TSL CUSTOMER SUPPORT TERMS & CONDITIONS OF SALE & SERVICE
You should read and print this service agreement for your records.
This service agreement (“Service Agreement”) applies to Support Services (defined below) and is entered into by and between the customer using the Support Services (“you” or “your”) and TSL (“we,” “us” or “our”) (you and us, each, a “Party” and, collectively, the “Parties”). This Service Agreement does not apply to any professional services (i.e. consulting, configuration) offered, sold or provided separately (e.g. subject to a TSL Support Level Agreement (‘SLA’) or specific services contract for sale and scope of works). All products and services sold by TSL are also subject to TSL’s standard terms and conditions of supply to be found here - TSL Products Sales Terms and Conditions). These support terms and conditions should always be read in conjunction with TSL’s standard terms and conditions of supply.
TSL reserves the right at any time in its sole discretion to change the Support Services and this Service Agreement. If changes increase the price or materially decrease the level of Support Services purchased, 30 days’ email notice will be provided. Your use of the Support Services after the effective date of any change constitutes your acceptance of the changed Support Services and Service Agreement.
ALL LIMITATIONS OF REMEDIES AND DISCLAIMERS OF WARRANTIES, CONDITIONS AND LIABILITY FORM AN ESSENTIAL BASIS OF THE PARTIES’ AGREEMENT.
YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL THE PROVISIONS OF THIS SERVICE AGREEMENT.
TSL Customer Support Services connects you with support agents for help with a range of TSL support-related tasks connected with TSL’s provision to you of hardware and/or software products subject to a TSL sales order. (“Support Services”).
TSL Customer Support Services can be contacted at email@example.com or on the dedicated phone numbers provided to you with any maintenance and support agreement (MSA) purchase and if the products concerned are within warranty or you have purchased MSA covering the products concerned they will respond within 2 hours during TSL’s working hours (07:00-01:00 UK time Monday-Friday – TSL’s ‘in hours’ support).
Any contact received outside of these hours is considered ‘out of hours’ support and will only be provided if you have a MSA in place which has been fully paid for and if you access the Customer Support Team by using the dedicated phone number provided to you. The response time during these times is within 4 hours.
Bespoke Service Level Agreements (SLAs) are also available for negotiation and purchase, but these will be governed by their own defined terms and conditions and are not subject to these general support terms and conditions.
1. Consent for Remotely Based or Data-Connected Services. The software used with the Support Services may connect to TSL and other service providers over a data connection (e.g. the internet or a wireless carrier). In some cases, you will not receive a separate notice when they connect. By using the Support Services, you consent to the transmission of information via the Support Services.
2. Misuse of Remotely Based or Data-Connected Services. You may not use the Support Services in any way that could harm TSL, its affiliates or any other service provider or any computer network or system or impair anyone else’s use thereof. You may not use the Support Services to try to gain unauthorized access to any service, data, account or network by any means.
3. Cooperation and Supportability. TSL’s ability to deliver the Support Services depends upon your full and timely cooperation as well as the accuracy and completeness of any information you provide. You must have an eligible device and validly licensed TSL software that meet(s) the applicable minimum requirements for supportability before TSL can provide the Support Services – this includes but is not limited to, the software having been used only for its intended purpose and no unauthorised adaptations or other changes having been made to the software since acquired from TSL. TSL reserves the right to cancel the Support Services and/or provide a refund due to problems with your device, your system requirements, or configuration, or for any other reason beyond our control that makes providing the Support Services impossible or impractical.
4. Data Backup. You understand that data can be inadvertently lost, corrupted or breached, and agree that you are wholly responsible for the backup of any and all data, software, information or other files stored on your device, including all disks and drives, or other associated devices (collectively, “Your Data”) before receiving the Support Services. You further understand and agree that TSL may need to transfer Your Data, including any confidential, proprietary and personal information stored on your device, to third party service providers in order to perform the Support Services. To the maximum extent permitted by law, TSL is not responsible or liable for any disclosure, loss or corruption of Your Data.
5. Remote Access. To provide the Support Services, TSL may be required to connect remotely to your device, which allows us to access and control your device, view your device screen, install software and change settings on your device. We may ask you to download or accept TSL or third-party software licensing terms to establish the remote connection. You are responsible for any download charges that may apply and for paying the fees charged by your data connection provider(s) (e.g. via internet, or Wi-Fi or wireless carrier). Those fees are in addition to any fees you pay us for the Support Services and we will not reimburse you for them.
We may run diagnostic tools on your device to determine whether it meets the minimum system requirements for us to perform certain Support Services, such as upgrades. You must agree to this step for us to provide those Support Services. If we are unable to establish a remote access connection to your device or complete any of the above steps, we may not be able to provide Support Services.
6. Software Installations/End User License Agreements/Authority. If the Support Service includes software installations, regardless of whether the software is provided by TSL or a third party software provider, you must have your software and software product keys available before installation. By providing TSL with information, software or applications to install or transfer on your behalf, you represent that you have the right to authorise TSL to take such action. You understand and acknowledge that TSL may need to accept End-User License Agreements (“EULAs”) on your behalf for such software installations and you agree to comply with any EULAs. If you request installation of software from a third party software provider in connection with the Support Services, we will give you the opportunity to review the corresponding EULA; you assume sole responsibility if you decide not to review it. You understand and agree that TSL does not control the terms of any third party EULAs and will not review such EULAs prior to accepting them on your behalf.
7. Support Services Renewal Cancellation. You may cancel any MSA by contacting a TSL support agent or your local RSM. When any MSA is automatically near the end of its existing term, you must cancel the subscription at least 3 days before the billing date to avoid a charge for the next period. The billing date is the anniversary of your initial purchase date. TSL reserves the right, in its sole discretion, to terminate your subscription for Support Services without notice if your payment is not made on time, you violate this Service Agreement, or we determine that the subscription was used by someone else or for support on someone else’s device. We may also terminate the Support Services or your subscription if we determine that you are ineligible to receive the Support Services.
Payment, Billing, Refund
1. Payment. The cost of any MSA must be paid annually in advance. The costs of any non on-air critical ad hoc support services must also be paid in advance and all existing invoices due to TSL must be up to date. ‘On-air critical’ support will be provided without payment on the signing and return of a Support Charges Acknowledgement (SCA). The Support Services will not be provided if payment has not been made or the SCA not signed except where a product remains under warranty.
2. Billing. MSA invoices will be issued annually unless you give notice to cancel.
3. Refund. You may cancel any MSA within 30 days after initial purchase and request a refund if we are unable to resolve your support issue. If you or TSL cancels your Support Services subscription after the initial 30-day period, we will not refund the amount you paid.
Links to Third-Party Sites
If you are presented with a link to a third-party website while receiving the Support Services (whether the link is provided by TSL or embedded in the website on which you receive the Support Services or otherwise), you acknowledge that these links are provided for your ease of reference and convenience only, that the linked sites are not under TSL’s control and TSL is not responsible for the contents of any link or linked site or any changes or updates to such sites, and provision of the linked sites does not constitute endorsement of any kind of material they contain or any association with their operators. TSL is not responsible for webcasting or any other form of transmission received from any linked site.
When you sign up for Support Services and give your email address, you consent to TSL providing you notifications about the Support Services or information the law requires us to provide to you via that address. Notices emailed to you will be deemed given and received when the email is sent.
No Warranty, Limitation of Remedies
- NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUPPORT SERVICES ARE PROVIDED “AS IS” AND TSL DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SUPPORT SERVICES, SOFTWARE, DIAGNOSTICS, OR OTHER MATERIALS OR INFORMATION WE PROVIDE. YOU BEAR THE ENTIRE RISK OF THE SUPPORT SERVICES’ QUALITY AND PERFORMANCE.
- LIMITATION OF REMEDIES. If the law provides any implied warranties despite the exclusions and limitations in this Service Agreement, your remedies are limited as determined by us, in the case of Support Services, to either:
- Re-performance of the Support Services, or
- a refund of the price you paid (if any) for the Support Services.
This is your only remedy for a breach of warranty or condition, even if the remedy fails of its essential purpose.
Unless the law mandates otherwise, we will determine the order in which these limited remedies are provided. You may have additional consumer rights under the law which this Service Agreement cannot change.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES, YOU CAN RECOVER FROM TSL AND ITS VENDORS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SUPPORT SERVICES; AND
- NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF YOUR DATA OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS SERVICE AGREEMENT, ANY SUPPORT SERVICES OR ANY OTHER MATERIALS OR INFORMATION THAT TSL PROVIDES, EVEN IF TSL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE FORESEEABLE.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION OR THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU ARE RESPONSIBLE FOR YOUR USE OF THE SUPPORT SERVICES AND ARE LIABLE FOR ANY RESULTING DAMAGE THEREFROM TO THE MAXIMUM EXTENT THE LAW PERMITS.
Contracting Party, Governing Law, and Location for Resolving Disputes
- If you are located in the United States, Canada or elsewhere in North or South America, you are contracting with TSL Products Inc, 19770 Bahama St, Northridge, CA 91324, USA. California state law governs the interpretation of this Service Agreement and claims for breach of it, regardless of conflict of laws principles. The laws of the country where you live govern all other claims, including consumer protection, unfair competition, and tort claims.
- If you are located anywhere else in the world - in Europe, the Middle East, Africa, Asia, Australasia you are contracting with TSL Professional Products Limited, Unit 1, First Avenue, Globe Park, Marlow, SL7 1YA, UK and the laws of England & Wales govern the interpretation of this Service Agreement and claims for breach of it, regardless of conflict of laws principles. The laws of the country where you live govern all other claims, including consumer protection, unfair competition, and tort claims. You and we irrevocably agree to the exclusive jurisdiction and venue of the English courts for all disputes arising out of or relating to this Service Agreement or the Support Services.
Binding Arbitration and Class Action Waiver (United States Only)
Binding Arbitration and Class Action Waiver If You are Located In the United States. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
1. Disputes Covered—Everything Except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us concerning this Service Agreement, the Support Services, your subscription or account, their price, advertising, marketing, communications, your purchase transaction, billing, or your Data, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
2. Mail a Notice of Dispute First. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by Recorded Mail or Courier to TSL Products Inc., 19770 Bahama Street, Northridge, CA 91324. Tell us your name, address, how to contact you, what the problem is, and what you want. We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
3. Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org or call 1-800-778-7879. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in Los Angeles County, California. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAA rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
4. Arbitration Fees and Payments.
a. Disputes Involving $75,000 or Less. We will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than this last written offer, we will: (i) pay the greater of the award or $1,000; (ii) pay your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
b. Disputes Involving More than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
5. Conflict with AAA Rules. This Service Agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
6. Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see paragraph 1 above) within one year from when it first could be filed. Otherwise, it’s permanently barred.
7. Rejecting Future Arbitration Changes. You may reject any change we make to the Binding Arbitration and Class Action Waiver section (except address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in paragraph 2 above. If you do, the most recent version of the section before the change you rejected will apply.
8. Severability. If any part of the Binding Arbitration and Class Action Waiver section is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, the Binding Arbitration and Class Action Waiver section will be unenforceable in its entirety.