1. Applicability and contract structure
1.1. These GTCs apply to and form an integral part of each Agreement under which TV2Z provides the Solution, Services, Software, Equipment or related deliverables to the Client.
1.2. These GTCs apply in conjunction with, where applicable:
(a) the master agreement, TVaaS Agreement, TVPaaS Agreement, PaaS Agreement, SaaS Agreement, Software Development Agreement or other main agreement;
(b) any Service Order;
(c) any Statement of Work;
(d) any Service Standards and/or SLA;
(e) the Data Processing Addendum; and
(f) any annex, annexure, amendment, addendum, schedule or written change request agreed by the Parties.
1.3. The Agreement framework consists of these GTCs as the overarching legal terms, together with the applicable Service Order for the commercial scope, the applicable Statement of Work for the technical scope and deliverables, the applicable Schedules and Annexes for service standards, integrations, rate cards and product-specific matters, and the DPA for personal data processing. If a Service Description is attached to, incorporated into, or linked from a Service Order, Statement of Work, Schedule, Annex or other Agreement document, it forms part of the Agreement and may be updated from time to time in accordance with clause 3.10.
1.4. The version of these GTCs accepted by the Client at or before conclusion of the Agreement applies to that Agreement, unless the Parties expressly agree otherwise in writing.
1.5. For website, online or electronic contracting, these GTCs shall be made available to the Client before or at conclusion of the Agreement in a manner that enables the Client to store and consult them later.
1.6. The applicability of the Client's purchasing terms or other general terms is expressly rejected.
1.7. In the event of inconsistency between Agreement documents, the following order of precedence applies, unless a document expressly states otherwise for a specific subject matter:
(a) the executed main agreement;
(b) the executed Service Order, for commercial scope, pricing, Fees, committed volumes, service commencement and invoicing triggers;
(c) the executed Statement of Work, for implementation scope, deliverables, timelines, assumptions, dependencies and acceptance;
(d) the executed Service Standards and/or SLA, for support scope, maintenance, service and support levels, response times and escalation paths;
(e) the DPA, for personal data processing and data protection matters;
(f) any executed Schedule, Annex or Annexure, for the matters specifically addressed therein; and
(g) these GTCs.
1.8. For personal data processing and data protection matters, the DPA prevails over all other Agreement documents, unless a later written document expressly states that it amends the DPA and is signed by both Parties.
1.9. If any provision of these GTCs is void, voidable or unenforceable, the remaining provisions remain in full force. The Parties shall replace the invalid provision with a valid provision that most closely reflects the commercial intent of the invalid provision.
1.10. Each Service Order and each Statement of Work forms part of the Agreement and may set out a separate commercial or technical scope. Termination, expiry or completion of one Service Order or Statement of Work does not by itself terminate any other Service Order, Statement of Work or the remainder of the Agreement, unless expressly stated otherwise in writing.
2. Definitions
In these GTCs:
Administrator User means each Client employee designated by the Client to serve as a technical administrator of the Services on the Client's behalf.
Affiliate means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
Agreement means the applicable agreement documents listed in clause 1 together.
Business Day means a day other than Saturday, Sunday or a public holiday in the Netherlands.
Client means the business customer contracting with TV2Z.
Client Content means all channels, streams, metadata, EPG data, images, logos, artwork, subtitles, schedules, programme information, files, content assets, AI-generated or AI-assisted metadata or materials, and other materials supplied, selected, uploaded, configured, generated, approved or used by or on behalf of the Client.
Client Personal Data means Personal Data processed by TV2Z on behalf of the Client in connection with the Services, as further described in the DPA.
Client Representative means a person appointed by the Client with authority necessary to act on the Client's behalf under the Agreement.
Commercial Launch means the first launch of the Client's platform, application, service or environment using the Solution that generates any revenue or is otherwise first made available to End-users in production.
Confidential Information has the meaning given in clause 13.
Documentation means the technical, user, operational or support documentation made available by TV2Z for the Services.
DPA means the TV2Z Data Processing Addendum.
End-user means any natural person using the Client's service, application, stream, platform environment or related offering.
Equipment means any hardware, devices, accessories, remotes, set-top boxes, peripherals or related physical components sold, supplied, rented, loaned or otherwise provided by TV2Z under the Agreement.
Fees means all recurring fees, one-off fees, Initial Fees, One Time Fees, Monthly Fees, Hourly Fees, usage-based fees, project fees, license fees, maintenance, service and support fees, professional service fees, support fees, pass-through costs, Equipment fees and all other amounts payable by the Client to TV2Z.
Force Majeure means any event beyond a Party's reasonable control preventing performance, including supplier failure, power failure, internet outage, telecom failure, cloud outage, labour dispute, government action, sanctions, natural disaster, epidemic, pandemic, war, riots or rights-holder restrictions.
GDPR means Regulation (EU) 2016/679.
Intellectual Property Rights means all intellectual property and similar proprietary rights, including copyrights, database rights, trade marks, trade names, domain names, design rights, patents, know-how, trade secrets and similar rights, whether registered or unregistered.
Service Description means the applicable description of the Solution, Services, Software, supported platforms, integrations, usage metrics, service limits, service boundaries, dependencies, service tiers, support scope and other product-specific or operational characteristics, as set out in the applicable Service Order, Statement of Work, Schedule, Annex, Documentation or other Agreement document.
Service Order means any written order, commercial schedule, signed quotation, order form or similar written ordering document.
Personal Data, controller, processor, processing, data subject, Personal Data Breach and sub-processor have the meanings given in the GDPR.
Service Standards means the support, maintenance, service level, escalation, response, correction, availability or operational standards applicable to the Services, whether set out in an SLA, Schedule or Annex.
Services means all software, platform services, hosting, maintenance, service and support, professional services, integrations, device-related services, streaming-related technical services, managed services and other deliverables provided by TV2Z under the Agreement.
Software means software, applications, APIs, backend services, dashboards, players, middleware, portals, TV2Z Studio (Content Management System) and related materials supplied by TV2Z.
Solution means the combined provision of the Software, Services and, where applicable, Equipment and agreed Third-Party Vendor Items, as described in the relevant Agreement documents.
Statement of Work or SOW means a document describing the technical scope, assumptions, deliverables, planning, Fees, timelines and dependencies for a project or service.
Subscriber means a registered user or customer account entitled to access the Client's service, as defined in the relevant commercial document.
Third-Party Vendor Items means any non-TV2Z hardware, software, open-source software, services, tools, APIs, SDKs, metadata services, app-store dependencies, OEM dependencies, DRM solutions, cloud services, CDN services or other third-party items used in connection with the Solution or Services.
Upstream Content Parties means any broadcaster, content provider, channel supplier, metadata provider, EPG provider, rights holder, collecting society, licensor, aggregator, distributor, signal provider, CDN provider, stream provider or other third party involved in supplying, licensing, authorising, transmitting, making available or supporting Client Content or content-related materials for the Client's service.
Usage Metrics means any agreed measurement unit used for billing or service scope, including subscribers, active users, devices, tenants, channels, environments, hours, plays or bandwidth.
Viewing Rights means the rights, permissions, licences or clearances required to make content, channels or streams legally available to End-users.
3. Orders, scope and changes
3.1. All offers, quotations and proposals issued by TV2Z are non-binding unless expressly stated otherwise in writing.
3.2. An Agreement is concluded when:
(a) the relevant Service Order, Statement of Work or other Agreement document is signed or otherwise accepted by both Parties;
(b) TV2Z starts performance at the Client's request; or
(c) the Client uses the Services, Software, Solution, Equipment or deliverables made available by TV2Z.
3.3. TV2Z shall provide only the Services, Software, Equipment or other deliverables expressly described in the applicable Agreement documents.
3.4. Unless expressly included in writing, the Services do not include custom development, migration, data conversion, end-user support, on-site work, legal or regulatory advice, procurement of Viewing Rights, retransmission rights, broadcaster approvals, bespoke analytics, custom connectors, accessibility compliance work for the Client's end-user service, or any other work not expressly included in the agreed scope.
3.5. The Service Order sets out the commercial scope and selected Services. The Statement of Work, Service Description, Schedules and Annexes set out the applicable technical scope, deliverables, integrations, milestones, assumptions, dependencies, service standards, supported platforms, usage metrics, service limits, service boundaries and other product-specific details.
3.5A. Each Service Order shall expressly state, where applicable, the relevant Service Description, the applicable Service Standards and/or SLA, and whether the DPA applies to the relevant Services. Where the nature of the Services involves personal data processing on behalf of the Client, the DPA shall apply by default whether or not expressly referenced in the relevant Service Order.
3.6. Any change to the agreed scope, assumptions, integrations, deliverables, timing, branding, supported devices, supported territories, security posture, tenant structure, support scope or operational dependencies constitutes a change request.
3.7. TV2Z is not obliged to implement a change request unless the Parties agree in writing on the changed scope, timing, Fees and any changed assumptions or Client responsibilities.
3.8. Pending written agreement on a change request, TV2Z may continue performance in accordance with the last agreed scope.
3.9. TV2Z may charge time spent assessing, scoping or estimating a material change request.
3.10. TV2Z may make reasonable updates, modifications, replacements or improvements to the Solution, Services, Software, Service Description, supported environments, integrations, workflows, technical architecture or operational model, provided that such change does not materially reduce the core contracted functionality of the affected Services. If TV2Z reasonably determines that a change will materially affect the contracted scope or materially increase the Fees for the affected Services, TV2Z shall provide reasonable prior written notice. If such notified change materially reduces the core contracted functionality of the affected Services and TV2Z does not provide a commercially reasonable workaround or alternative within a reasonable period, the Client may terminate the affected Service Order in whole or in part by written notice, without terminating the remainder of the Agreement.
3.11. Any trial, pilot, proof-of-concept, demo, test environment, pre-production environment, sandbox environment or evaluation access is provided solely for evaluation and testing purposes, unless expressly agreed otherwise in writing. TV2Z may modify, suspend or terminate such access at any time. Trial, pilot, proof-of-concept, demo, test, pre-production, sandbox or evaluation access does not create any commitment to provide production services, continued availability, specific functionality, commercial launch support, migration support, service levels, maintenance, support or future pricing, unless expressly agreed in a Service Order.
4. Performance, dependencies, handover and acceptance
4.1. TV2Z shall perform the Agreement with due care, in a professional and workmanlike manner, and in accordance with generally accepted industry standards applicable to a B2B OTT, TVaaS, PaaS and platform provider performing services similar to the Services, taking into account the agreed Service Description, Service Standards, dependencies and scope.
4.2. Unless expressly agreed otherwise in writing, all obligations of TV2Z are obligations of best efforts and not obligations to achieve a guaranteed result.
4.3. The Client shall timely provide all information, credentials, approvals, access, Client Content, metadata, APIs, streams, artwork, app-store accounts, device access, testing environments and other cooperation reasonably required by TV2Z.
4.4. The Client remains responsible for the accuracy, completeness and timeliness of all information and materials supplied by or on behalf of the Client. The Client is responsible for ensuring that its own equipment, software, networks, systems, environments and third-party services are compatible with the Services and meet the requirements communicated by TV2Z.
4.5. The Client shall appoint a Client Representative as the primary operational contact.
4.5A. Unless the Client notifies TV2Z otherwise in writing, TV2Z may rely on the Client Representative and any Administrator User for operational instructions, confirmations, approvals, access administration, user administration and service-related communications in connection with the Services.
4.6. Delays caused by the Client or by third parties engaged by or on behalf of the Client extend the relevant deadlines and may entitle TV2Z to adjust planning and, where applicable, Fees.
4.7. TV2Z is not liable for delays, defects or limitations caused by inaccurate or incomplete Client information or by third-party systems, suppliers, licensors, broadcasters, app stores, device manufacturers, connectivity providers or other third-party dependencies.
4.8. Where implementation or enablement services are part of the scope, TV2Z shall notify the Client when the agreed deliverables are ready for handover, testing, validation or operational use.
4.9. If no specific acceptance procedure is agreed, deliverables shall be deemed accepted upon the earlier of:
(a) first production use, commercial use or operational use by the Client, its customers, its End-users or any party using the Services through or on behalf of the Client;
(b) Commercial Launch; or
(c) expiry of ten Business Days after handover without a written and sufficiently substantiated rejection specifying a material non-conformity against the expressly agreed specifications.
4.10. Minor defects, cosmetic issues, feature requests, non-material deviations or issues caused by third-party dependencies do not justify withholding acceptance.
5. Fees, invoicing and payment
5.1. The Client shall pay all Fees set out in the applicable Agreement documents.
5.2. All Fees are in Euros and exclusive of VAT and other applicable taxes, duties, levies and governmental charges.
5.3. Unless expressly agreed otherwise in writing, recurring Fees are invoiceable from the agreed service start date, and one-off project or professional service Fees are invoiced in accordance with the agreed milestone or billing schedule.
5.4. If no specific billing schedule is agreed for one-off Services, TV2Z may invoice monthly in arrears based on work performed.
5.5. If the Client requires a purchase order number or other internal administrative reference, the Client shall provide it before the relevant Services commence. Failure to do so does not relieve the Client from its payment obligations.
5.6. Invoices are payable within thirty calendar days after invoice date.
5.7. The Client is not entitled to suspend payment, set off any amount or withhold payment.
5.8. If the Client fails to pay on time, the Client is in default by operation of law and owes statutory commercial interest pursuant to Article 6:119a Dutch Civil Code and all reasonable judicial and extrajudicial collection costs.
5.9. TV2Z may suspend the Services if the Client fails to pay an undisputed invoice on time, after prior written notice and expiry of a reasonable cure period, unless immediate suspension is justified by the circumstances.
5.10. Any complaint regarding an invoice must be submitted in writing within fourteen calendar days after invoice date and does not suspend the obligation to pay the undisputed part on time.
5.11. Unless expressly agreed otherwise, all Fees are non-refundable.
5.12. TV2Z may pass through documented increases in third-party licence fees, hosting, cloud, CDN, storage, encoding, infrastructure, app-store charges, regulatory charges, taxes, levies, mandatory supplier costs and cost increases arising from changes in law, sanctions regimes, service-provider conditions or security obligations.
5.13. TV2Z may adjust the applicable Service Standards, maintenance, service and support fees, rate-card items or service-tier pricing on at least ninety (90) days' prior written notice, to the extent such adjustment is based on inflation, supplier cost increases, expanded support scope, changes in the applicable Service Standards or changes in the service model. Any such adjustment shall apply only prospectively and shall not affect already invoiced amounts.
5.14. If the Client is required by law to withhold or deduct any tax from payments to TV2Z, the Client shall provide reasonable evidence of such withholding or deduction and shall cooperate with TV2Z to enable TV2Z to claim any available exemption, reduction, refund or credit. Unless expressly agreed otherwise in the applicable Service Order, the Client shall increase the payment as necessary so that TV2Z receives the full amount that would have been received if no withholding or deduction had been required.
5.15. TV2Z may require advance payment, a deposit or other reasonable payment security before commencing or continuing Services, delivering Equipment, incurring material third-party costs, or where TV2Z reasonably considers the Client's payment risk to have increased. Any deposit may be applied by TV2Z against unpaid amounts due under the Agreement. A deposit does not limit the Client's payment obligations or TV2Z's other rights and remedies.
5.16. If the Client makes a payment without clearly identifying the invoice or Service Order to which it relates, TV2Z may allocate such payment to any outstanding amount owed by the Client under the Agreement in the order determined by TV2Z.
6. Usage Metrics and audits
6.1. Where Fees depend on Usage Metrics, the Client shall provide complete and accurate usage data in the format and frequency reasonably requested by TV2Z.
6.2. TV2Z may use telemetry, monitoring tools and platform data to determine usage for billing, service management, compliance and fraud prevention.
6.3. If telemetry is unavailable or incomplete, TV2Z may invoice based on the Client's reports or, if those are unavailable or unreliable, on a reasonable estimate, subject to later true-up.
6.4. The Client shall keep accurate records relevant to usage-based billing for at least three years.
6.5. Upon reasonable prior notice, TV2Z may, no more than once per year unless there is reasonable cause to do otherwise, audit the relevant records of the Client to verify compliance with Usage Metrics, subscriber counts, territorial limits and other commercial restrictions.
6.6. If an audit reveals underreporting of more than five percent, the Client shall pay the shortfall, applicable interest and the reasonable audit costs.
6.7. In the absence of fraud or manifest error, TV2Z's platform records, telemetry, logs, monitoring data and billing records shall constitute reasonable evidence of usage, Service performance, events, support activity and amounts due under the Agreement.
7. Term, renewal and termination
7.1. Unless the applicable Service Order or Statement of Work states otherwise, recurring Services are entered into for an initial term of twelve months.
7.2. After expiry of the initial term, the relevant recurring Services renew automatically for successive periods of twelve months, unless either Party gives written notice of non-renewal at least three months before the end of the then-current term.
7.3. Either Party may terminate the Agreement in whole or in part with immediate effect by written notice if the other Party:
(a) becomes insolvent, bankrupt, subject to suspension of payments, liquidation or analogous proceedings;
(b) commits a material breach that is incapable of remedy; or
(c) commits a material breach that is capable of remedy and fails to remedy it within thirty (30) calendar days after written notice specifying the breach and requiring remedy.
7.4. TV2Z may suspend or restrict the Services with immediate effect if reasonably required for security, compliance, export control, sanctions, rights-holder action, app-store action, misuse, missing content rights or lawful operation of the Services.
7.4A. The suspension rights set out in this clause apply to all Services under the Agreement, unless explicitly restricted in the main Agreement.
7.4B. During any suspension caused by the Client, its End-users, customers, resellers, Administrator Users, downstream service chain, non-payment, misuse, missing rights, security risk or breach of the Agreement, the Client remains responsible for all Fees that continue to accrue during the suspension period.
7.5. Unless expressly agreed otherwise, the Client has no right to terminate a fixed-term Agreement for convenience before the end of the agreed term.
7.5A. Where the main Agreement does not explicitly grant a right of termination for convenience, no such right shall be implied.
7.6. Upon termination or expiry:
(a) all rights granted to the Client immediately end;
(b) the Client shall stop using the Services, Software and Solution;
(c) all Fees accrued, invoiced, payable or committed under the applicable Service Order up to the effective date of termination become immediately due and payable, without prejudice to TV2Z's right to claim remaining fixed-term Fees, early termination charges, committed minimum Fees, committed usage volumes, third-party costs, Equipment charges or other amounts that remain payable under the Agreement or applicable Service Order, except where termination is caused by TV2Z's uncured material breach;
(d) each Party shall return or destroy the other Party's Confidential Information upon request, subject to legal retention obligations; and
(e) Client data shall be handled in accordance with the DPA and clause 7.7.
In the event of the Client's insolvency, bankruptcy, suspension of payments or analogous proceedings, TV2Z shall have no obligation to continue the Services, provide transition assistance, release deliverables or maintain access to the Services except to the extent required by mandatory law. Any export of Client data or other assistance requested in connection with such situation shall remain subject to payment of any lawfully chargeable Fees, unless mandatory law provides otherwise.
7.7. Upon termination or expiry, the Client may request export of Client data for a period of thirty calendar days after the effective end date, in a format reasonably determined by TV2Z and ordinarily used for the relevant Service. After that period, TV2Z may delete Client data, except to the extent retention is required by law, required under the DPA, or technically retained in routine backup systems for a limited period in the ordinary course. Unless expressly agreed otherwise, TV2Z shall delete Client data no later than sixty calendar days after the end of the export period.
7.8. Upon request, TV2Z may provide reasonable transition assistance, subject to payment of the applicable Fees or, if no such Fees are agreed, TV2Z's then-current professional services rate card. TV2Z is not obliged to provide transition assistance free of charge, and the scope, timing and format of such assistance shall be reasonably determined by TV2Z taking into account the affected Services and the Client's request.
8. Content, channels, metadata and rights
8.1. TV2Z provides the Services solely as a technical software, platform, integration, processing, hosting, management, support and delivery provider. TV2Z does not act as content owner, broadcaster, editor, publisher, producer, content packager, collecting society licensee, rights clearing house or provider of Viewing Rights.
8.2. All channels, streams, metadata, EPG data, logos, artwork, subtitles, catch-up assets, programme information and other content-related materials used in connection with the Services are supplied, selected, procured, licensed, controlled or made available by or on behalf of the Client, including through the Client's Upstream Content Parties.
8.3. The Client is solely responsible for ensuring that all rights, licences, permissions, approvals, waivers and clearances required for the Client's intended service proposition are obtained and maintained.
8.4. Unless expressly agreed otherwise in writing, TV2Z does not provide, procure, clear, verify or guarantee any Viewing Rights, retransmission rights, broadcasting rights, public performance rights, communication-to-the-public rights, collecting society rights, broadcaster approvals, metadata rights, logo rights or other content-related rights or approvals.
8.5. TV2Z has no duty to investigate, monitor or independently verify whether the Client or any Upstream Content Party holds the required rights, licences or approvals, unless TV2Z has expressly undertaken such verification in writing as a separate paid service.
8.6. Where TV2Z technically enables, processes, routes, integrates or makes available content-related materials received from the Client or the Client's Upstream Content Parties, TV2Z does so on an "as received" and "as made available" basis. TV2Z is not responsible for the availability, continuity, composition, legality, accuracy, completeness, territorial scope or licensing status of such content-related materials.
8.7. If TV2Z reasonably believes that required rights, approvals or permissions are missing, disputed, expired, territorially restricted or otherwise insufficient, or if TV2Z receives a complaint, demand, instruction or notice from a rights holder, collecting society, regulator, platform operator, broadcaster, Upstream Content Party or competent authority, TV2Z may suspend, block, restrict, geoblock, disable or remove the affected channels, content, metadata, territories, features or Services without liability.
8.8. Upon TV2Z's written request, the Client shall promptly provide documentary evidence reasonably sufficient to demonstrate the existence and scope of the rights, licences and approvals relevant to the affected content-related materials.
8.9. The Client shall indemnify and hold harmless TV2Z, its affiliates, directors, officers, employees and subcontractors against third-party claims, fines, penalties, costs, damages and losses arising from or relating to content-related materials supplied or used by or on behalf of the Client, missing or insufficient rights in the Client's service chain, or the Client's unlawful use of the Services, in each case to the extent legally recoverable.
8.10. The Client shall not, and shall ensure that its End-users, customers, resellers, Administrator Users and downstream service chain do not, circumvent or attempt to circumvent any territorial restriction, geo-blocking, access control, entitlement mechanism, DRM, tokenisation, subscriber limitation, device limitation, concurrent stream limitation or other technical protection measure used in connection with the Services, content, channels, streams, Software, Solution or Third-Party Vendor Items.
8.11. Where the Client uses or enables use of the Services in hotels, holiday parks, vessels, compounds, offices, healthcare facilities, retail locations, public areas, commercial premises, hospitality environments or other non-private environments, the Client is solely responsible for ensuring that all required public performance rights, retransmission rights, communication-to-the-public rights, hospitality rights, commercial-use rights, collective management organisation clearances and other applicable permissions are obtained and maintained.
8.12. The Client is responsible for defining, implementing and enforcing any end-user restrictions applicable to its own service, including household use, private use, commercial use, public performance, concurrent streams, device limits, territorial access, account sharing, minimum age, age verification, parental controls, package entitlements and usage restrictions. TV2Z is not responsible for the Client's end-user terms or for enforcement of such restrictions, except to the extent expressly agreed as part of the Services.
8.13. The Client is solely responsible for classification, age ratings, parental control settings, watershed rules, harmful-content restrictions, content warnings, age verification where required, and compliance with laws and regulations relating to minors, media content, audiovisual media services and advertising applicable to the Client's service.
8.14. Where the Services include or enable catch-up, replay, start-over, time-shift, recording, network PVR, cloud storage or similar functionality, the Client is solely responsible for ensuring that such functionality is permitted under the applicable content rights, broadcaster agreements, collecting society arrangements, platform terms and end-user terms. TV2Z may suspend, restrict, disable, geoblock or remove such functionality for specific channels, territories, users, devices or content where required by rights limitations, technical restrictions, third-party instructions, complaints, claims or applicable law.
8.15. The Client shall not, and shall ensure that its End-users, customers, resellers and downstream service chain do not, copy, download, extract, retransmit, redistribute, restream, resell, publicly perform, make available or otherwise exploit any content, channel, stream, recording, replay asset, EPG data, metadata, logo, artwork or other content-related material outside the scope of the rights, licences and technical permissions applicable to the Client's service.
9. Intellectual property and licence
9.1. All Intellectual Property Rights in and to the Services, Software, Solution, platform, APIs, Documentation, workflows, templates, developments, fixes, updates, upgrades, designs, interfaces, technical materials and other deliverables created or provided by TV2Z remain vested exclusively in TV2Z or its licensors.
9.2. The Client receives only the limited use rights expressly granted in the Agreement.
9.3. Unless expressly agreed otherwise in writing, the Client receives a non-exclusive, non-transferable, non-sublicensable right during the term, subject to compliance with the Agreement, to use the Services and Software for its own internal business and for the provision of its own services to authorised End-users within the agreed scope.
9.4. Any downstream use, resale, sublicensing, partner deployment, white-label deployment or multi-tenant use is permitted only to the extent expressly agreed in writing. The Client remains fully responsible towards TV2Z for all acts and omissions in its downstream service chain.
9.5. The Client shall not, and shall not permit any third party to:
(a) copy, reproduce or republish the Software or Services except as permitted by law and necessary for agreed use;
(b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, except where mandatory law expressly permits this;
(c) create derivative works of the Software or platform;
(d) remove proprietary notices;
(e) make the Software or Services available as a bureau, platform or service to third parties other than within the agreed downstream model; or
(f) use the Services, Software, Documentation, APIs, Confidential Information or platform output to develop or commercialise a competing platform or service.
9.6. Client Content and other Client materials remain owned by the Client or its licensors. The Client grants TV2Z a non-exclusive licence to use such materials solely to perform the Agreement.
9.7. TV2Z may use feedback, suggestions, enhancement requests and similar input from the Client without restriction and without compensation, provided that TV2Z does not disclose the Client's Confidential Information in breach of the Agreement.
9.8. The Client shall not, and shall ensure that its End-users, customers, resellers, Administrator Users and downstream service chain do not, use the Services to upload malware or unlawful content, interfere with the integrity or security of the Services, circumvent technical restrictions, perform unauthorised vulnerability scans or penetration tests, overload or disrupt the Services, misuse APIs or credentials, or use the Services in violation of applicable law, third-party rights or platform terms. TV2Z may take proportionate protective measures, including blocking access, rotating credentials, limiting integrations or suspending affected features, where reasonably required for security, compliance or operational integrity.
9.9. The use of TV2Z's website content, Documentation, technical materials, product materials, commercial materials, images, videos, text, designs, data, metadata, source materials, Software output, platform output or other protected materials for scraping, crawling, indexing, extraction, dataset creation, model training, machine learning training, artificial intelligence training or similar automated processing is not permitted without TV2Z's prior written consent, except to the extent such restriction is not permitted under mandatory law.
10. Third-Party Vendor Items, maintenance, service and support, and hosting
10.1. The Services may include, depend on, interoperate with or be delivered by means of Third-Party Vendor Items.
10.2. The availability, functionality, compatibility, performance, supportability and continuity of Third-Party Vendor Items may be subject to the terms, policies, technical limitations, release cycles, deprecations and licensing conditions of the relevant third party.
10.3. TV2Z does not warrant uninterrupted availability, compatibility or continued support of Third-Party Vendor Items, nor that any specific device, operating system version, browser version, storefront, smart TV ecosystem, OEM environment, DRM mechanism, certification status or third-party integration will remain supported unless expressly agreed in writing.
10.4. If a third-party supplier discontinues, restricts, changes, deprecates, rejects, suspends or increases the cost of a relevant Third-Party Vendor Item, TV2Z may replace, modify, suspend, discontinue or technically adapt the affected feature or pass through the increased cost, provided TV2Z acts reasonably.
10.5. Maintenance, service and support are included only if expressly agreed in writing.
10.6. Maintenance, service and support, if applicable, are provided in accordance with the applicable Service Standards and/or SLA set out in the relevant Agreement documents, including any agreed support hours, designated contacts, support cases, escalation levels, first response times, correction targets, business hours, support channels, service tiers and applicable additional support or upgrade fees.
10.7. Unless otherwise agreed, the Client remains responsible for first-line support towards its customers and End-users, and TV2Z provides second-line and further technical support only to the Client.
10.8. The Services are hosted, managed, operated, secured, maintained and updated by or on behalf of TV2Z within TV2Z's designated technical environment, unless expressly agreed otherwise in writing.
10.9. The Client is not entitled to self-host, copy, mirror, extract, deploy or otherwise operate the underlying platform, Software or core service components independently, unless expressly agreed otherwise in writing.
10.10. TV2Z may temporarily interrupt, limit or suspend access to the Services for planned maintenance, updates, upgrades, security work, emergency fixes, infrastructure changes or other operational reasons. Where reasonably practicable, TV2Z shall provide prior notice of planned maintenance. TV2Z is not liable for interruptions caused by maintenance, emergency measures, third-party dependencies or circumstances outside TV2Z's reasonable control, except to the extent expressly provided in an applicable SLA.
10.11. Where the Services include access to APIs, the Client shall use such APIs only in accordance with the Agreement, the Documentation and any technical limits or security instructions communicated by TV2Z. The Client is responsible for its own systems, integrations, API credentials and third-party products or services that access or use the APIs. TV2Z is not liable for loss, damage or service issues caused by the Client's API use outside the agreed scope, by compromised credentials, or by third-party systems connected by or on behalf of the Client.
10.12. TV2Z may charge the Client at the applicable Fees or, if no such Fees are agreed, TV2Z's then-current professional services rate card for investigation, support or remediation work relating to issues caused by the Client's systems, networks, equipment, content, credentials, integrations, third-party services, unsupported environments or use outside the agreed scope.
10.13. Continuous availability of the Services is not guaranteed, unless expressly agreed in an applicable SLA. The Client acknowledges that interruptions, delays, degradations or limitations may occur due to maintenance, updates, upgrades, emergency fixes, internet connectivity, cloud infrastructure, CDN providers, app stores, device manufacturers, OEM environments, DRM providers, third-party integrations, broadcaster feeds, rights-holder restrictions, force majeure or other circumstances outside TV2Z's reasonable control.
10.14. The Client is not entitled to continued support for any specific device, operating system version, firmware version, browser, app store, smart TV ecosystem, set-top box model, DRM environment, certification status, OEM environment or third-party platform, unless expressly agreed in the applicable Service Order, Service Description or SLA. TV2Z may discontinue, limit or modify support where continued support is no longer commercially, technically, legally or operationally reasonable.
10.15. Where the Services, Software or applications are distributed through, installed via, certified by, approved by or dependent on a third-party app store, marketplace, OEM portal, device management platform, certification programme or operator environment, including Google Play, Apple App Store, Samsung, LG, Philips, Amazon, Android TV or other smart TV, set-top box or device ecosystems, the applicable third-party terms, policies, review procedures and technical requirements apply. TV2Z is not liable for rejection, delay, removal, suspension, changed requirements, loss of certification, changed app-store policies or continued availability of any application, certification, approval or distribution channel caused by such third party, unless caused by TV2Z's attributable breach of the Agreement.
10.16. Where the Services include paywall, subscription, payment, billing, entitlement or transaction functionality, TV2Z provides such functionality as a technical service only, unless expressly agreed otherwise in writing. The Client remains responsible for its pricing, consumer terms, order process, refunds, cancellations, taxes, chargebacks, payment disputes, customer communication and compliance with applicable consumer, e-commerce, tax and payment laws. Third-party payment service providers, app-store payment systems, billing platforms and payment processors are Third-Party Vendor Items and are subject to their own terms and conditions.
11. Equipment
11.1. If TV2Z sells, rents, loans or otherwise supplies Equipment, the specific commercial and logistics arrangements shall be set out in the applicable Agreement documents.
11.2. Unless expressly agreed otherwise, delivery terms are Ex Works (Incoterms 2020) from TV2Z's or its supplier's location.
11.3. If Equipment is sold by TV2Z, title passes only after full payment of the relevant invoice. Risk of loss, theft or damage passes upon delivery in accordance with the agreed delivery terms.
11.4. If Equipment is provided on a rental, loan, managed device or other non-transfer basis, title remains with TV2Z or its supplier at all times.
11.5. The Client shall use Equipment only for the agreed purpose, keep it in good condition, not tamper with it or modify it without prior written consent, and return it when required under the Agreement.
11.6. Unless expressly agreed otherwise, the Client is responsible for installation conditions, internal cabling, LAN/Wi-Fi conditions, internet access, local permits and all damage caused by misuse, third-party interference, improper installation, power issues, network issues or unauthorised modifications.
11.7. Any Equipment warranty, if any, is limited to a twelve-month return-to-base warranty against material manufacturing defects, unless a different warranty period is expressly agreed in writing.
11.8. TV2Z may elect, at its option, to repair, replace or credit defective Equipment.
12. Data protection, telemetry, AI and regulatory allocation
12.1. To the extent TV2Z processes Personal Data on behalf of the Client in connection with the Services, the DPA forms an integral part of the Agreement.
12.2. For Personal Data relating to the Client's End-users, Subscribers, customer environment, devices, usage, telemetry, logs, diagnostics, support requests and service operation, the Client acts as controller and TV2Z acts as processor, to the extent TV2Z processes such Personal Data on behalf of the Client and on the Client's documented instructions.
12.3. Each Party acts as an independent controller for Personal Data relating to its own employees, representatives, contact persons, contractors and ordinary business administration.
12.4. The Client is responsible for having a valid legal basis for the relevant processing, providing all required privacy notices and transparency information to End-users, obtaining all required consents where applicable, and handling data subject requests in the first instance.
12.5. TV2Z may process technical, operational and device-related data to the extent necessary for service delivery, support, maintenance, diagnostics, troubleshooting, security, fraud prevention for the Client's service environment, capacity management, usage metering, billing support, compliance with the Agreement and compliance with legal obligations applicable to TV2Z in its role as processor or technical service provider.
12.6. Nothing in the Agreement limits mandatory rights or obligations under the GDPR, the EU Data Act or other applicable law.
12.7. TV2Z may use aggregated or anonymised technical, operational and statistical data for service management, security, capacity planning, analytics, benchmarking and product improvement, provided such data does not identify the Client, End-users or any individual and does not disclose Client Confidential Information.
12.8. TV2Z may use artificial intelligence, machine learning or automated decision-support tools in connection with the Services, support, security, diagnostics, moderation assistance, analytics, metadata enrichment or product improvement. Unless expressly agreed otherwise in writing, the Client remains responsible for the lawful deployment and use of the Client's end-user service, including any end-user-facing transparency, instructions, notices, labelling, disclosure or other compliance obligations applicable to the Client under the EU AI Act or other applicable law. TV2Z shall not use Client Confidential Information or Client Personal Data to train general-purpose models for its own independent purposes unless expressly agreed in writing or unless such data has been irreversibly anonymised. Each Party shall, to the extent applicable to its role under the EU AI Act, take appropriate measures to ensure a sufficient level of AI literacy of its staff and other persons dealing with AI systems on its behalf.
12.9. Unless expressly agreed otherwise, the Client is responsible for consumer-facing, media regulatory, accessibility, advertising, e-commerce, DSA, end-user terms, content moderation and customer communication obligations relating to the Client's service. TV2Z acts solely as a technical software, platform, hosting, processing and intermediary service provider, does not exercise editorial control over Client Content and has no general obligation to monitor information transmitted or stored through the Services, except to the extent required by applicable law. Where the Services include or enable interaction with AI systems or the generation or modification of synthetic content, the Client is responsible for implementing any user-facing disclosure, labelling or transparency measures required for the Client's service, unless expressly agreed otherwise in writing.
13. Confidentiality
13.1. Each Party shall keep confidential all Confidential Information received from the other Party and shall use such information only for the performance of the Agreement.
13.2. Confidential Information includes all non-public technical, commercial, financial, legal, operational and product information and any information that is marked as confidential or should reasonably be understood to be confidential given its nature or the circumstances of disclosure.
13.3. The confidentiality obligations do not apply to information that the receiving Party can demonstrate was already lawfully known to it, becomes public without breach, is lawfully received from a third party without confidentiality obligation, or is independently developed without use of the disclosing Party's Confidential Information.
13.4. A Party may disclose Confidential Information to its employees, advisers, auditors, subcontractors, financiers and prospective investors or acquirers on a need-to-know basis, provided they are bound by confidentiality obligations.
13.5. The obligations in this clause remain in force for five years after termination of the Agreement, and for trade secrets for as long as they remain trade secrets.
14. Warranties, indemnities and liability
14.1. TV2Z warrants that it has the right to enter into the Agreement and to grant the limited use rights expressly granted therein.
14.2. TV2Z warrants that it shall perform the agreed Services with reasonable care and skill.
14.3. Except as expressly stated in the Agreement, the Services, Software, Solution and deliverables are provided "as is" and "as available." TV2Z does not warrant that the Services are error-free, uninterrupted, suitable for the Client's specific business purpose, or that all defects can or will be corrected.
14.4. Any beta, preview, pilot, test, early-access or similar pre-release feature made available by TV2Z is provided on an "as is" and "as available" basis for evaluation purposes only, may be changed, suspended or withdrawn at any time, is excluded from any SLA unless expressly agreed otherwise in writing, and is excluded from any warranty to the fullest extent permitted by law.
14.5. TV2Z shall defend the Client against a third-party claim alleging that the Services or Software supplied by TV2Z and used by the Client in accordance with the Agreement directly infringe a third-party Intellectual Property Right in the territory expressly agreed in the applicable Service Order, and shall pay final damages awarded by a competent court or agreed in settlement, provided that the Client promptly notifies TV2Z, provides reasonable cooperation, and allows TV2Z sole control over the defence and settlement. If no territory is expressly agreed, this clause applies only in the Netherlands.
14.6. This indemnity does not apply to claims arising from Client Content, use outside the agreed scope, modifications not made by TV2Z, combinations with third-party items not supplied or approved by TV2Z, failure to implement updates or workarounds made available by TV2Z, open-source or third-party items licensed under their own terms, or Client instructions, specifications or integrations.
14.7. If such a claim occurs or is likely to occur, TV2Z may, at its option, procure the right for the Client to continue using the affected item, modify it so it becomes non-infringing, replace it with a materially equivalent non-infringing alternative, or terminate the affected part of the Agreement and refund any prepaid Fees relating strictly to the terminated future period.
14.8. The Client shall indemnify and hold harmless TV2Z, its affiliates, directors, officers, employees and subcontractors against third-party claims, losses, damages, fines, penalties, costs and expenses arising from Client Content, missing or insufficient Viewing Rights, unlawful use of the Services by or through the Client, breach by the Client of applicable laws relating to its service, or the Client's instructions, integrations or third-party environment, in each case to the extent legally recoverable.
14.9. The limitation of liability provisions in these GTC apply to all Services provided under the Agreement, unless explicitly deviated from in the main Agreement.
14.10. TV2Z is liable only for direct damages caused by an attributable breach of the Agreement.
14.11. TV2Z's total aggregate liability under or in connection with the Agreement is limited per contract year to one hundred percent of the Fees paid and payable by the Client to TV2Z under the affected Service Order or Statement of Work during the twelve months immediately preceding the first event giving rise to liability, unless the applicable Service Order expressly provides a different cap.
14.12. If the first event giving rise to liability occurs during the first twelve months of the affected Service Order or Statement of Work, the cap shall be calculated by reference to the Fees paid and payable for the first twelve months.
14.13. A series of related events shall be treated as one event occurring on the date of the first event.
14.14. TV2Z shall not be liable for indirect or consequential damage, including loss of profits, loss of revenue, loss of business, loss of goodwill, missed savings, loss or corruption of data, claims of customers or End-users of the Client, business interruption, reputational damage or loss due to app-store rejections, broadcaster action, rights-holder action or third-party outages.
14.15. TV2Z is not liable for administrative fines, penalties or sanctions imposed on the Client, except to the extent such liability cannot be excluded under mandatory law or is expressly assumed by TV2Z in the DPA or applicable Service Order.
14.16. Nothing in the Agreement excludes or limits liability for intent or deliberate recklessness of TV2Z's management, or to the extent limitation is not permitted under mandatory law, including liability for death or personal injury where such liability cannot lawfully be excluded or limited.
14.17. Any claim against TV2Z expires unless the Client notifies TV2Z in writing, with sufficient detail, within twelve months after the Client became aware or reasonably should have become aware of the event giving rise to the claim, and in any event twenty-four months after the event occurred.
15. Force majeure, export control and sanctions
15.1. Neither Party is obliged to fulfil any obligation if and to the extent fulfilment is prevented by Force Majeure.
15.2. If a Force Majeure situation lasts more than ninety calendar days, either Party may terminate the affected part of the Agreement by written notice. Fees for Services already performed remain due.
15.3. Force Majeure does not relieve the Client from payment obligations for Services already performed, Fees already accrued or amounts already due.
15.4. Each Party shall comply with applicable export control, sanctions, anti-bribery and anti-corruption laws.
15.5. The Client shall not use, export, re-export, transfer or make available the Services, Software, technology or related items in violation of applicable export controls or sanctions.
15.6. TV2Z may suspend or refuse performance if it reasonably believes that continued performance would violate applicable export control or sanctions laws.
16. Miscellaneous
16.1. Notices under the Agreement must be in writing and sent to the addresses or email addresses stated in the relevant Agreement documents, or to such other address or email address as a Party may notify in writing. Notices may be sent by email, unless the applicable Agreement document expressly requires registered mail or another formal method for a specific notice. A notice sent by email is deemed received on the next Business Day after sending, unless the sender receives an automatic delivery failure notification.
16.1A. TV2Z may update these GTCs from time to time. Updated versions apply only to future Agreements, Service Orders, Statements of Work, renewals or online acceptances, unless the Client expressly accepts the updated version for an existing Agreement or the existing Agreement otherwise permits such update. For existing Agreements, the version accepted by the Client at or before conclusion of the relevant Agreement remains applicable in accordance with clause 1.4, unless expressly agreed otherwise in writing.
16.2. These GTCs and all Agreements between TV2Z and the Client are governed exclusively by Dutch law. The Vienna Sales Convention does not apply. Any dispute arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
16.3. The Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior drafts, discussions, proposals and understandings relating to that subject matter. Except as expressly stated in the Agreement, neither Party relies on any statement or representation not set out in the Agreement.
16.4. Any amendment or waiver is valid only if made in writing and signed by both Parties. A failure or delay to exercise any right does not constitute a waiver.
16.5. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties.
16.6. The Client may not assign, transfer, novate or encumber the Agreement or any rights thereunder without TV2Z's prior written consent. TV2Z may assign the Agreement or any receivables thereunder to an Affiliate, successor, financing party or purchaser of all or substantially all of the relevant business, provided the Client's rights are not materially reduced.
16.7. If the Agreement or these GTCs are made available in more than one language, the English version prevails unless expressly agreed otherwise in writing. The Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
16.8. Unless the Client objects in writing, TV2Z may refer to the Client's name and logo in client lists, proposals, pitch materials, website references and general marketing materials as a reference customer. TV2Z shall not disclose Confidential Information or non-public commercial details without the Client's prior consent. Case studies, testimonials, press releases or detailed public references require the Client's prior approval, not to be unreasonably withheld or delayed. The Client may revoke the permission in this clause by written notice, after which TV2Z shall cease new uses within a reasonable period.
16.9. Clauses that by their nature are intended to survive termination or expiry of the Agreement shall survive, including clauses relating to payment, confidentiality, intellectual property, content rights, data protection, liability, indemnities, audit rights, governing law and jurisdiction.