This Technical Support Agreement (“Agreement”) is separate and distinct from the support policies included in Cirrus' Desktops as a Service (DaaS) offering. Therefore, it is only relevant if you have signed a Technical Support Order Form.

“You” means you individually or the entity that you represent. If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. “ Cirrus,” “ we,” or “ us” means Cirrus Dynamics, a Canadian corporation, to the extent that you are located in Canada,  and Cirrus Dynamics Ltd., a company organized and existing under the laws of Bermuda, to the extent that you are located elsewhere. Capitalized terms used in this Agreement are defined throughout this Agreement and in Section 1.

 

1.  DEFINITIONS.

1.1   "Agreement" means this agreement between you and Cirrus which establishes certain of the terms and conditions under which Cirrus will provide and you will receive support services.

1.2   "Authorized Support Contact"  refers to specific end-users  - as identified in the signed documentation that will accompany this Agreement - who are authorized to communicate issues or submit trouble tickets to Cirrus.

1.3   "Business Day"  means 9.00am to 5.00pm Monday to Friday excluding Saturday, Sunday and public holidays.

1.4   “Confidential Information”  means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the support services that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. 

1.5   "Documentation"   means documents, whether in printed or electronic form, and includes all enhancements and modifications to the same.

1.6   "Intellectual Property Rights"  means intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, patent rights (including patent applications and disclosures), know-how, rights of priority, trademark rights, and trade secret rights recognized in any country or jurisdiction in the world.

1.7  "Technical Support"  as used herein refers to Cirrus‘ technical support provided to you in the form of telephone and email-based technical support, and maintenance in the form of site visits and updates in accordance with the Support Terms.

1.8  "Updates"  means modifications, corrections, upgrades and enhancements to any services that Cirrus generally provides to you as a part of their technical support services.

 

2.  OBLIGATIONS.

2.1  Data Security.  You are responsible for all data security issues in your data center(s). This includes ensuring usernames and passwords are managed in a secure way and ensuring data is not made publicly available where inappropriate.

2.2  Payments. You are responsible for ensuring prompt payment of all invoices received from Cirrus.

2.3  Support Services and Technical Support.  You will designate a limited number of named Authorized Support Contacts who are qualified and authorized to contact Cirrus for technical assistance. These may include administrators, project managers, help desk personnel, who have a working knowledge of your systems.

3.  PAYMENT and TAXES.

3.1  Invoicing and Payment Terms.  You will pay all Support fees in the amount and currency specified in your invoice, within thirty (30) days of the date of the invoice. You will be billed in advance for any monthly or prepaid charges due for the support services. We reserve the right to apply interest at the applicable statutory rate in each jurisdiction in which we operate on all invoices that remain unpaid ten (10) days after receipt of notice of the outstanding balance. You agree that we may send our invoices to you by email or other electronic means.

3.2  Taxes.  You acknowledge that support fees are exclusive of taxes, and you shall pay or reimburse for all taxes arising out of transactions contemplated by this Agreement. If you are required to pay or withhold any tax for payments due under this Agreement, you shall gross your payments to Cirrus so they receive sums due in full and free of any deductions. “Taxes” means any sales, VAT, use, gross receipts, business and occupation, and other taxes (other than taxes on income), export and import fees, customs duties and similar charges imposed by any government or other authority. You hereby confirm that Cirrus can rely on the name and address provided to us when entering this agreement or in connection with your payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where you have established your business.

 

4. TERM.

4.1  The initial term of this Agreement shall commence on an agreed effective date and shall continue for an initial term as set out in the signed documentation that will accompany this Agreement. Upon the conclusion of the Initial Term, this Agreement shall be automatically renewed for additional terms (each, an Additional Term) unless either party provides written notice to other not less than sixty (60) days - for contract terms of 6 months or more - prior to the end of the then current term, that it does not wish to renew, or unless otherwise terminated in accordance with the terms of Section 5.

 

5. TERMINATION.

5.1  Either party may terminate this Agreement by giving at least sixty (60) days written notice to the other party - fifteen (15) days for contracts less than 6 months -, prior to the end of the then-current term, that it does not wish to renew.

5.2  If you fail to pay any outstanding Charges within ten (10) days after receipt of written notice from Cirrus of delinquency, or if you fail to perform or observe any other material term or condition of this Agreement within thirty (30) days after receipt of written notice from Cirrus of such failure, Cirrus may terminate this Agreement.

5.3  In the event of termination of this Agreement either by you, pursuant to Section 5.1, or Cirrus, pursuant to Section 5.2, you shall be liable for all Charges that would have been payable if the agreement had continued in force for the full Term.

5.4  Neither expiration nor termination of this Agreement shall affect any obligations or rights of the parties accrued up to the date of such expiration or termination.

5.5  Upon expiry or termination of this Agreement, the parties shall provide each other with assistance as may be reasonably necessary in order to terminate their relationship in a manner which causes the least inconvenience to each other.

 

6. GENERAL.

6.1 Force Majeure.  In the event that Cirrus’ performance is delayed, prevented, obstructed, or inhibited because of any Act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut-down of production facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, or any other cause beyond the reasonable control of Cirrus, including financial requirements or manufacturing limitations imposed by third-party manufacturers, suppliers, or vendors, Cirrus may give notice to you, via email or in writing, and thereupon Cirrus’ performance shall be excused and the time for the performance shall be extended for the period of delay or inability to perform resulting from such occurrence.  The occurrence of such an event shall not constitute grounds for default under this Agreement.

 6.2 Notices.  Any notice delivered by Cirrus to you under this Agreement will be delivered by email to the email address associated with your support services, except as otherwise set forth in this Agreement. Legal notices or other correspondence shall be in writing and deemed given (i) upon delivery, if delivered in person or by prepaid telegraph, (ii) five (5) business days after mailing if sent registered mail, return receipt requested, or (iii) the next business day after sending, if sent by commercial overnight courier (unless returned undelivered or the courier reports a later delivery).  Notices shall be addressed to each party at its business address, or such other address as the recipient may have specified by earlier notice to the sender.

6.3 Assignment; Successors.  This Agreement shall not be assigned by either party without the advance written consent of the other party; provided, however that either party may assign this Agreement without consent to its successor in a merger, acquisition or other consolidation, including without limitation any sale of all or substantially all of a party’s assets or stock.  This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.  Any assignment in contravention of this section shall be void and of no effect.

6.4 Entire Agreement.  This Agreement, as it may be revised by Cirrus, constitutes the entire Agreement between the parties with respect to its subject matter; except as provided herein, all other prior agreements, representations, statements, negotiations and undertakings are terminated and superseded hereby.

 

7. SUPPORT TERMS.

7.1  General Statement of Responsibilities. At all times during the term of this Agreement Cirrus shall provide Technical Support services to you as follows:

Service Type	Description
Incident Management	Support requests submitted by individuals on the Authorized Support Client List will be entered into the ticketing system and assigned to an engineer. The engineer will work the request to resolution if one is available. Status updates will be available on all incident submission via support.cirrusdynamics.com
24x7 Monitoring	An agreed list of devices and/or systems deemed critical by the customer will be monitored on a 24x7 basis. Should a fault be detected, an alert will be triggered automatically and a engineer notified. A ticket will be opened by Cirrus Support and details emailed to designate. The ticket status can be monitored via support.cirrusdynamics.com
Proactive Maintenance	Cirrus Dynamics, in consultation with the customer, will carry out routine proactive maintenance on an agreed schedule. Reminders of planned or potential outages will be sent by email to customer designate prior to maintenance being carried out.
Knowledgebase	Cirrus Dynamics maintains a searchable knowledgebase to assist with problem resolution.
Managed Escalation	For issues requiring vendor and/or manufacturer support, Cirrus Dynamics will work together with the vendor/manufacturer along with the customer designate to bring the issue to resolution.
Onsite Support	For emergency support, or for planned maintenance where hands-on access is needed, an engineer will be dispatched to the customer site.

 

7.2  Allocation of Responsibilities.   

Initial Support Contact: When an end-user requires support, your support personnel will first work with such end-user on problem identification and verification of known issues or problems before contacting Cirrus for Technical Support.

For purposes of this Agreement, “Initial Support” means telephone and email support provided by your support personnel in response to the initial inquiry placed by an end-user regarding an incident requiring technical support (“Incident”).

Support by Cirrus: Cirrus shall provide technical assistance to your Authorized Support Contacts. If despite your commercially reasonable efforts, you are unable to resolve an issue after providing Initial Support then you shall email support@cirrusdynamics.com and submit a trouble ticket summarizing your analysis of the issue and efforts taken to resolve the issue. Upon receipt of such ticket, Cirrus shall provide support in accordance with and as set forth in the following table.

  You are responsible for:

• promptly installing all technical Updates furnished by or on behalf of Cirrus specifically relevant to, or connected to, issues reported;

• allowing Cirrus reasonable access to your IT organization and information on your internal infrastructure as required to diagnose and troubleshoot identified problems; and

• using Cirrus-approved products where applicable and maintaining the correct operating environment in accordance with any specified requirements as outlined in the technical specifications of an installed product.

Support Tier	Description
Tier 1	All support incidents begin in Tier 1, where the initial trouble ticket is created, the issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2	All support tickets that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex and in depth support and analysis can be provided.
Tier 3	Support incidents that cannot be resolved with Tier 2 Support are escalated to Tier 3, where support is provided via collaboration with 3rd party (Vendor/Manufacturer) engineers to resolve the most complex issues.

 

Remote Access: You agree to provide Cirrus access to your computers via remote data communications as reasonably required to perform their obligations under this Agreement.

 

7.3 Support Availability and Methods of Communication.

Standard Hours of Operation for Cirrus: 9:00 am to 5:00 pm, Atlantic Time, Monday through Friday, excluding Saturday, Sunday and Public holidays.

Email support: is available via support@cirrusdynamics.com. Messages can be sent 24x7, but will be responded to according to response guidelines for specific priority levels during standard operating hours, otherwise they will be addressed during the next business day.

Web Support: Cirrus Support maintains a self-service support website at http://www.support.cirrusdynamics.com. Specific areas of this site require authentication and is available to registered customers under maintenance. This site is available 24x7 and contains Cirrus’ information including documentation, technical bulletins etc.

Telephone Support: Telephone Support is available via +1 949-613-7190. The technical Support Hotline will be answered during standard operating hours. All voice messages will be responded to according to response guidelines for specific priority levels during standard operating hours, otherwise they will be addressed during the next business day.

 

7.4  Prioritization of Incidents and Response Times. 

All inquiries and issues reported to Cirrus should be prioritized according to the following criteria and designations:

Issue	Priority	Response time (in hours)	Resolution time (in hours)	Escalation threshold (in hours)
Services not available (all users and functions unavailable)	1	Within 1 hour	ASAP - Best effort	2 hours
Significant degradation of service (large number of users or business critical functions affected)	2	Within 2 hours	ASAP - Best effort	4 hours
Limited degradation of service (limited number of users or functions affected, business process can continue)	3	Within 4 hours	Within 8 working hours	8 hours
Small service degradation (business process can continue, one user affected)	4	Within 8 hours	Within 24 working hours	24 hours

NOTE: All above times are during standard business hours. In all above cases the time frames specified are targets.

All references to time in the table above indicate actual time spent by a Cirrus Support Engineer performing technical activities associated with investigating, analyzing or otherwise working to identify and resolve a technical problem. Time spent by you, obtaining requested information, log files, etc or performing activities as requested by Cirrus are not included in these stated time frames.

Target Response includes the assignment of an inquiry or Incident to a designated Support Engineer and an acknowledgement back to you either via telephone or email.

 

7.5  Exclusions

The Following table list items that fall outside the scope of this Agreement.

Warranty or non-warranty repair or replacement of physical equipment	Cirrus recommends that you enact a spare equipment and accessories policy to mitigate extended downtime due to equipment failure or physical damage.
Installation, repair or replacement of structured cabling or other physical infrastructure	Cirrus recommends that you enact a spare equipment and accessories policy to mitigate extended downtime due to equipment failure or physical damage.
Procurement of 3rd party software	All software purchases and custody is your responsibility.
Procurement of software licensing	All software licensing is your responsibility
Data loss/recovery	Cirrus Dynamics is not responsible nor liable for any data loss due to malfunction, end user negligence, or suspension of best practices related to data safety.