Singapore Support Services Agreement

The Customer’s Order constitutes an offer by the Customer to Tripleplay to purchase the Support Services in respect of each System 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 System, 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, in the event of any conflict with these Support Terms and Conditions, these conditions shall prevail. 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 System 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 and we will notify you in advance of these charges;

Charges means the collective term for the Support Services Charge and, if applicable, the Additional Charge as set out in the Order

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 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 System is delivered to the Customer, in accordance with our Terms and Conditions of Supply, or (if earlier) the date on which we commence performance of the Services;

Hardware means the computer hardware and associated equipment stipulated by us on the relevant Order for use with the System;

Hardware Issue means there is a fault with the Hardware used as part of the 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;

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;

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 Software Licence as defined therein) and to which these Terms shall apply;

Renewal Period means the automatic renewal period for the Contract (System) 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 these Terms and Conditions of Supply;

Site means the site where the System is to be located,;

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;

Support Package means the category of support package selected by the Customer as set out in the Order for each System. Further specification of the Services within each category of Support Package are set out in Schedule 2;

System means the Hardware, the Software the functional specification of which shall be as specified on the relevant Order by the Customer and deployed at their customers location known as the End User;

Term means the term of the Support Package for each System 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/sg-terms-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 Asia Private Limited, a company incorporated in Singapore whose registered office is at 100D Pasir Panjang Road, Singapore 118520;

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) on which banks are open for normal business in Singapore;

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. DURATION

  1. These Terms shall commence on the Effective Date and shall apply to the Support Services separately in respect of each System 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. We will only provide Support Services for Systems listed in an Order. If the Customer at a later date decides it would like to include additional Systems 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) 14 days of us issuing the updated schedule to you, and (b) us providing any Support Services in relation to that System, and we will have the right to charge you the appropriate Support Package for each additional System.

 

3. 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 System the modification of the base software of the 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 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 System for a purpose for which all or any of them were not designed;
    5. the use of any Software other than pursuant to and in accordance with the terms of the Software Licence.
  3. We shall upon request by you, provide Support Services notwithstanding that the fault results from any of the circumstances described in Clause 2. We shall in such circumstances be entitled to levy an Additional Charge.
  4. Without prejudice to Clause 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.
  5. We shall not be required to provide Support Services outside of the supported hours as defined by your selected Support Package.
  6. Notwithstanding Clause 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

  1. In consideration of us providing the Support Services, you shall pay the Support Services Charge in accordance with this Clause 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).
  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. You shall make payment in full within thirty (30) days following the date of our invoice.
  5. Payment shall be made in Singapore Dollars by way of a cashier’s cheque, telegraphic transfer or electronic payment.
  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 or the Software Licence.
  7. All charges and expenses referred to in these Terms are exclusive of local taxes or other goods sales tax, which shall be paid by you at the prevailing rate at the relevant tax point.
  8. We may upon sixty (60) days’ 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 and may include a cost of living rise plus 2% as a minimum.
  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.
  10. If you fail to pay the valid Charges within 30 days following the date of the invoice, we shall be entitled (without prejudice to any other right or remedy it 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 national base 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 software to access the 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 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. Termination

  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 or System, 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.
  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:
    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) 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
    2. an Insolvency Event occurs in respect of the other party; or
    3. exercisable by Tripleplay only in the event the Customer undergoes a change of control to a direct competitor (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);
    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

  1. Upon termination of the Order (or the relevant part thereof) for the provision of Support Services pursuant to these Terms howsoever caused:
    1. any sums owing to us by you shall immediately become due and payable;
    2. you will be liable to pay all the Maintenance Service Fees for the Initial Term or Renewal Period for the Systems to be terminated;
    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

 

8. WARRANTIES AND LIABILITY

  1. We warrant that:
    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;
    2. we are properly constituted and incorporated under the laws of England and Wales, and have all necessary licences, registrations, consents or approvals to perform our obligations under these Terms; and
    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.
  2. You warrant that you:
    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;
    2. you have all necessary licences, registrations, consents or approvals to perform your obligations under these Terms;
    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.
  3. Subject to Clause 5, all conditions, warranties, terms and undertakings express or implied statutory or otherwise in respect of the Support Services for the Overall System are hereby excluded to the fullest extent permitted by law.
  4. Subject to Clause 5, 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):
    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
    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
    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.
  5. Nothing in these Terms will operate so as to exclude or limit:
    1. our liability respect of death or personal injury caused by our negligence or that of our servants or agents;
    2. the statutory rights of the Customer where Services are supplied to a Customer dealing as a consumer within the meaning of the Unfair Contract Terms Act (Cap 396);
    3. the application of Section 12 of the Sale of Goods Act (Cap 393); or
    4. any liability for fraud or fraudulent misrepresentation.
  6. Subject to clause 5, 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:
    1. loss of profits; or
    2. loss of business; or
    3. depletion of goodwill or similar losses; or
    4. loss of anticipated savings; or
    5. loss of goods; or
    6. loss of use; or
    7. loss or corruption of data or information; or
    8. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
  7. Subject to clause 5, 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.

 

9. NOTICES

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 Bank 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.
 

10. GENERAL PROVISIONS

  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.
  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).
  3. The headings in these Terms and the Schedules are for convenience only and do not affect their interpretation.
  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.
  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.
  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.
  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.
  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.
  9. These Terms shall be governed in accordance with the laws of Singapore and any dispute arising under these Terms shall be subject to the non-exclusive jurisdiction of the Singapore Courts.

 


 

SCHEDULE 1 – Support Services

  1. The Support Services shall be limited to providing Tier 3 services for the System. The Customer shall be responsible for ensuring that Tier 1 and Tier 2 services are carried out by themselves or the End User 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 End Users through the TTS which shall raise a Trouble Ticket that will be issued to you and your End User;
  3. You or the End User shall report the fault to us via with via email on support@tripleplay.tv or directly by phone on +65 3158 3628 at which time we shall log the fault on the TTS. Once our support centre has acknowledged a Customer Trouble Ticket, we shall perform a number of activities as part of the Initial Assessment Period to identify the root cause of the issue and attempt to provide a remedy as part of this initial process.
  4. 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:
  5. Table 1: Categorisation of faults and expected response times

    Category Standard Update Time Escalation Time and Process
    Priority One Every 4 Working Hours After 2 Working Hours to Support Manager

    After 4 Working Hours to the Customer Success Director

    After 1 Working Day to the General Manager for the Region

    After 2 Working Days to the CEO

    Priority Two Every 24 Working hours After 48 Working Hours to UK Support Manager

    After 4 Working Days to the Customer Services Director

    After 5 Working Days to the General Manager for the Region

    After 8 Working Days to the CEO

    Priority Three Every 5 Working Days N/A
    Hardware Issue Refer to Clause 1.11

     

  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 for the System;
  7. We shall notify the Customer if on-site technical support is required for the System and you must provide written confirmation of your agreement to pay for any Additional Charges;
  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.
  9. We may provide a new telephone number for the remote support at any time on thirty days written notice to you.
  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 System, last order dates for Hardware and inventory levels for spares.
  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.
  12. 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 business 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 2 year return to us You to arrange RMA through Tripleplay support, average replacement time 5 Working Days
    Hard disk 2 year return to us You to arrange RMA through Tripleplay support, average replacement time 5 Working Days
    Set Top Box 2 year return to us includes PSU, STB and standard remote control You to arrange RMA through Tripleplay support, average replacement time 20 Working Days
    ONELAN Net-Top-Box 2 year return to us You to arrange RMA through Tripleplay support, average replacement time 20 Working Days
    Reserva Room Sign 2 year return to us You to arrange RMA through Tripleplay support, average replacement time 20 Working Days
    Customised remote control 2 year return to us You to arrange RMA through Tripleplay support, average replacement time 20 Working Days

     

  13. We agree to hold the components used in the 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 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.
  14. 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.
  15. 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

Support Service Standard Premium
Supported hours Working Day 24 hours, 7 days a week
Outside Working Hours None

Match Day support, 2 hours pre/post event (sports only)

Telephone with response within 3 hours
Contact with Tripleplay Support Centre Email/ Telephone Email /Telephone
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 where applicable payment of engineering time Yes, Annually Yes, when release available and Customer requests it
Engineer time for upgrade per Site for a New Release of Software (not applicable to ONELAN CMS, NTB or Reserva Room Signs) SGD$1,500 None
Out of Hours (chargeable) Service available on request Sat – Sun (09.00-17.30): as per call out rate in standard price list

Mon – Sun (17:30 – 09.00) as per call out rate in standard price list

N/A
Site Visit Charge Rates as per call out rate in standard price list expenses as per call out rate in standard price list expenses
Customer reporting and review of Trouble Tickets subject to Customer request Every 12 months Every 6 months
Warranties on Hardware Standard Manufacture Warranty applies as per Table 2: Hardware problems and procedures
Digital Signage & IPTV Company