GENERAL TERMS AND CONDITIONS FOR SYSTEM SOFTWARE
UPDATES VIA THE YOUSEE DVB-C NETWORK
Ver. 1.1
History:
-First edition - 14. juni 2010
o
Adress changed from ”Strandslodsvej”
to ”Teglholmsgade”1.
DEFINITIONS
1.1. In these General Terms and Conditions for System Software Updates via the DVB-C
Net-work, unless the context otherwise requires:
• "YouSee" means YouSee A/S, part of the TDC Group.
• "DVB-C Network" means YouSee’s Digital Video Broadcast Network in Denmark.
• “DVB-C tuners” means any integrated DVB-C screen or DVB-C set-top-box capable of
receiving software updates via the DVB-C network.
• "Services" means YouSee’s Over the Air Download (OAD) of System Software
Up-dates (SSU) to the DVB-C tuner CPE via the DVB-C Network for a given period agreed with the CPE-supplier.
• "System Software Update" (SSU) means the SSU File and the technical information
provided in Schedule 2, Information and Order Form.
• "CPE-suppliers" mean the manufacturers and distributors of DVB-C tuners.
• "SSU File" means any electronic file delivered by the STB-supplier to YouSee in a
form and with content in accordance with the specifications set out in Schedule 1.
2.
ORDERING
2.1. Ordering of System Software Updates via the YouSee DVB-C Network can be done via
the order form (addendum 1).
2.2. Submission of a signed copy of the GENERAL TERMS AND CONDITIONS FOR SYSTEMS
SOFTWARE UPDATES VIA THE YOUSEE DVB-C NETWORK is a prerequisite to any SSU orders.
2.3. Questions concerning SSUs can be emailed to [email protected].
3.
SERVICES
3.1. YouSee will provide the Interoperability Test (IOT) between YouSee’s net and the SSU
File and the Services to the CPE-supplier on the basis of the relevant DVB-C tuner model and the SSU File.
3.2. The SSU File shall be in compliance with specifications in “The Rules of Operation for
YOUSEE Digital Cable TV Networks in Denmark”. The SSU File shall be delivered in one of two formats:
DSM-CC (preferred):
Delivered as images files with the following SSU values: -Supplier OUI
-Compability values: Hardware model and version -PrivateData values if required
YouSee builds an object carousel which also contains software for other hardware and vendors. It is YouSee’s decision how this will organized.
Reference: ETSI EN 301 192 DVB specification for data broadcasting
DVB SSU:
The software shall be delivered in a DVB SSU carousel. Possible there can be serveral software versions to for example serveral hardware platforms in each carousel. It is expected that each SSU Carousel only addresses one single OUI.
The supplier of the software shall deliver the SSU Carousel as a single component (PID) with-out PMT, PAT, SDT or AIT. The PID values which is used for the SSU Carousel is not important. OUI value shall be informed.
Reference: ETSI TS 102 006 Specification for System Software Update in DVB Systems YouSee shall provide the Services to the CPE-supplier subject to and only when all of the fol-lowing five conditions have been fulfilled in each case
The CPE-supplier has signed and submitted to YouSee the GENERAL TERMS AND CONDITIONS FOR SYSTEMS SOFTWARE UPDATES VIA THE YOUSEE DVB-C NETWORK.
The CPE-supplier has signed and delivered to YouSee the Order Form regarding the Service with all necessary specifications.
The full fee for the IOT and the Services specified in the Order Form has been prepaid by the CPE-supplier.
YouSee has the SSU File from the CPE-supplier.
The relevant SSU File has passed the IOT, which shall be carried out by YouSee.
The CPE-supplier submits one physical sample of the model for YouSee testing and verification The IOT mentioned in Clause 3.2, is conducted by YouSee as “pass/fail” tests. YouSee shall only be obligated to inform the CPE-Supplier of the overall outcome of the tests, i.e. whether the tests were passed or failed. In case of a negative outcome the notification will not include any information or analysis of why the relevant DVB-C tuner and SSU File did not pass the tests.
3.3. When the DVB-C tuner and the SSU File has passed the IOT and all other conditions set
out in Clause 3.2 have been fulfilled, YouSee shall initiate the Services requested in the Order Form within 14 calendar days, unless otherwise agreed with the CPE-supplier.
3.4. YouSee reserves the right to prolong the 14-day period of time set out in Clause 3.4 if
the demand for Services exceeds the SSU play out capacity in the DVB-C Network or if YouSee in its reasonable opinion finds it appropriate in order to ensure the proper functioning of the DVB-C Network. If the 14-day period (or such other period as may be agreed) is prolonged, YouSee shall as soon as possible notify the CPE-supplier thereof and of the new date for when the System Software Update will be played-out via the DVB-C Network.
3.5. All requests for Services will be scheduled in the order the conditions in Clause 3.2 are
fulfilled. In case the SSU File fails to pass the IOT and the CPE-supplier subsequently wishes to request Services again a new procedure starts, cf. Clause 3.2.
4.
OBLIGATIONS OF THE CPE-SUPPLIER
4.1. The CPE-supplier may not send any System Software Updates to YouSee that could
cause interruption, disruptions, disturbance or any similar events for the traffic in the DVB-C Network or that could affect other CPE-suppliers DVB-tuners. The technical information pro-vided by the CPE-supplier in the Order Form to YouSee shall for purposes of this Clause be considered as part of the System Software Updates.
4.2. The CPE-supplier must ensure that the SSU clearly states that any questions from end users should be directed to the CPE-supplier, rather than YouSee.
4.3. The CPE-supplier must deliver a text which describes the customer experience.
5.
FEES
There is no fixed prices for IOT and the Services. For a price quote a description of what is re-quired shall be sent to [email protected]
The price will be based on time consumption and cost for YouSee.
5.1. The IOT test fee is payable for each such test that is conducted by YouSee. For the
avoidance of any doubt this shall imply that in case a DVB-C tuner and/or an SSU File fails the IOT and the CPE-supplier subsequently requests a new IOT, then a new IOT test fee is pay-able.
5.2. All payments hereunder shall be in Danish Kroner (DKK). All fees related to the delivery
of the IOT and the Services must be paid up front. All prices stipulated herein are exclusive of VAT.
5.3. In case of delay in payment, interest at the rate stipulated in the Danish Act on Payment
of Interest ("Renteloven"), calculated from the day after each payment is due, will by owed by CPE-supplier without notice.
5.4. In the event that any authority makes a decision with consequence for the pricing of the
Services, YouSee is entitled to change the fee if the decision from the authority contains a date on which the change must take effect.
6.
CHANGES TO THE GENERAL TERMS AND CONDITIONS
6.1. YouSee reserves the right to change these General Terms and Conditions, hereunder the
fees, with immediate effect for all Orders submitted to YouSee after publication of the updated GENERAL TERMS AND CONDITIONS FOR SYSTEM SOFTWARE UPDATES OF INTEGRATED DVB-C SDVB-CREENS AND SET-TOP-BOXES VIA THE DVB-DVB-C NETWORK.
7.
TERM AND TERMINATION
7.1. The CPE-supplier and YouSee shall have the right to terminate the below confirmation of
these General Terms and Condition including any schedules hereto without cause with a three (3) months' prior written notice. For the avoidance of any doubt Clauses 9, 11 and 12 shall survive any termination of these General Terms and Conditions, regardless of the reason therefore.
8.
NO WARRANTIES
8.1. YouSee does not warrant or in any other way guarantee that the System Software
Up-dates can be downloaded correctly on the end users DVB-C tuners when broadcasted through the DVB-C Network. This shall be the sole responsibility of the CPE-supplier.
9.
LIMITATION OF LIABLITY
9.1. Except to the extent prohibited by applicable law:
• YouSee aggregate liability to the CPE-supplier for claims relating to any Order Form
subject to these General Terms and Conditions, including liability for non-mandatory product liability, whether for breach or in tort, shall be limited to the fees for the par-ticular System Software update that the claim relates to.
• Neither party shall be liable for any indirect, punitive, special, incidental or
and any order hereunder (including loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort, even if that party has been previously advised of the possibility of such damage.
• YouSee shall under no circumstance be held liable for any loss suffered by the
CPE-supplier when such loss is caused directly or indirectly by another CPE-CPE-supplier’s Sys-tem Software Updates via the YouSee Network, hereunder but not limited to losses that arise as a result of damage to the CPE-supplier’s software and/or hardware and losses that arise as a result of another CPE-supplier’s Software Updates infringement of the in-tellectual property rights of the CPE-supplier.
• The CPE-supplier shall indemnify YouSee from any liability incurred towards any other
CPE-supplier to the extent that such liability is incurred as a direct or indirect result of the suppliers use of the Services, hereunder but not limited to in case of the CPE-supplier’s infringement of any third parties’ intellectual property rights and damage to the software and/or hardware of other CPE-suppliers’ set-top-boxes or IDTVs.
9.2. Notwithstanding the above, the CPE-supplier shall be responsible for compliance with any
private or public regulations relating to its business and its use of the Services as for obtaining all necessary permissions (including but not limited to broadcast rights). The CPE-supplier shall carry the risk if such permissions cannot be obtained and/or are revoked and the CPE-supplier shall indemnify YouSee for any liability incurred towards public authorities or private individu-als in connection with the CPE-supplier's use of the Services, including failure to observe appli-cable rules and regulations or to obtain necessary permissions.
9.3. YouSee accepts only product liability in accordance with the Danish Act on Product
Liabil-ity to the extent that this act is mandatory and accepts no product liabilLiabil-ity on any other basis.
10.
FORCE MAJEURE
10.1. A party is not liable under these General Terms and Conditions for non-performance caused by events or conditions beyond that party's control including but not limited to war, terrorism, sabotage, strike (including own strikes), lock-outs, vandalism, fire, explosions, ex-treme weather conditions, unexpected overturned masts, towers and antennas. This provision does not relieve the CPE-supplier of its obligation to make payments when owing.
11.
CONFIDENTIAL INFORMATION
11.1. If the CPE-supplier or YouSee desires that information provided to the other party be held in confidence, such party will identify the information as confidential or proprietary. Nei-ther party may disclose the oNei-ther party's confidential or proprietary information and may use it only for purposes specifically contemplated in these General Terms and Conditions. Both par-ties will treat tangible business and financial information of the other party that has been pre-viously identified as confidential with the same degree of care as it does its own similar infor-mation. The foregoing obligations do not apply to information which: (i) is or becomes known by the recipient without an obligation to maintain its confidentiality; (ii) is or becomes gener-ally known to the public through no act of omission of recipient, or (iii) is independently devel-oped by recipient without use of confidential or proprietary information. This Clause will not affect any other confidential disclosure agreement between the parties.
12.
GOVERNING LAW AND VENUE
12.1. Disputes which cannot be settled amicably will be governed by the laws of Denmark and any such dispute arising out of or in connection with these General Terms and Conditions shall be settled by the Danish courts. Disputes shall be settled by the competent court of law in Co-penhagen.
These General Terms and Conditions have been confirmed on the date written below by: Company name:
CVR no: Address: Date:
ADDENDUM 1
ORDER FORM
System Software Updates (SSU) via the YouSee DVB-C Network
Company Name Adress Postcode City Country CVR no. Name of signatory Position of signatory SSU-name/version no. Relevant CPE-models Price (DKK)Requested start date
14 days 30 days Duration
32 kbit/s 64 kbit/s Bitrate
Signature Date
Please forward the signed order form by mail to: YouSee
c/o YTK - SSU Teglholmsgade 1 0900 Copenhagen C Denmark
Alternatively, forward a scanned version of the signed order to:
Any order placed via this order form is subject to the “General Terms and Conditions for Sys-tem Software Updates via the DVB-C Network” (of which a signed version should be included with the first order).
Fees for the specified services and the preceding Inter-Operability Test must be paid in full and advance before any SSU is delivered through the network.
