This Technical Support Agreement (“Agreement”) 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 company organized and existing under the laws of Bermuda. Capitalized terms used throughout this Agreement are defined 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\form 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   "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.

 

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. 

 

3.  PAYMENT and TAXES.

3.1  Invoicing and Payment Terms.  You will pay all Technical Support fees in the amount and currency specified in your invoice, within thirty (30) days of the date of the invoice. 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. 

 

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 the other not less than thirty (30) days 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 thirty (30) days written notice to the other party 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, each party must promptly discontinue all use of, and delete or destroy any Confidential Information provided in support 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 specified local address.

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 Cirrus 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 its assets or stock.  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 Contact list will be entered into the ticketing system and assigned to a technician. The technician will work the request to resolution if one is available. Status updates will be communicated by phone or 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 prior to maintenance being carried out.
Managed Escalation	For issues requiring vendor and/or manufacturer support, Cirrus Dynamics will work together with the vendor/manufacturer along with the customer to bring the issue to resolution.
Onsite Support	For emergency support, or for planned maintenance where hands-on access is needed, a technician will be dispatched to the customer site.

 

7.2  Allocation of Responsibilities.   

 

You are responsible for:

• allowing Cirrus reasonable access to your IT environment - including remote access as reasonably required to perform their obligations - 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 by Cirrus: Cirrus shall provide technical assistance to your Authorized Support Contacts. If despite your reasonable efforts, you are unable to resolve an issue, you shall contact Cirrus and provide your analysis of the issue and efforts taken to resolve the issue.  A trouble ticket will be generated and Cirrus shall provide support in accordance with and as set forth in the following table.

 

Support Tier	Description
Tier 1	All support incidents begin in Tier 1, where the initial trouble ticket is created, the issue is identified, 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.

 

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. These hours are extended for customers with "Premium" services.

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 hours of operation, otherwise they will be addressed during the next Business Day.

Telephone Support: Telephone numbers will be provided according to the level of service. Premium service customers will be linked directly to a technician. Calls to +1 949-613-7190 will be answered during standard hours of operation. All voice messages will be responded to according to response guidelines for specific priority levels during standard hours of operation, 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	Target Response time	Resolution time	Escalation threshold
Systems down (all internet access and functions unavailable)	1	Within 1 hour	ASAP - Best effort	2 hours
Limited degradation of service (one or more devices are unable to access the internet)	2	Within 4 hours	Within 8 working hours	8 hours
Small service degradation (eg. a wireless AP stops working, reducing normal coverage.)	3	Within 8 hours	Within 24 working hours	24 hours

NOTE: All above times are during standard business hours unless "Premium" services have been ordered. In all above cases the time frames specified are targets.

Times outlined in the table above indicate actual time spent by Cirrus Support personnel performing technical activities associated with investigating, 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.

"Response time" includes the assignment of an inquiry or Incident to a support personnel 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.