any judgment or award in respect of the same).
5 Customer Obligations
You agree to provide remote connection to allow our VPN software to access the Overall System and you will be responsible for any associated Site cost for this link, and for obtaining any necessary authorities, consents or other approval in order to provide us with this link. For the avoidance of doubt the remote access provided to us is only to allow us to assist you to correctly report errors and to audit the Overall System. If you do not provide a remote connection for us to access the system, then we shall in such circumstances be entitled to levy an Additional Charge for sending an engineer to the Site to perform the Support Services.
6.1 Either you or we may terminate the Order with respect to the Support Services pursuant to these Terms, in whole or individually by Site, by giving the other party not less than 3 months’ prior written notice of termination, such notice to take effect at the end of the Term or then-current Renewal Period.
6.2 Either party may terminate these Terms forthwith by giving written notice to the other party on the happening of any one or more of the following events, namely:
6.2.1 the other party commits any material breach (which may, without limitation, consist of a series of minor breaches) of any of its obligations under these Terms (or the Terms and Conditions of Supply, the Software Licence or any of the Third-Party Licences) which (if capable of remedy) it fails to remedy within thirty (30) days of a notice in writing given the breach and requiring such breach to be remedied; or
6.2.2 an Insolvency Event occurs in respect of the other party; or
6.2.3 in the event a party undergoes a change of control to a direct competitor of the other party (and “control” means ownership of more than half the capital, business or assets of or the power to exercise more than half the voting rights of or the power to appoint more than half the members of the Board of Directors of or the right to manage the affairs of a party and a “change” shall take place where some person other than the person or persons enjoying such control at the date of execution of this Agreement, acquire it, whether alone or acting in concert with others);
6.2.4 or you assign, sub-licence or provide to any other person, or otherwise deal in the Software, Hardware or any part of them, or purport to do so, without our prior written approval.
7 CONSEQUENCES OF Termination
7.1 Upon termination of the Order (or the relevant part thereof) for the provision of Support Services pursuant to these Terms:
7.1.1 any sums owing to us by you shall immediately become due and payable, less any loss or damage incurred by you to the extent that such was caused by a breach of these Terms by Tripleplay;
7.1.2 Unless termination occurs due to the breach of these Terms by Tripleplay, you will be liable to pay all the Maintenance Service Fees for the Initial Term or Renewal Period for the Sites to be terminated;
7.1.3 where terminated in part we shall have no obligation to provide any Support Services (including to provide any Maintenance Releases or New Releases or any other form of update or modification) with respect to the part of the Order which has been terminated, or the whole Order where terminated in full, and
7.1.4 the obligations of confidentiality herein shall survive termination and continue in full force and effect.
8 WARRANTIES AND Liability
8.1 We warrant that:
8.1.1 we have all necessary authority, power and capacity to enter into and perform the Support Services and that all necessary actions have been taken to enter into these Terms properly and lawfully and these Terms constitute obligations binding on each of us in accordance with its terms;
8.1.2 we are properly constituted and incorporated under the laws of New South Wales, and have all necessary licences, registrations, consents or approvals to perform our obligations under these Terms; and
8.1.3 as at the date of these Terms, we are not under any restriction (by reason of law or otherwise) that would or might impede or prevent us from providing the Support Services.
8.2 You warrant that you:
8.2.1 have all necessary authority, power and capacity to enter into and perform these Terms and that all necessary actions have been taken to enter into it properly and lawfully and these Terms constitute obligations binding on each of us in accordance with its terms;
8.2.2 you have all necessary licences, registrations, consents or approvals to perform your obligations under these Terms;
8.2.3 as at the date of these Terms, you are not under any restriction (by reason of law or otherwise) that would or might impede or prevent you from fulfilling your obligations under these Terms.
8.3 Subject to Clause 8.5, all conditions, warranties and guarantees implied by statute, common law or otherwise in respect of the Support Services for the Overall System are hereby excluded to the fullest extent permitted by applicable laws.
8.4 Subject to Clause 8.5 and to the extent permitted by applicable laws, in the event of any breach of any of our obligations hereunder (whether by reason of defective materials, production faults or otherwise) our liability shall be limited to (at our option):
8.4.1 the repeating of the Support Services at the affected Site for the current Term (or Renewal Term, if applicable) without any additional cost to you; or
8.4.2 replacement of all or the affected part of the Overall System or its components at the affected Site with a suitable alternative at our cost; or
8.4.3 repayment of the price set out on the relevant Order (where this has been paid) relating to the Support Services at the affected Site.
8.5 Nothing in these Terms will operate so as to exclude or limit:
8.5.1 our liability respect of death or personal injury caused by our negligence or that of our servants or agents; or
8.5.2 any liability for fraud or fraudulent misrepresentation.
8.6 Subject to clause 8.5 and to the extent permitted by applicable laws, 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:
8.6.1 loss of profits; or
8.6.2 loss of business; or
8.6.3 depletion of goodwill or similar losses; or
8.6.4 loss of anticipated savings; or
8.6.5 loss of goods; or
8.6.6 loss of use; or
8.6.7 loss or corruption of data or information; or
8.6.8 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
8.7 Subject to clause 8.5 and to the extent permitted by applicable laws, 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 Support Services by us, our servants or agents, in a sum which is greater than the total Charges for the Support Services paid or payable by the Customer to us for the affected Site as set out on the relevant Order.
8.8 Certain legislation, including the Australian Competition and Consumer Act 2010 (Cth) may imply warranties, conditions or guarantees or impose obligations which cannot be excluded, restricted or modified except to a limited extent (Non-Excludable Guarantees). If such Non-Excludable Guarantees apply and Tripleplay fails to comply with them, the Customer may be entitled to other remedies under the applicable legislation. These Terms must be read subject to those Non-Excludable Guarantees and remedies. To the extent permitted by applicable laws, Tripleplay’s liability to the Customer pursuant to the Non-Excludable Guarantees is limited in the following ways and the Customer agrees and acknowledges that the following limits are fair and reasonable in all the circumstances:
8.8.1 except as required of Tripleplay under the Non-Excludable Guarantees, Tripleplay provides no other warranty, guarantee or assurance, express or implied, to the Customer; and
8.8.2 Tripleplay’s liability for failure to comply with a Non-Excludable Guarantee is limited at Tripleplay’s option to replacement, repair or resupply of the relevant goods or the specific element in question (or equivalent goods), or resupply of the relevant services, or the payment of the cost of doing any of those things.
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 Clause 9 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).
All notices under these Terms will be in writing and may be served by post or facsimile transmission addressed to the other party at the address given in these Terms or at such other address as a party will from time to time by notice in writing give to the other party for the purpose of service of notices under these Terms. Every such notice will be deemed to have been served by post at the expiration of 2 days after despatch of the same or if sent by facsimile transmission at 10.00am local time on the next normal Working Day of the recipient following despatch. In proving service, it will be sufficient to show in the case of a letter that the same was duly addressed prepaid and posted in the manner provided and in the case of a facsimile transmission a transmission report that it was transmitted to the correct telephone number. Saturdays, Sundays and public holidays will not in any event be treated as days on which service is effected, and service will be deemed to take place on the next normal Working Day of the recipient.
11.1 Unless expressly stated otherwise, the consideration described in these Terms for any supply made under or in connection with these Terms does not include GST.
11.2 Where any supply occurs pursuant to these Terms , then, subject to clauses 11.3 and 11.4 below:
11.2.1 the party who is the supplier will be entitled to increase the consideration for the supply identified in these Terms by the amount of any applicable GST calculated in accordance with applicable laws; and
11.2.2 the recipient of the supply shall correspondingly pay the increased consideration (and the increased consideration (including any applicable GST) must be paid to the supplier without set off or deduction at the same time as the GST exclusive consideration is payable or to be provided).
11.3 The supplier must in any case issue to the recipient of the supply at the time of claiming payment a valid tax invoice in accordance with applicable laws for the purpose of allowing the recipient to obtain a tax credit for any GST so paid.
11.4 If any payment to a party under these Terms is a reimbursement or indemnification calculated by reference to a loss, costs or expenses incurred by that party, then the payment will be reduced by the amount of any tax credit to which that party is entitled for that loss, cost or expense.
11.5 Words or expressions used in this clause 11 which are defined in the GST Law have the same meaning in this clause.
12 general PROVISIONS
12.1 These Terms together with its Schedules and the relevant Order for Support Services (which has been accepted by us in accordance with the Terms and Conditions of Supply) and any documents referred to in these Terms constitute the entire agreement between you and us in relation to its subject matter and supersedes any and all prior agreements, communications and understandings between us regarding such subject matter other than representations made fraudulently.
12.2 If any provision of these Terms is held by any court or other competent authority to be void or unenforceable in whole or in part, these Terms shall continue to be valid as to the other provisions hereof and as to the remainder of the affected provision (as the case may be).
12.3 The headings in these Terms and the Schedules are for convenience only and do not affect their interpretation.
12.4 Neither party will have any liability to the other for any failure to perform or for any delay in the performance (other than as to payment) of any of its obligations under the Order and these Terms caused by any factor beyond its reasonable control.
12.5 The Contract is personal to the Customer and the Customer may not assign, transfer or charge its rights and liabilities under the Order and these Terms or any of them, or sub-contract or otherwise delegate any of its obligations under the Order and these Terms without our prior written consent.
12.6 Nothing in these Terms shall create a relationship of partnership, principal and agent, franchisor and franchisee, or employer and employee between you and us.
12.7 The rights and remedies of a party in respect of these Terms shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by a party to another nor by any failure of or delay by a party in ascertaining or exercising any such rights or remedies.
12.8 For the avoidance of doubt nothing in these Terms shall confer on any third party any benefit or the right to enforce any provision of these Terms.
12.9 These Terms will be governed in accordance with the laws of the State of New South Wales, Australia, and any dispute in connection with these Terms shall be subject to the non-exclusive jurisdiction of the New South Wales courts and any court that may hear appeals from those courts and the parties waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
SCHEDULE 1 – Support Services
1.1 The Support Services shall be limited to providing Tier 3 services for the Overall System. The Customer shall be responsible for ensuring that Tier 1 and Tier 2 services are obtained by it and such services are provided timely and to a suitable and professional standard.
1.2 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;
1.3 You shall report the fault to us via with via email on email@example.com or directly by phone on +612 8011 3387 at which time we shall log the fault on the TTS.
1.4 Once our support centre have acknowledged a Customer Trouble Ticket, we shall perform the following activities as part of the Initial Assessment Period:
(a) Review all logs available within the Overall System;
(b) Perform remote interrogation of the Overall System (assuming there is connectivity to the Site) to determine the cause of the problem;
(c) Identify the source of the problem using:
(i) an analysis of the System logs;
(ii) debug traces and;
(iii) other diagnostic information.
(d) If the problem relates to the Overall System, then we shall endeavour to provide a remedy for the problem as part of the problem resolution where possible;
(e) When a problem is resolved, the appropriate remedy shall be applied to the Site, you will be informed and the Trouble Ticket closed.
1.5 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
|Category||Standard Update Time||Escalation Time and Process|
|Every 8 Working Hours
|After 4 Working Hours to Support Manager
After 1 Working Day to the Operations Director
After 2 Working Day to the General Manager for the Region
After 3 Working Days to the CEO
|Tier Two||Every 48 Working hours||After 24 Working Hours to Support Manager
After 2 Working Days to the Operations Director
After 5 Working Days to the General Manager for the Region
After 8 Working Days to the CEO
|Tier Three||Every 5 Working Days||N/A|
|Hardware Issue||Refer to Clause 1.11|
1.6 Where we believe, it is necessary a Maintenance Release to resolve a problem or series of problems shall be produced by us and delivered to the you to resolve the issue at the Site;
1.7 We shall notify the Customer 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;
1.8 Tripleplay Trouble Tickets shall be closed if no update is received from you after ten (10) 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 48 Working Hours before a ticket is automatically closed.
1.9 We may provide a new telephone number for the remote support at any time on thirty days written notice to you.
1.10 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.
1.11 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
|Category||Support provided as part of purchase||Process for resolving hardware issue|
|HP Server||3 year on-site next Working Day includes all aspects of server including motherboard, memory and power supply unit but does not include IPTV Interface cards.||You to call your local representatives server manufacturer support desk quoting serial number
|IPTV Interface and encoder Cards||1 year return to us||You to arrange RMA through Tripleplay support, average replacement time 5 Working Days|
|Hard disk||1 year return to us||You to arrange RMA through Tripleplay support, average replacement time 5 Working Days|
|Set Top Box||1 year return to us includes PSU, STB and standard remote control||You to arrange RMA through Tripleplay support, average replacement time 20 Working Days|
|Customised remote control||1 year return to us||You to arrange RMA through Tripleplay support, average replacement time 20 Working Days|
1.12 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. We shall provide this support as part of the Support Services for a period of 2 years after delivery of the Overall System to you. 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.
1.13 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.
1.14 In the event that 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.
SCHEDULE 2 – Support Packages
The support packages provided as part of this Agreement are defined below in Table 3: Definition of different Support Packages provided under this Agreement.
Table 3: Definition of different Support Packages provided under this Agreement
|Supported hours||Working Day||8.00 – 22.00 M-F|
|Outside Working Hours||None
|Telephone with response within 3 hours|
|Contact with Tripleplay Support Centre||Email/ Telephone||Email /Telephone|
|Initial Assessment Period for acknowledging trouble ticket||1 Working Day||4 hours|
|Provision of Maintenance Releases to resolve software issues||Yes – Subject to the Customer continually maintaining their support and maintenance Agreement and package for their Sites||Yes – Subject to the Customer continually maintaining their support and maintenance Agreement and package for their Sites|
|Ability to receive a New Release of the Software once per annum at no license cost subject to Customer request and payment of engineering time||Yes
|Engineer time for upgrade per Site for a New Release of Software||$1850||$920
|Pre-arranged Out of Hours (chargeable) service available on request (dependent on availability of TPS staff)||Sat – Sun (09.00-17.30): $185 per hr
Mon – Sun (17:30 – 09.00) $370 per hr
|Sat – Sun (09.00-17.30): $185 per hr
Mon – Sun (19:00 – 08.00) $370 per hr
|Support Service outside of supported hours||$350 per hour||$350 per hour|
|Site Visit Charge Rates (dependent on availability of TPS staff)
|$185 per hour plus expenses||$185 per hour plus expenses|
|Customer reporting and review of Trouble Tickets subject to Customer request||Every 12 months||Every 6 months|
Rates exclude GST.