Terms of Service
Effective: 31 March 2026
These General Terms and Conditions ("Terms") apply to all offers, agreements, and services provided by TV2Z B.V. to its clients. By entering into an agreement with TV2Z or using our platform and services, you agree to be bound by these Terms.
Article 1 - Definitions
In these General Terms and Conditions, the following terms shall have the meanings set out below: "TV2Z" means TV2Z B.V., a private limited liability company (besloten vennootschap) registered in the Netherlands under Chamber of Commerce (KvK) number 67135854, with its registered office at Zekeringstraat 23A, 1014 BM, Amsterdam, The Netherlands. "Client" means the natural or legal person who enters into an Agreement with TV2Z for the provision of Services. "Agreement" means any contract between TV2Z and the Client for the delivery of Services, including all annexes, addenda, and service level agreements. "Services" means all services provided by TV2Z to the Client, including but not limited to TVaaS (TV as a Service), OTT platform services, streaming infrastructure, content management, encoding, transcoding, analytics, and related professional services. "Platform" means TV2Z's proprietary software platform, including all applications, APIs, tools, and infrastructure used to deliver the Services. "Content" means all audiovisual materials, metadata, programme guides, and other media provided by or on behalf of the Client for distribution through the Platform. "Confidential Information" means all non-public information disclosed by either party, whether in writing, orally, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential.
Article 2 - Applicability
2.1. These General Terms and Conditions apply to all offers, proposals, agreements, and services provided by TV2Z to the Client, unless expressly agreed otherwise in writing. 2.2. The applicability of any general terms and conditions of the Client is expressly rejected. 2.3. Deviations from these Terms shall only be valid if expressly agreed in writing and shall apply solely to the specific Agreement for which they were made. 2.4. TV2Z reserves the right to amend these Terms. Amendments shall be communicated to the Client in writing or by email at least thirty (30) days before taking effect. If the Client does not agree with the amendments, the Client may terminate the Agreement before the effective date of the changes.
Article 3 - Agreement Conclusion
3.1. All offers and proposals made by TV2Z are non-binding unless explicitly stated otherwise. 3.2. An Agreement is concluded upon written acceptance by the Client of a proposal or quotation issued by TV2Z, or when TV2Z commences the provision of Services at the Client's request. 3.3. If TV2Z commences the provision of Services without a written proposal being signed by the Client, the Client shall be deemed to have agreed to the applicable terms and pricing as communicated by TV2Z. 3.4. Any amendments or additions to an existing Agreement shall only be valid if agreed upon in writing by both parties.
Article 4 - Service Description
4.1. TV2Z provides enterprise media solutions delivered as a service (SaaS), including but not limited to: (a) TVaaS (TV as a Service): fully managed, white-label TV services for ISPs and operators, including channel management, electronic programme guide (EPG), catch-up TV, and multi-screen delivery. (b) OTT Platform: over-the-top streaming solutions for enterprise clients and niche operators, including content delivery, subscriber management, multi-device applications, and monetisation tools. (c) Professional Services: implementation, customisation, integration, training, and ongoing support related to the Platform. 4.2. The specific scope of Services shall be set out in the applicable Agreement, proposal, or service order. 4.3. TV2Z shall perform the Services with reasonable care and skill in accordance with industry standards and the applicable Agreement.
Article 5 - Delivery and Performance
5.1. Delivery dates and timelines communicated by TV2Z are indicative and shall not be considered firm deadlines unless expressly agreed in writing as such. 5.2. TV2Z shall make commercially reasonable efforts to deliver the Services within the communicated timelines. Delays caused by circumstances beyond TV2Z's reasonable control or by the Client's failure to fulfil its cooperation obligations shall not constitute a breach. 5.3. The Client shall provide TV2Z with all information, materials, access, and cooperation reasonably required for the performance of the Services in a timely manner. Failure to do so may result in delays for which TV2Z shall not be liable. 5.4. TV2Z may engage third parties (sub-contractors) for the performance of the Services, provided that TV2Z shall remain responsible for the quality of the Services delivered.
Article 6 - Acceptance
6.1. Upon delivery or completion of Services (or any identifiable phase thereof), the Client shall have fourteen (14) calendar days to conduct acceptance testing and notify TV2Z in writing of any defects or non-conformities. 6.2. If the Client does not reject the deliverables within the acceptance period, or if the Client commences productive use of the deliverables, acceptance shall be deemed to have occurred. 6.3. The Client may not withhold acceptance on the basis of minor defects that do not materially affect the use of the deliverables, or on subjective aesthetic grounds. 6.4. Defects reported during the acceptance period shall be remedied by TV2Z within a reasonable timeframe. The remediation of reported defects shall not extend the original acceptance period for the remainder of the deliverables.
Article 7 - Pricing and Payment
7.1. All prices quoted by TV2Z are exclusive of value added tax (VAT) and other applicable levies, unless stated otherwise. 7.2. TV2Z shall invoice the Client in accordance with the payment schedule set out in the Agreement. In the absence of a specific schedule, TV2Z may invoice in advance of commencing work. 7.3. Payment is due within thirty (30) days of the invoice date, unless otherwise agreed in writing. 7.4. In the event of late payment, the Client shall owe statutory commercial interest at a rate of eight percent (8%) per annum on the outstanding amount, calculated from the due date until the date of full payment, without prior notice of default being required. 7.5. All reasonable costs incurred by TV2Z in collecting overdue payments, including legal fees and collection agency costs, shall be borne by the Client. 7.6. TV2Z may adjust its prices annually. Price adjustments exceeding five percent (5%) shall be communicated at least sixty (60) days in advance, and the Client may terminate the Agreement if it does not agree with such adjustment, effective on the date the adjustment takes effect.
Article 8 - Usage Restrictions
8.1. The Client shall use the Platform and Services solely for lawful purposes and in accordance with the Agreement. 8.2. The Client shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent permitted by applicable law; (b) sublicense, resell, or make the Platform available to third parties without TV2Z's prior written consent; (c) use the Services for any illegal purpose, to distribute content that infringes upon intellectual property rights, or to transmit malicious software; (d) use the Platform in a manner that materially exceeds the agreed usage parameters or that degrades the performance of the Platform for other users; (e) remove, alter, or obscure any proprietary notices, labels, or marks on the Platform. 8.3. TV2Z reserves the right to suspend access to the Platform immediately upon discovering a breach of this Article, without prejudice to its other rights and remedies.
Article 9 - Intellectual Property
9.1. All intellectual property rights in the Platform, including all software, documentation, designs, algorithms, and related materials, are and shall remain the exclusive property of TV2Z (or its licensors). 9.2. The Client is granted a non-exclusive, non-transferable, revocable licence to use the Platform for the duration of the Agreement, solely for the purposes described in the Agreement. 9.3. The Client retains all intellectual property rights in its Content. By uploading Content to the Platform, the Client grants TV2Z a limited licence to host, process, and distribute such Content as necessary to perform the Services. 9.4. Any custom developments, integrations, or modifications created by TV2Z in connection with the Services shall be the intellectual property of TV2Z, unless expressly agreed otherwise in writing. 9.5. The Client shall not acquire any ownership rights in the Platform by virtue of using the Services or paying fees under the Agreement.
Article 10 - Availability and SLA
10.1. TV2Z shall use commercially reasonable efforts to ensure that the Platform is available and operational. Specific availability commitments shall be set out in a service level agreement (SLA) agreed between the parties. 10.2. Planned maintenance shall be performed during low-traffic periods where possible and shall be communicated to the Client in advance. Planned maintenance windows are excluded from availability calculations. 10.3. TV2Z shall not be liable for service interruptions caused by circumstances beyond its reasonable control, including but not limited to failures of third-party hosting providers (e.g., Amazon Web Services), internet connectivity issues, or force majeure events as defined in Article 16. 10.4. In the event of an unplanned service interruption, TV2Z shall use commercially reasonable efforts to restore the Platform as quickly as possible and shall keep the Client informed of progress.
Article 11 - Data Processing
11.1. To the extent that TV2Z processes personal data on behalf of the Client in the course of providing the Services, TV2Z shall act as a data processor and the Client shall act as the data controller, within the meaning of the General Data Protection Regulation (GDPR). 11.2. The parties shall enter into a separate Data Processing Agreement (DPA) that sets out the subject matter, duration, nature, and purpose of the processing, the types of personal data, and the categories of data subjects. 11.3. TV2Z shall process personal data only in accordance with the Client's documented instructions and applicable data protection legislation. 11.4. TV2Z shall implement appropriate technical and organisational measures to ensure the security of personal data processed on behalf of the Client. 11.5. TV2Z's own processing of personal data (e.g., of contact persons at Client organisations) is governed by TV2Z's Privacy Policy, available at https://tv2z.com/privacy.
Article 12 - Confidentiality
12.1. Each party shall treat all Confidential Information received from the other party as strictly confidential and shall not disclose it to any third party without the disclosing party's prior written consent. 12.2. Confidential Information may be disclosed to employees, advisors, or sub-contractors of the receiving party on a need-to-know basis, provided they are bound by equivalent confidentiality obligations. 12.3. The confidentiality obligations in this Article shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order. 12.4. The obligations under this Article shall survive termination of the Agreement for a period of three (3) years.
Article 13 - Liability
13.1. TV2Z's total aggregate liability under or in connection with the Agreement, whether arising in contract, tort, negligence, or otherwise, shall be limited to the total fees paid by the Client to TV2Z in the twelve (12) months immediately preceding the event giving rise to the claim. 13.2. TV2Z shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or damage to reputation, regardless of whether such damages were foreseeable. 13.3. TV2Z shall not be liable for damages arising from: (a) the Client's failure to comply with its obligations under the Agreement; (b) Content provided by the Client; (c) interruptions or failures of third-party services or infrastructure; or (d) use of the Platform in a manner not authorised by the Agreement. 13.4. The limitations of liability in this Article shall not apply to damages caused by wilful misconduct (opzet) or gross negligence (bewuste roekeloosheid) on the part of TV2Z.
Article 14 - Indemnification
14.1. The Client shall indemnify and hold TV2Z harmless against all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the Client's Content, including any claims of intellectual property infringement; (b) the Client's use of the Platform in breach of the Agreement; (c) the Client's violation of applicable law. 14.2. TV2Z shall indemnify and hold the Client harmless against claims that the Platform, as delivered by TV2Z, infringes the intellectual property rights of a third party in the Netherlands, provided that the Client promptly notifies TV2Z of such claim and grants TV2Z full control of the defence and settlement thereof.
Article 15 - Suspension and Termination
15.1. TV2Z may suspend the provision of Services immediately and without prior notice if the Client fails to pay any amount due, breaches a material term of the Agreement, or if there are reasonable grounds to believe that the Client's use of the Platform may cause harm to TV2Z or third parties. 15.2. Either party may terminate the Agreement for convenience by providing four (4) months' written notice at the end of a calendar month, unless a different notice period is agreed in the Agreement. 15.3. Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach that is not remedied within thirty (30) days of written notice; (b) becomes insolvent, enters into liquidation, or is subject to bankruptcy proceedings. 15.4. If the Client terminates the Agreement prematurely without compelling cause, TV2Z may charge a termination fee equal to fifty percent (50%) of the remaining contract value, in addition to compensation for actual damages incurred. 15.5. Upon termination, the Client shall have thirty (30) days to retrieve its Content from the Platform. After this period, TV2Z may delete the Client's Content and data, subject to any legal retention obligations.
Article 16 - Force Majeure
16.1. Neither party shall be liable for failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure event. 16.2. Force Majeure means any event beyond the reasonable control of the affected party, including but not limited to: natural disasters, epidemics, war, terrorism, government actions, labour disputes, power outages, internet failures, and failures of third-party hosting or telecommunications providers. 16.3. The affected party shall promptly notify the other party of the Force Majeure event and its expected duration. Both parties shall make reasonable efforts to mitigate the effects of the event. 16.4. If a Force Majeure event continues for more than sixty (60) days, either party may terminate the Agreement by written notice, without any obligation to compensate the other party.
Article 17 - Amendments
17.1. TV2Z reserves the right to amend these General Terms and Conditions. Amendments shall be communicated to the Client in writing or by email at least thirty (30) days before they take effect. 17.2. If a proposed amendment materially affects the Client's rights or obligations, the Client may terminate the Agreement before the effective date of the amendment, provided the Client notifies TV2Z in writing within the thirty-day notice period. 17.3. Continued use of the Services after the effective date of an amendment shall constitute acceptance of the amended Terms.
Article 18 - Governing Law and Disputes
18.1. These General Terms and Conditions and all Agreements between TV2Z and the Client shall be exclusively governed by the laws of the Netherlands. 18.2. Any disputes arising from or in connection with these Terms or any Agreement shall be submitted exclusively to the competent court in Amsterdam, The Netherlands. 18.3. Before initiating legal proceedings, the parties shall make a good-faith effort to resolve any dispute through consultation and negotiation.
Article 19 - Miscellaneous
19.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original. 19.2. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. 19.3. These Terms, together with the applicable Agreement and any annexes, constitute the entire agreement between the parties regarding the subject matter hereof, and supersede all prior negotiations, representations, and agreements. 19.4. The Client may not assign or transfer its rights or obligations under the Agreement without TV2Z's prior written consent. TV2Z may assign the Agreement to an affiliate or successor entity. 19.5. Notices under these Terms shall be in writing and sent by email or registered post to the addresses specified in the Agreement. Notices sent by email shall be deemed received on the next business day.