Cyviz AS
Company registration number: 965 451 129 (“Cyviz”)
These terms and conditions apply to all Software maintenance, Remote support and on-site support services supplied by Cyviz, whether ordered directly by an end-customer (the “End-Customer”) or by a Cyviz fulfilment partner on behalf of an End-Customer (the “Partner”).
1. Introduction
These Software Maintenance and Support Terms and Conditions (the “Terms”) govern Cyviz’ obligations to provide Software maintenance, Remote support and on-site support services to the Partner and to the End-Customer for Systems controlled by Software licensed to the End-Customer by Cyviz (the “Systems”).
These Terms, together with the Purchase Agreement, constitute the agreement between Cyviz and the Partner and/or the End-Customer (the “Agreement”). “Purchase Agreement” means Cyviz’ quotation for the services and the purchase order issued by the Partner or the End-Customer on the basis of that quotation.
By issuing a purchase order to Cyviz for Software maintenance, Remote support and/or on-site support services, the Partner or the End-Customer accepts these Terms. No signature is required. These Terms apply to the exclusion of any terms and conditions set out in or referred to in the Partner’s or the End-Customer’s purchase order or other documentation, which shall have no effect unless expressly accepted by Cyviz in writing. Specific commercial terms set out in Cyviz’ quotation, such as the purchased tier, fees and number of pre-paid visits, shall prevail over these Terms.
This Agreement replaces any previous agreement between the parties, whether oral or written, regarding Software maintenance, remote support, on-site support and/or Software support services.
In the event the Partner has committed to provide Software maintenance or support services to the End-Customer in excess of the services expressly described herein, such commitment may not be imposed on Cyviz, unless Cyviz’ prior written consent has been obtained.
1.1 Definitions
Software
Software owned and maintained by Cyviz. The Software is provided as multiple products and/or components.
Hardware
A hardware device, provided by Cyviz, which hosts an instance of the Software.
Server
A physical or virtual instance of a computer server hosting an instance of the Software.
System
A System is a specific installation of AV equipment which is controlled, managed and/or monitored by the Software.
License
A digital document which is issued to the End-Customer, and which grants the End-Customer the right to use the Software on a specific Server or a specific System.
2. Software Maintenance
2.1 General
To the extent included in the Purchase Agreement, Cyviz undertakes to provide Software maintenance services to the Partner and/or End-Customer as described below.
The Software for which the maintenance services shall be provided is stated in the Purchase Agreement, referred to as Software.
2.2 Software updates
Cyviz may from time to time create new versions of the Software. As an integral part of the Software maintenance service, Cyviz shall provide the End-Customer with major version (new versions), functional versions, revisions (patches) and sub-revisions of the Software.
Cyviz may, in its sole discretion, decide whether or not a Software update shall be deemed a major version, a functional version, a revision or a sub-revision. Cyviz’ decision shall be indicated by the Software version number.
New Software updates will be made available as an electronic download. A valid Cyviz Software license will be required to utilize new releases of the Software.
Subject to separate remuneration, the End-Customer may request Software update assistance from Cyviz to be provided by on-site personnel or remotely via electronic access.
2.2.1 Software version identification
The Software is identified by a unique version number that uses the following notation:
<Software name> XX.YY.ZZ.OO – <release date>
- XX refers to a major version
- A major version reflects changes at operating system level. Major versions are released infrequently.
- YY refers to a functional version
- A functional version contains significant changes to core functional parts of the Software
- ZZ refers to a revision
- A revision contains routine functional enhancements and consolidated bug fixes from the Software’s patch branches.
- OO refers to a sub-revision
- A sub-revision contains bug fixes and/or minor enhancements.
Revisions and Sub-revisions of the Software shall be made available at least twice a year.
2.3 Software error correction
In the event of a Cyviz Software failure, Cyviz shall within reasonable time provide the End-Customer with correctional information, a bypass, a restriction or a Software update which includes a correction of the Software error.
Errors in the Software are categorized in three levels:
| Category |
Description |
System operability |
| A |
Critical failure |
The Software is not operational |
| B |
Minor failure |
The Software is partly operational |
| C |
Feature request or similar |
Software operability is not affected |
A fault must be reported to Cyviz via the ordinary Cyviz Remote Support service. Availability of the Remote Support service is regulated by the active Remote Support arrangement for the affected System. When a fault in the Software has been confirmed by Cyviz, Cyviz is obliged to provide a corrective measure within a given time, depending on the category of the fault:
- Category A: 48 hours (excluding weekends and holiday)
- Category B: Until next release of a sub-revision
- Category C: N/A
The Cyviz correction obligation shall not apply in the event the Software error is due to the End-Customer’s use of the Software in an operating environment which is not in compliance with Cyviz’ specifications, or failures caused by third party Software.
Assistance in identifying a fault in the Software is provided as described in the Remote Support service arrangement for the affected System.
2.4 Software maintenance
Cyviz is obliged to provide Software maintenance for the most recent functional version of the Software.
Cyviz is obliged to provide limited Software maintenance for older versions of the Software. Only faults with a severity category of A will be corrected, up to two years after a new functional version of the Software has been made available.
Further development will always be carried out on the most recent functional version of the Software.
2.4.1 Maintenance and compliance with control interfaces of other devices
The Software is designed to control a range of third party devices via a control interface provided by the device manufacturer. These control interfaces may change when a new version of the device or the device software is introduced. A change in a control interface may stop the Software from operating as intended.
The Software has two modes of device control:
- Natively controlled device, which is implemented as an integral part of the Software
- Generic device control, which is achieved by configuring a given installation of the Software
Cyviz is obliged to provide maintenance of the Software to enable the Software to operate as intended, when the control interface of a Natively controlled device is changed, given that the new version of the control interface contains the same capabilities as the previous version.
A new version of the Software, which supports a new Native control interface, must be available at latest 90 days after Cyviz has been requested to support a new version of a control interface.
Complications related to changes in a generic device control interface are not covered by this agreement.
2.4.2 Cost related to installation and upgrading of new Software versions
This Agreement does not cover the costs related to the upgrading of the Software, other work or services related to installation, configuration or programming that arises when the Partner or the End-Customer performs an upgrade to a newer version of the Software.
3. Remote Support services
3.1 General
To the extent included in the Purchase Agreement, Cyviz undertakes to provide remote support services as described below.
The Software maintenance and Remote Support services are offered in three tiers – Essential, Extended and Premium. The tier purchased by the End-Customer is set out in the Purchase Agreement. The services included in each tier are summarised in the table below, and the additional services are described in section 3.11. In the event of any conflict between the table and the other provisions of this Agreement, the other provisions shall prevail.
| Remote Support and Software Maintenance plan |
Essential |
Extended |
Premium |
| Software updates |
Yes |
Yes |
Yes |
| Support availability |
09:00–17:00 local customer time zone, excluding weekends and national holidays |
24 hours a day, 7 days a week |
24 hours a day, 7 days a week |
| Case submission |
Email |
Email; telephone for Category A incidents only |
Email; telephone for Category A incidents only |
| Response time |
Category A: 24 hours
Category B: 24 hours |
Category A: 4 hours*
Category B: 8 hours |
Category A: 30 minutes*
Category B: 4 hours |
| Service quality review |
NA |
Quarterly report on request |
Monthly report on request |
| Remote systems check |
Not included |
Annual |
Quarterly |
| Remote standby support |
Not included |
Not included |
2 instances per year |
| In-person user workshop |
Not included |
Not included |
Annual |
* Category A response times apply only where the support request is raised by telephone, cf. section 3.8.1. Category A support requests raised by email are subject to the Category B response times.
3.2 Support services
The Partner and the End-Customer are granted a right to request remote assistance from Cyviz in diagnosing the cause of operational faults in a System controlled by the Software.
3.3 Implementation
The support service will be provided as remote assistance to representatives appointed by the End-Customer and/or the Partner. Communication between the parties during a diagnosing process may be based on email, phone, video conference, chat and/or remote access tools. The End-Customer and/or the Partner must ensure on-site presence of skilled personnel which can participate in the diagnosing process.
This Agreement does not cover support related to assisting end-users in normal operations of a System.
3.4 Remote access
Upon Cyviz’ request, the End-Customer shall allow Cyviz sufficient remote access to the End-Customer’s System to assist in isolating and diagnosing the possible error. In addition, the Partner and End-Customer undertakes to provide other practical assistance as reasonably requested by Cyviz. The End-Customer remains solely responsible for protecting its systems, files, data etc. when Cyviz is permitted remote access.
3.5 Remote access and support tools
Cyviz requires access to the End-Customer’s System remotely by the use of certain Software tools, e.g. the Cyviz Software Platform, LogmeIn or TeamViewer, subject to the End-Customer’s prior approval. Should the End-Customer refuse to approve any of the possible remote access tools, the End-Customer must accept an increase in the time needed to identify the cause of a fault and an increased need for presence by Partner and/or End-Customer provided personnel to assist in the diagnosing of the fault. If the absence of personnel to assist or lack of remote access causes excessive time consumption from Cyviz, Cyviz is entitled to terminate the effort to provide assistance until remote access or presence of personnel have been established.
3.6 Correction of faults
Should Cyviz’ examination of the End-Customer’s problem indicate an error in the Software, and Software Maintenance services are included in the Purchase Agreement, Cyviz’ responsibilities for correcting a fault are defined in the Software Maintenance section of this Agreement. Should the issue be caused by a fault in hardware provided by Cyviz, Cyviz’ responsibilities are defined in the warranty section in the Purchase Agreement. Cyviz may, if possible through the use of remote access tools, implement corrective actions. Correction of faults caused by other components, products or parties are not covered by this Agreement.
If the examination results in the identification of a failure for which the End-Customer, Partner or a third party, including a certified Cyviz partner, is responsible, the End-Customer or the Partner may request additional assistance from Cyviz. Such additional assistance shall be provided on a best efforts basis and subject to separate agreement with separate remuneration.
3.7 Remote Support level definitions
Support levels shall be managed as follows:
3.7.1 Level 1
Level 1 support is the End-Customer’s own support function. It shall be the contact for support requests from the end-users of the Systems comprised by this Agreement. Level 1 support may be managed by a third party chosen by the End-Customer. Such arrangement is subject to a separate agreement between the End-Customer and the support provider. Upon receipt of a support request, Level 1 shall register case details, propose support request severity according to the categories above, initiate the process of diagnosing the fault or refer the support request to Level 2 support.
3.7.2 Level 2
Level 2 support may be managed by the End-Customer’s own support function, the Partner or by Cyviz. Level 2 shall receive support requests from Level 1, preferably through a support case handling system. Upon receipt of a support request from Level 1, Level 2 support shall determine support request severity according to the categories below, diagnose the error in cooperation with Level 1, and propose an error correction or refer the support request to Level 3 support.
3.7.3 Level 3
Level 3 support is Cyviz’ expert support function. It receives support requests from Level 2 support through the internal Cyviz support case handling system. Level 3 support will cooperate with Cyviz’ development department, sub-suppliers and Level 1 and Level 2 support to establish the root cause of the problem and propose an error correction.
3.8 Remote Support request management
3.8.1 Support request severity categories and response times
Each support request is categorized based on its effect on the System operability, in accordance with the following levels:
| Category |
Description |
System operability |
Response time (Essential tier) |
Response time (Extended tier) |
Response time (Premium tier) |
| A |
Critical failure |
The System is not operational |
24 hours |
4 hours |
30 minutes |
| B |
Minor failure |
The System is partly operational |
24 hours |
8 hours |
4 hours |
| C |
Feature request or similar |
System operability is not affected |
N/A |
N/A |
N/A |
The Category A response times of 4 – four – hours (Extended tier) and 30 – thirty – minutes (Premium tier) apply only where the support request is raised by telephone using the number set out in section 3.10. Category A support requests raised by email shall be subject to the Category B response times.
Feature requests and similar requests will not be responded to apart from the automated response generated by the support case handling system documenting registration of the request.
3.9 Support services availability
The Remote support services availability is specified in the Purchase Agreement.
Remote Support services availability depends on the level of support agreement purchased by the End-Customer, as set out in the quote and the Purchase Agreement:
Essential: available from 09:00 to 17:00 local customer time zone, excluding weekends and national holidays.
Extended and Premium: available 24 hours a day, 7 days a week.
The response time is calculated from when Cyviz can start processing an incoming request, depending on the Remote support service availability.
3.10 Contacting the Remote Support team
All incidents shall be logged with the Cyviz Remote Support team by email or, for Category A incidents under the Extended and Premium tiers, by telephone. Logging an incident ensures the request is registered in the support case handling system and that case details are captured for diagnosing and follow-up.
For the Extended and Premium tiers, a telephone number is available for logging Category A incidents only. Category B and Category C incidents shall be logged by email. Telephone support is not available under the Essential tier. Category A incidents must be raised by telephone to benefit from the Category A response times set out in section 3.8.1.
The Cyviz Remote Support team can be contacted as follows:
Email:
support@cyviz.com (all tiers)
Telephone: +44 7585 665717 (Category A incidents only; Extended and Premium tiers only)
3.11 Additional services
The additional services described in this section 3.11 are included only to the extent set out for the relevant tier in the table in section 3.1.
3.11.1 Remote systems check
Cyviz shall carry out remote systems checks at the frequency set out for the relevant tier in section 3.1 (annually for the Extended tier and quarterly for the Premium tier). During a remote systems check, Cyviz will remotely access the System to check for error messages, update the firmware of all System components and check for unusual usage patterns, with the aim of identifying potential issues before they significantly affect the user experience. On completion of each remote systems check, Cyviz shall provide the End-Customer with a signed checklist for its records.
Remote systems checks require that the Cyviz Software Platform has been established for the System and that the End-Customer has granted Cyviz remote access, cf. sections 3.4 and 3.5.
3.11.2 Remote standby support
Under the Premium tier, Cyviz shall make a remote Cyviz engineer available on standby during the End-Customer’s business-critical events. Two events per agreement year are included, each of up to 8 – eight – hours and within local business hours.
Standby support must be booked with the End-Customer’s Cyviz Customer Success Manager no later than 2 – two – weeks before the event. Standby events must be used within the agreement period for which they are included. Unused standby events lapse at the end of the agreement period and shall not be carried over or refunded.
3.11.3 In-person user workshop
Under the Premium tier, the End-Customer is entitled to one in-person user workshop per agreement year, hosted by the End-Customer’s Cyviz Customer Success Manager. The workshop is aimed at sharing best practices and industry knowledge with the End-Customer’s team and will be tailored to the End-Customer’s use cases, including new collaboration techniques using Cyviz technology. Notwithstanding section 8, Cyviz shall bear the travel costs and per diem associated with the workshop.
4. Service Level Agreement
To the extent included in the Purchase Agreement, Cyviz undertakes to provide on-site support services under its Service Level Agreement as described below. On-site support is delivered through a number of pre-paid visits as set out in the Purchase Agreement, and is provided in two forms. The pre-paid visits include all travel costs and per diem:
| Visit type |
Description |
Response |
| Preventative Maintenance |
A scheduled on-site visit |
Scheduled 15 days out |
| Emergency visit |
An on-site visit in response to a critical incident |
Engineer on site within 72 hours |
Both the Preventative Maintenance and Emergency visit response times apply only to the pre-paid visits included in the Purchase Agreement. Once the End-Customer and/or Partner has exhausted the pre-paid visits, the End-Customer and/or Partner may top up the visits in advance in order to continue to benefit from the same response times.
Pre-paid visits, including any visits topped up in advance, must be used within the agreement period for which they are purchased. Unused pre-paid visits lapse at the end of that agreement period and shall not be carried over or refunded.
Any visits outside the scope of this Agreement, including visits requested after the pre-paid visits have been exhausted and not topped up in advance, will be arranged on a best efforts basis once a purchase order has been received.
5. Warranty
Cyviz warrants that the Software maintenance, Remote support and on-site support services described herein will be provided with reasonable care and skill and in accordance with the response times expressly stipulated.
6. Cooperation
The parties undertake to cooperate for the successful execution of this Agreement. Such cooperation shall include the Partner’s and the End-Customer’s contribution of reasonable assistance to Cyviz in the event of a possible hardware or Software failure.
The parties undertake to jointly develop and implement effective means and tools, e.g. check lists and debugging guides, to reduce the number of support requests.
7. Reporting and review
Cyviz shall, on request, provide a report of its support performance under this Agreement. The report shall include an overview of incidents during the previous period and other relevant statistics available from the support case handling system.
The parties may, every six months, carry out a review of the execution of this Agreement, based on Cyviz’ reports from the previous six months. The review may be initiated by Cyviz and arranged as a video or telephone conference.
8. Fees and Payment
To the extent set out in the Purchase Agreement, the Partner or End-Customer shall pay a maintenance and support fee as stipulated in the Purchase Agreement.
Additional assistance from Cyviz which is not included in the fee for Software maintenance, remote support and on-site support will be invoiced on a time and material basis.
Unless otherwise is specified in the Purchase Agreement, the Software maintenance and support fee, including any pre-paid on-site visits, will be invoiced for 12 – twelve – months in advance.
Additional assistance will be invoiced monthly based on Cyviz’ time sheets and material lists, using Cyviz’ at the time current hourly rates.
Additional on-site assistance, other than the pre-paid visits described in section 4, will be invoiced for a minimum of 4 – four – hours. Travel and per diem for such additional on-site assistance will be invoiced as specified in the Purchase Agreement associated with the on-site assistance.
Renewal of coverage is subject to an adjustment of the maintenance and support fee, including any pre-paid on-site visits, in accordance with the change in the Norwegian consumer price index (KPI) published by Statistics Norway (SSB). Unless the Partner or End-Customer has opted in to multi-year coverage, the adjustment shall apply annually at each renewal of coverage and shall be calculated on the basis of the twelve-month change in the consumer price index for the month in which the renewal of coverage takes place. Where the Partner or End-Customer has opted in to multi-year coverage as set out in the Purchase Agreement, the fee shall remain fixed for the multi-year coverage period and shall be adjusted at the renewal of coverage following expiry of that period, on the basis of the cumulative change in the consumer price index from the month in which the multi-year coverage period commenced to the month in which the renewal of coverage takes place.
Other prices and rates, including hourly rates, may be subject to annual adjustments to be notified in writing no later than 1 – one – month prior to the effective date of the adjustment.
9. Amendments
Cyviz may amend these Terms from time to time. The version of the Terms in force when Cyviz receives a purchase order shall apply to the agreement period covered by that purchase order. Amended Terms shall apply from the next renewal of the Agreement, provided Cyviz has notified the Partner or the End-Customer of the amendments no later than 3 – three – months before the renewal date.
Any other amendment of or deviation from these Terms requires written agreement between Cyviz and the Partner or the End-Customer.
10. Assignment
The Partner or End-Customer may not in whole or in part assign its rights and obligations under this Agreement without the prior written consent of Cyviz.
Cyviz may assign its rights and obligations under the Agreement, provided the rights and obligations are assigned jointly.
11. Confidentiality
Information exchanged between the parties in connection with the entering into and execution of this Agreement shall be kept confidential and may not be disclosed to any third party without the prior written consent of the other party.
The confidentiality obligations shall not prevent the parties from disclosing such information, provided there is demonstrably no legitimate interest in keeping it confidential, e.g. if the information has already been disclosed or made publicly accessible by a third party without breaching a confidentiality obligation.
12. Duration, renewal and termination
Unless otherwise set out in the Purchase Agreement, this Agreement shall remain in force for 1 year from the Start Date, after which it shall be automatically renewed for 1 – one – year at a time. The “Start Date” is (i) for new installations, the date on which the End-Customer signs the acceptance testing procedure (“ATP”) for the System, and (ii) for renewals, the start date set out in Cyviz’ quotation.
Either party may prevent automatic renewal without cause with 3 – three – months’ prior written notice to the other party.
Notwithstanding the automatic renewal, the Partner or End-Customer shall issue a purchase order for each renewed agreement period. The purchase order must be received by Cyviz no later than 30 – thirty – days after the end date of the current support period. Cyviz is not obliged to provide services in the renewed agreement period until the purchase order has been received.
If the purchase order is received after this time limit, the renewed coverage shall in all cases be backdated to commence on the end date of the previous support period. Late renewals are subject to a reactivation fee of up to 20 – twenty – percent of the agreement value, in addition to the maintenance/support fee for the renewed agreement period.
In the event of material breach of this Agreement, the other party shall notify the party in breach in writing and give no less than 30 days to rectify the breach. If the party in breach has not rectified within the 30 days’ limit, the other party may terminate this Agreement with immediate effect upon written notice.
Maintenance/support fees for the unused portion of an agreement period shall not be reimbursed.
Resumption of this Agreement subsequent to termination by the Partner or End-Customer without cause is subject to payment of any maintenance/support fees which would have been due had the Agreement not been terminated.
13. Breach of contract
13.1 Cyviz’ breach of contract
In the event Cyviz fails to respond in accordance with the response times, the Partner or End-Customer shall be entitled to standardized fee reductions as described below.
Failures to comply with the response times stipulated in section 3.8.1 above are logged and accumulated over a period of 6 – six – months. Each failure to comply with the response times shall be accounted for in the subsequent quarterly report, cf. section 7 above.
Each failure to comply with the response times, cf. section 3.8.1 above, shall represent a 1 – one – percent reduction of the support fee. Failures to comply with the response times are logged and accumulated over a period of 6 – six – months. The maximum reduction of the support fee for each 6 – six – months’ period shall be 10 – ten – percent.
The accrued fee reduction for a six months’ period shall be settled by a corresponding credit in the subsequent fee invoice.
To the extent permitted by applicable law, the fee reductions stipulated above shall be the only remedies available to the Partner or End-Customer for Cyviz’ breach of its obligations under this Agreement. Cyviz shall not be liable for any loss or damages – direct or consequential – incurred by the Partner or any third party including End-Customer.
The fee reductions shall not affect Cyviz’ remuneration for delivery of consumables, hardware or services not included in the service and support fee, invoiced on a time and material basis (cf. section 8 above).
13.2 The Partner’s or End-Customer breach of contract
In the event the Partner or the End-Customer fails to pay an invoice when due, late payment interest shall automatically accrue in accordance with the Norwegian Act on Interest on Overdue Payments, and Cyviz may cease to perform any of its services under this Agreement with immediate effect until the outstanding amount including interest has been paid.
Moreover, and notwithstanding the provisions of section 12, Cyviz may notify the Partner or the End-Customer that this Agreement will be terminated if the outstanding amount and interest accrued is not paid within 30 – thirty – days from the date of the notification.
14. Governing Law and Settlement of Disputes
This Agreement shall be governed by and construed in accordance with the laws of Norway.
The parties shall attempt to settle any dispute, controversy, or claim arising out of this Agreement through consultation and negotiation in good faith and in the spirit of mutual co-operation.
Any dispute, controversy or claim arising out of or in connection with the Agreement which cannot be resolved through negotiations, may be brought before the ordinary courts of law. Agreed legal venue is Stavanger City Court.
Should the parties agree to resolve a dispute by arbitration, the Norwegian Arbitration Act shall apply.
