24i General Terms and Conditions
24i General Terms and Conditions (Version 1.0. - October 29, 2025)
1. Applicability and Interpretation of these 24i General Terms and Conditions
1.1. Thank you for selecting 24i. These GTCs apply to any and all Order Forms and Statements of Work signed by Client for the provision of Software, Services and/or Equipment by 24i, and Client agrees and acknowledges that the signature of Order Forms and/or Statements of Work by it, in conjunction with these overarching GTCs, constitutes each a legally binding contractual relationship established between Client and 24i, which creates enforceable rights and obligations for the Parties, governing the provision of the Software, Services and/or Equipment by 24i to the Client, and is the comprehensive embodiment of the terms, conditions, and commitments mutually agreed upon by the Parties ("Agreement").
1.2. All capitalized terms and words in these GTCs shall have the meanings set forth in Annex I to the GTCs - Definitions. Any and all annexes and exhibits to Order Forms and/or to Statements of Work shall form an integral part of the Agreement between the Parties. In the event of any discrepancies between these GTCs, Order Forms, Statements of Work, annexes, and exhibits thereto, and/or any other written document signed by the Parties, these GTCs shall prevail unless explicitly and formally agreed otherwise in writing by the Parties. Headings are inserted in these GTCs for ease of reference only and shall not affect the interpretation or construction of the GTCs. References to a statutory provision or law include a reference to that provision or law as amended or re-enacted.
1.3. In the absence of an Order Form and/or a Statement of Work signed by the Client, these GTCs shall also apply to any purchase orders, order confirmations, or any other documents issued and/or signed by the Parties that are related to the provision of any of the Software, Services and/or Equipment by 24i to the Client. The Client hereby irrevocably agrees and acknowledges that these GTCs shall automatically apply in case Client accesses and/or starts to use any of the Software, Services and/or Equipment provided by 24i at any time and in any manner without a corresponding signed Order Form and/or Statement of Work.
2. Service Description and Order Forms
2.1. 24i will provide the Software, Services and/or Equipment in a professional and diligent manner. The Order Form and the corresponding Service Description sets out the Software, Services and/or Equipment made available by 24i to Client, including but not limited to the selected features, components, entitlements, supported platforms and integrations, geographic availability, service limits and boundaries, dependencies (including third-party prerequisites), and any applicable service-tier parameters, among other particularities that may be applicable on a case-by-case basis.
2.2. 24i may update the Service Description from time to time, provided that in the situations in which such update results in a change to and/or the discontinuation of a part or the totality of the Software, Services and/or Equipment or the corresponding Fees applicable to Client, 24i shall notify Client in writing at least three (3) months prior to the effective date of such change. If Client reasonably considers such change material and adverse to the contracted scope, and it causes a proven discontinuity or important disruption in Client’s systems and based on that Client does not accept the change, Client shall have an extraordinary right of termination in accordance with Section 6.4.f) of these GTCs. 24i may, at its discretion, replace any member of its Personnel assigned to the provision of Software, Services and/or Equipment with a Personnel of equivalent competence and qualification, without material adverse effect on the corresponding Software, Services and/or Equipment.
2.3. Order Forms shall be issued by 24i and signed by Client to formalize the provision of (i) Subscription Services, (ii) Platform Services, (iii) Licensed Software, (iv) Third-Party Solutions, and/or (v) Enablement Services by 24i to Client. In each Order Form, Client shall select the specific Software, Services and/or Equipment it wishes to purchase from 24i (including any applicable Service Tiers, Usage Metrics, Third-Party Solutions, and options). Each Order Form must include all commercial information regarding the contemplated transaction, such as Client’s corporate details, the Signature Date, the Subscription Period, the Software, Services and/or Equipment contracted, the Third-Party Solutions contracted, the applicable Fees, the Billing Period, the Payment Terms, the Handover Configuration Document, and any other information reasonably required on a case-by-case basis (each, an “Order Form”).
2.4. Each Order Form constitutes a separate and independent Agreement between 24i and Client that is subject to and incorporates these GTCs. These GTCs apply to and form an integral part of every Order Form signed by Client. By signing an Order Form, Client acknowledges and agrees to the terms and conditions set forth in these GTCs, and such signature constitutes Client’s irrevocable assent to these GTCs, creating a legally binding Agreement between the Parties and enforceable rights and obligations for both 24i and Client.
3. Statements of Work
3.1. Statements of Work shall be issued by 24i and signed by Client to formalize the provision of Professional Services by 24i to Client and must include all commercial and technical information regarding the contemplated transaction, such as Client's corporate details, the Signature Date, the Term, the contracted amount of Professional Services in Personnel-Days or Personnel-Hours, the applicable Professional Service Fees, the Billing Period and frequency, the Payment Terms, among other information and details deemed relevant on a case by case basis ("Statement of Work").
3.2. Each Statement of Work constitutes a separate and independent Agreement between 24i and Client that shall be always subject to these GTCs and, hence, these GTCs shall apply to and form an integral part of any Statement of Work signed by Client. Client hereby acknowledges and agrees that it is aware and in agreement with the terms and conditions set forth herein, and that the signature of Statements of Work represents Client's irrevocable assent to these GTCs, creating a legally binding Agreement between the Parties with enforceable rights and obligations for both 24i and Client.
4. Enablement Services, Handover Date, Acceptance and Defects
4.1. 24i shall provide Enablement Services to the Client subject to the payment of the corresponding Fees as outlined in an Order Form. The relevant Order Form must also indicate the estimated Handover Date and the Service Start Date concerning the Subscription Services, the Platform Services, the Third-Party Solutions and/or the Licensed Software.
4.2. The Client acknowledges and agrees that any delay in performing its obligations under these GTCs, an Order Form, and/or a Statement of Work, especially but not limited to the timely provision of the Client Information to 24i, may result in a delay in the performance of the Enablement Services, the Handover Date, the Service Start Date and/or the provision of Software, Services and/or Equipment by 24i to Client. In such a situation, 24i will not be liable towards the Client in respect of any delay in meeting any of its commitments resulting from the Client's failure to perform any of its obligations under these GTCs, an Order Form, and/or a Statement of Work.
4.3. If a non-conformity to the Enablement Services required for the provision of the Software, Services and/or Equipment (“Defects”) following the Handover Date, such Defects will be resolved by 24i within a reasonable timeframe depending upon the severity of the Defects. In the case of a critical Defect (i.e. a Defect that completely prevents the Service Start Date, a Defect that renders the Software, Services and/or Equipment inoperable or causes a system crash), 24i will correct the Defects as soon as possible and the interval of time referred to in Clause 4.4 of these GTCs will be suspended until 24i provides a temporary fix or resolves the Defect. In the case of a non-critical Defect (i.e. a Defect that does not prevent the access and use of the Software, Services and/or Equipment by the Client), 24i will correct the Defect within a reasonable timeframe that corresponds to the severity of the non-critical Defect without prejudice to the interval of time referred to in Clause 4.4 of these GTCs. If no critical Defect in respect of the Software is detected by the Client, the Client shall confirm at its earliest convenience to 24i its irrevocable acceptance of the Enablement Services required for the provision ofSoftware, Services and/or Equipment in writing (being email valid for this purpose). Where Equipment is made available as a Service, the Handover Date shall be the date on which 24i confirms that the Equipment is operational and accessible for Client use, irrespective of any transfer of title.
4.4. If the Client does not report any critical Defect within 7 (seven) calendar days after the Handover Date or if at any time the Client commences live running of the whole or any part of the Enablement Services required for the provision of Software, Services and/or Equipment, such Enablement Services and the Software, Services and/or Equipment shall be deemed irrevocably accepted by the Client.
4.5. Notwithstanding the foregoing, if a critical Defect cannot, despite 24i’s commercially reasonable efforts, be remedied or otherwise corrected within a reasonable period having regard to its severity and cause, 24i may, at its sole discretion, either (i) replace the Enablement Services required for the provision of affected Software, Services and/or Equipment with a materially equivalent alternative that delivers substantially the same functionality; or (ii) terminate, by written notice, the Agreement or part of the Agreement solely with respect to the portion impacted by such critical Defect, whereupon the corresponding charges for the terminated portion shall cease as from the effective date of termination. This paragraph applies in addition to, and is subject to, the warranty disclaimers, exclusions and limitations of liability set forth in these GTCs.
5. Change Requests
5.1. Any change, addition or deviation to the scope, timelines or technical configurations of the Enablement Services as originally agreed in an Order Form must be submitted by the Client to 24i in writing with sufficient detail to enable assessment by 24i Personnel.
5.2. Upon receipt of a Change Request, 24i will assess feasibility and the impact on scope, Fees, resource allocation and dates (including the Handover Date and any related Service Start Date) and will provide the Client with a written impact statement within ten (10) Business Days, or within a longer reasonable period where the complexity of the request so requires, notifying the Client accordingly. If a Change Request requires activities beyond the agreed Enablement Services (including additional configuration, development, integration, testing, documentation or project/technical management), such activities shall constitute Professional Services and be invoiced on a time-and-materials basis at the then-current Professional Service Fees, or as otherwise agreed in the Change Request. Time reasonably spent by 24i assessing a Change Request may be charged as Professional Services where the Client proceeds with, or materially benefits from, the Change Request.
5.3. No Change Request is binding unless and until it is expressly accepted in writing by both Parties through (i) an amendment to the applicable Order Form, or (ii) a mutually signed Change Request (each a “Change Request”). Until a Change Request is executed, 24i shall have no obligation to perform the requested change.
5.4. Unless otherwise agreed in writing, 24i shall continue to perform the Enablement Services under the then-current scope while a Change Request is being reviewed, and any milestones shall be adjusted only upon execution of the corresponding Change Request.
5.5. 24i may reject a Change Request, or propose alternatives, where the request would (a) materially and adversely affect platform stability, security or compliance, (b) require disproportionate resources relative to the value of the change, (c) depend on unavailable third-party technology, licences or approvals, or (d) contravene applicable law or third-party restrictions.
5.6. Where a Change Request impacts agreed dates, the Parties shall set out revised milestones in the Change Request. Any delay or additional effort arising from the Client’s dependencies (including Client Information, third-party inputs or approvals) will entitle 24i to a reasonable extension of time and adjustment of Fees, without prejudice to 24i’s other rights and remedies.
5.7. If the Client instructs 24i in writing to commence work on a Change Request before execution of a Change Request, the Parties agree that (i) such instruction constitutes approval for 24i to proceed on a time-and-materials basis at the Professional Service Fees proposed by 24i to Client (which is pending formalisation), and (ii) any work so performed will be documented and incorporated into the next Change Request for ratification.
5.8. If the Change Request entails additional or modified Subscription Services, Platform Services, Licensed Software, Third-Party Solutions, Tiered Services or Usage Metrics, the Parties shall execute an updated or additional Order Form covering such items and its adjustments, and the corresponding recurring or pass-through fees, lead-times and service boundaries will apply from the effective date specified therein.
5.9. If the Client does not respond in writing to 24i’s Change Request’s impact statement within fifteen (15) Business Days of receipt (or such longer period as 24i may agree in writing), the Change Request shall be deemed withdrawn without effect, and 24i shall not be liable for any resulting delay or cost.
6. Service Start Date, Subscription Period, Term, Termination
6.1. In regards to Enablement Services, Subscription Services, the Platform Services, the Thirty Party Solutions, and/or the Licensed Software provided by 24i to Client, the Service Start Date and the Subscription Period shall be outlined in an Order Form, as well as the estimated Handover Date of the Enablement Services. In case an Order Form does not expressly indicate the Subscription Period, it shall be deemed to have been concluded for a minimum Subscription Period of 36 (thirty-six) months from the Service Start Date. Where Equipment is provided as a Service, such provision shall continue for the duration of the applicable Subscription Period or Order Form, and shall automatically terminate or be returned to 24i upon expiration or termination of the underlying Agreement. The termination of Order Forms is only possible at the expiry of the applicable Subscription Period, except in the event of the occurrence of a situation as referred to in Clause 6.4 of these GTCs.
6.2. Upon expiry of the Subscription Period, the Order Form shall be automatically renewed for a successive period of one (1) year, and so forth after that upon each anniversary thereof, unless (i) a Party terminates the Order Form by sending a written notice to the other Party ultimately nine (9) calendar months before the expiration of the initial Subscription Period or the then-current renewal Subscription Period, as applicable, (ii) or the Order Form is terminated by a Party in accordance with the terms set forth in Clause 6.4 of these GTCs. During any renewal Subscription Period, these GTCs and the other terms and conditions set forth in the relevant Order Form shall remain in effect.
6.3. Specifically in regards to the Professional Services, the Term and the applicability of auto-renewal conditions shall be specified in the Statements of Work, among other relevant information as set forth in Clause 3 of these GTCs.
6.4. Either Client and 24i may terminate Order Forms and/or Statements of Work, in whole or in part, prior to the expiration of the applicable Subscription Period or the applicable Term, as the case may be, by sending a written notice to the other Party in accordance with the provisions set forth in Clause 20 of these GTCs:
a) with immediate effect, if the other Party is declared bankrupt or granted a (provisional) suspension of payments, ceases to pay its debts, becomes insolvent or an order is made or a resolution is passed for the liquidation, administration, winding up or dissolution of the other Party, or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed to administer all or any substantial part of the assets of the other Party, or the other Party requests for a moratorium, enters into or proposes any composition or arrangement with the creditors generally, or anything analogous to the foregoing arises in any applicable jurisdiction;
b) with immediate effect, if the other Party breaches its obligations under these GTCs, an Order Form, and/or a Statement of Work, and and such default or breach is incapable of being remedied;
c) with immediate effect, if the other Party breaches its obligations under the GTCs, an Order Form, and/or a Statement of Work, and such default or breach (if capable of remedy) is not fully remedied within a period of 90 (ninety) calendar days (or such longer period as the notifying Party may authorize in writing) after the receipt of a written notice demanding cure in observance of Clause 20 of these GTCs;
d) with immediate effect, if the other Party terminates its business;
e) with immediate effect, if either Party is unable to fulfill its obligations under the GTCs, an Order Form, and/or a Statement of Work due to a Force Majeure event within 90 (ninety) calendar days from the receipt of a written notice in observance of Clause 20 of these GTCs informing about such Force Majeure event;
f) If 24i updates the Service Description or otherwise unilaterally change or discontinue any portion of the Software, Services and/or Equipment and Client reasonably considers such change material and adverse to the contracted scope, and it causes a proven discontinuity or important disruption in Client’s systems, Client may terminate the affected Order Form(s), in whole or in part, by written notice delivered within ninety (90) calendar days of receipt of 24i’s notice of the respective change.
6.5. The termination or expiration of an Order Form and/or a Statement of Work shall not affect any accrued rights or liabilities of a Party under these GTCs, such Order Form, and/or such Statement of Work nor shall it affect the coming into force or the continuance in force of any provision thereof which are expressly or by implication intended to come into or continue in force on or after such termination or expiration.
6.6. The termination of any Order Form and/or any Statement of Work shall not affect any other Order Forms and/or any other Statements of Work contracted by Client. The term of each Order Form and/or Statement of Work shall be as set out in that Order Form and/or that Statement of Work. These GTCs shall apply for as long as at least one Order Form and/or a Statement of Work subsists.
6.7. Following termination or expiration of the Order Form and/or Statement of Work, all rights granted by 24i to Client will immediately terminate upon expiration or termination of the corresponding Agreement. The Client is restricted from displaying, reproducing, retransmitting or using the Software, Services and/or Equipment, as well as to use any information included in or derived from such Software, Services and/or Equipment.
6.8. Also, following termination, each Party shall (i) continue to maintain strict confidentiality of the other Party’s Confidential Information for 5 (five) years from the termination date; (ii) within thirty (30) calendar days, return to the other Party or destroy (at the other Party’s election) all tangible embodiments of the same and any other materials belonging to the other Party; and (iii) return to the other Party any and all spaces made available to them by the other Party during the term of the Agreement.
6.9. Unless otherwise specified in writing by the Parties, 24i shall delete all Client Information after termination of the Agreement unless legitimate grounds, in particular statutory archiving obligations applicable to 24i and the securing of evidence, preclude this.
6.10. The Parties agree and acknowledge that they shall cooperate for the purpose of a proper handover of the operations, irrespective of the reason for termination of the Agreement, if reasonably required by one of the Parties. In such a situation, 24i shall support Client where necessary, subject to the payment by Client of the corresponding applicable Fees, that shall be agreed in writing by the Parties in writing. Such written agreement shall be instructed with the necessary termination actions, including but not limited to any migration preparations in the area of services covered by the Agreement and the corresponding costs. Client, in its turn, undertakes to inform 24i of a termination requiring 24i cooperation referred to in this Clause and its anticipated need for assistance in good time before the end of the Agreement, in order to enable the corresponding resource planning by 24i.
6.11. If the Parties have exceptionally agreed that one-off Enablement Services or Equipment already provided by 24i in accordance with the Agreement shall be paid by Client as part of a recurring Subscription Fee, as outlined in an Order Form, the amounts still outstanding in respect of such already provided Enablement Services or Equipment thereof shall fall due immediately upon termination of the Agreement, irrespective of the legal ground for termination, and will be invoiced by 24i at the same date of termination.
7. Obligations and responsibilities of the Parties
7.1. Client shall supply all information, including but not limited to data, real-time data, elements, media systems, content, data, documents, designs, specifications, knowledgeable personnel, Client’s premises information, third-party information and any and all information and/or assistance required for 24i to execute an Order Form and/or a Statement of Work (e.g. development input such as video streams, APIs, etcetera) (jointly, "Client Information") in a timely and proficient manner. Client is responsible for and warrants that all Client Information provided by it to 24i is accurate and complete, that it does not violate third-party rights or applicable laws and regulations, and that Client holds all necessary rights, licences and permissions to provide such Client Information to 24i for use in connection with the Software, Services and/or Equipment. 24i is not obliged to independently verify any of the Client Information provided by the Client and is not liable for any damage and/or delay resulting from errors, inaccuracies, or omissions in any of the Client Information provided by it to 24i.
7.2. In case of the provision of Equipment by 24i as outlined in an Order Form, Client must also support 24i and its Personnel in an active, reasonable and timely manner, such as but not limited to taking any and all necessary preparatory and provisioning actions and granting the necessary access to its premises, systems and resources. For the Equipment installed on Client’s premises, Client shall make available to 24i Personnel the necessary facilities, including electricity, building wiring and cabling, etc., all in accordance with the applicable Equipment Manufacturer Specification that is/are made available by 24i to Client. Client shall protect these facilities from unauthorised access and manipulation from third-parties, use only up-to-date software which is supported by the Equipment manufacturer, and conclude suitable maintenance and support contracts for the entire duration of the Agreement.
7.3. Client warrants that its technical and operating environment (including interfaces, networks and third-party systems) meets the applicable Service Description, as well as any additional instructions, specifications and/or recommendations provided by 24i that are necessary for the proper installation and/or performance of the Software, Services and/or Equipment. Client also represents and warrants that it shall not change its technical and operating environment which is necessary for the functioning of the Software, Services and/or Equipment during installation and/or performance.
7.4. Unless specifically agreed otherwise in writing and except if it refers to Third-Party Solutions provided by 24i, Client will be responsible for the management of any and all third-parties that provide information, services or support for purposes of performing the Client’s responsibilities under the relevant Order Form and these GTCs, the quality of such third-parties’ input and work, and the timely delivery of any agreed tasks and/or deliverables by such third-party. 24i will not be responsible or liable for any failure of Client in regards to such a third-party management in connection with an Order Form and/or a Statement of Work.
7.5. If Client fails to supply any Client information in time which 24i requires to execute an Order Form and/or a Statement of Work, 24i’s related obligations under these GTCs, such Order Form and/or such Statement of Work (including but not limited to the estimated Handover Date and Service Start Date) and the provision of Software, Services, and/or Equipment by 24i will be suspended until the moment Client supplies the missing Client Information to 24i. Any suspension in this respect will not affect the Client’s obligation to timely pay all the applicable Fees as agreed upon with 24i in the applicable Order Form and/or Statement of Work as such failure by the Client has not happened. In such an event and upon receipt of the outstanding Client Information, 24i will communicate to the Client a new Handover Date and a new Service Start Date for the impacted Software, Services and/or Equipment in writing. 24i will not be liable for any failure, loss or damage of any nature whatsoever arising from reliance on any Client Information or for any inaccuracy or other defect in any Client Information supplied by Client.
7.6. The Client is responsible for preventing unauthorised access to or use of the Software, Services and/or Equipment and will notify 24i promptly of any such unauthorised access, as well as provide any and all information necessary for 24i to mitigate involved risks.
7.7. Client shall not use, permit the use of, or otherwise deploy the Software, Services, and/or Equipment, nor allow any affiliate, contractor, Subscriber, User, or sublicensee in any manner to do so, in any safety-critical, mission-critical, or fail-safe environment (including, without limitation, aviation or air-traffic control, nuclear facilities, or medical life-support systems) where a failure, error, or delay could reasonably be expected to result in death, personal injury, or serious environmental or property damage.
7.8. 24i operates technical telemetry and monitoring tools to measure and verify usage of the Software, Services and/or Equipment, including the number of Subscribers and/or Users for billing and compliance purposes. Client shall not prevent, disable, block or impair such telemetry and shall maintain any interfaces, credentials and connectivity reasonably required for accurate, continuous reporting. If technical telemetry and monitoring tools are unavailable or materially degraded (including maintenance windows or outages), Client shall, upon 24i’s written request and on reasonable notice, deliver (i) electronic monthly usage reports with the required metrics for billing and compliance, including but not limited to the number of Subscribers and/or Users for the preceding month, and other Usage Metrics stated in the corresponding Order Form and/or Statement of Work which are necessary for billing, True-Pps, third-party pass-through charges, or to verify compliance with field-of-use, territorial or volume limits.
7.9. If the Client fails to deliver the required monthly usage reports on time or submits materially inaccurate or incomplete data, 24i may, without prejudice to any other contractual or statutory rights, issue an Invoice based on a reasonable good-faith estimate of actual usage for the relevant period. Upon receipt of accurate data, 24i shall perform a reconciliation (“True-Up”). Any underreported usage identified in the True-Up shall be invoiced to the Client together with applicable late-payment interest, and the Client shall remit payment within the standard Payment Terms.
7.10. The Parties shall limit telemetry, monitoring tools and reports to what is strictly necessary for usage measurement, billing and compliance related to the Software, services and/or Equipments. Any Personal Information processing under this clause shall be governed by the Parties’ Data Processing Agreement (DPA).
7.11. Client shall keep complete and accurate books and records relating to Usage Metrics and monthly reports for three (3) years from each report date. At 24i’s expense, during Business Hours, upon at least ten (10) calendar days’ prior written notice, and no more than once in any twelve (12)-month period, 24i (or its independent auditor bound by confidentiality) may inspect, examine and make copies/abstracts of such books, records and supporting materials as are reasonably necessary to verify the accuracy of Client’s monthly reports, Usage Metrics, and compliance with any field-of-use, territorial or volume limits stated in the Order Form. Audits may be conducted remotely (via secure electronic access) or at Client’s premises, and shall be conducted so as not to unreasonably disrupt Client’s operations. Client shall cooperate fully with any audit and provide reasonable access to the information required to complete the examination in a timely manner, including, where applicable, platform-level reporting and telemetry used for usage measurement (e.g., dashboards or reporting tools deployed for automated reporting), provided that such access is subject to Client’s reasonable security and confidentiality controls. If an audit reveals a variance greater than five percent (5%) for any audited period, Client shall promptly pay the shortfall and any applicable late-payment interest, and shall reimburse 24i’s reasonable audit costs. Otherwise, 24i shall bear its own audit costs. Any necessary True-Up shall be reflected on the next Invoice following completion of the audit. The foregoing is without prejudice to 24i’s other rights and remedies (including suspension for non-payment and usage reporting obligations). Nothing in this clause limits the Parties’ obligations under Data Protection and Confidentiality provisions of these GTCs.
7.12. Notwithstanding any Retention of Title or allocation of risk of loss, theft, or damage to the Equipment, title shall pass to the Client upon delivery in accordance with the Incoterms specified in the applicable Order Form (including delivery to any third party designated by the Client). From delivery until title passes, the Client shall: (i) keep the Equipment insured at its replacement value against all usual risks with a reputable insurer, noting 24i’s interest where reasonably practicable; (ii) keep the Equipment safe, secure, and in good condition; (iii) not sell, pledge, lease, lend, or otherwise encumber the Equipment; and (iv) maintain the Equipment at the installation location(s) notified to 24i unless 24i has provided prior written consent to relocate it. Until title passes, the Client shall also: (i) keep the Equipment clearly identified as the property of 24i; and (ii) not remove, deface, obscure, or alter any proprietary, ownership, serial-number, or identification marks or notices on the Equipment. If the Equipment is lost, stolen, destroyed, or irreparably damaged after delivery but before title passes, the Client shall remain liable for, and promptly pay, the full unpaid price of the Equipment together with any reasonable de-installation, transport, storage, or recovery costs, without prejudice to any other rights or remedies of 24i. The Client shall promptly execute such documents and take such steps as 24i may reasonably request to perfect, register, or otherwise protect 24i’s retention-of-title (or equivalent security) rights in the Equipment. Upon any payment default or enforcement event, and without prejudice to 24i’s suspension or recovery rights, the Client shall make the Equipment available for collection and grant 24i (or its agents) reasonable access to the relevant premises during Business Hours to recover the Equipment.
7.13. 24i may commission auxiliaries (including subcontractors) and shall be liable for the conduct of its auxiliaries as for its own conduct, unless (i) a reservation is expressly indicated in the applicable Order Form or Statement of Work, or (ii) Client has requested the involvement of a specific auxiliary selected by by it. 24i shall ensure that its auxiliaries are bound by written confidentiality and, where applicable, data-protection obligations no less protective than those set out in these GTCs (including the DPA).
7.14. Each Party shall comply with all applicable export-control, trade-compliance and sanctions laws and regulations (including, where relevant, those of the European Union, its Member States, the United Kingdom, Switzerland, and the United States, and any applicable United Nations measures) in connection with the provision and use of the Software, Services and/or Equipment. Client shall not, directly or indirectly, export, re-export, transfer, access, or use any Software, Services and/or Equipment, other software, technology or related technical data (collectively, “Items”) (i) to or from any jurisdiction subject to comprehensive sanctions or embargoes, (ii) by or for any person or entity that is the subject of sanctions or is listed on any applicable restricted-party list, or (iii) for any prohibited end-use (including, where applicable, weapons, WMD-related activities, or military end-use/end-user restrictions). Client shall implement reasonable controls to prevent prohibited access or use. Unless expressly agreed otherwise in writing, Client is solely responsible, at its own cost, for obtaining and maintaining any required export, re-export, transfer, transit, or import licences, permits, approvals, and customs formalities for the Items and their intended destination(s) and for the corresponding Subscribers and/or Users, and for ensuring the final destination complies with applicable law. 24i will reasonably cooperate (without obligation to incur material cost) by providing export classification and country-of-origin information to the extent reasonably available. Any failure or delay in obtaining required authorisations shall not constitute a breach by 24i. Certain Items (including Third-Party Licensed Data) may be subject to territorial, field-of-use, or other restrictions imposed by third-party licensors. Client shall comply with such restrictions as stated in the Order Form and these GTCs. 24i may delay, suspend or refuse delivery/performance if 24i reasonably determines that performance would violate, or is likely to violate, applicable export-control or sanctions laws, or if any required authorisation is refused, revoked or cannot reasonably be obtained. 24i shall not be liable for any delay, nondelivery or failure to perform arising from such circumstances. If the impediment persists for thirty (30) days, either Party may terminate the affected portion of the Agreement by written notice, without liability. Client represents and warrants that (i) it is not a sanctioned or restricted party, (ii) it is not owned or controlled (as defined under applicable sanctions laws) by any sanctioned or restricted party, and (iii) it will not make the Items available to any sanctioned or restricted party or in any sanctioned territory. Client shall indemnify and hold harmless 24i and its affiliates from and against any claims, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or related to Client’s breach of this clause. This clause survives termination or expiry of the Agreement.
7.15. Client shall implement and maintain a written information security program appropriate to the nature of the Software, Services and/or Equipment used and the risks involved, and shall ensure that its subcontractors engaged in connection with the Agreement are bound by and comply with equivalent security obligations. Upon reasonable request, Client shall provide 24i with a summary of the information security program relevant to the Services. 24i will reasonably comply with Client’s site-specific security requirements to the extent they are suitable for, and consistent with 24i’s security policies and the Agreement. In the event of inconsistency, the Parties shall promptly confer to agree to any necessary adaptations. If a cybersecurity non-compliance is identified, the responsible Party shall launch and pursue, as soon as reasonably practicable, an action plan to contain and remediate such non-compliance.
7.16. Client, its subcontractors, Subscribers and/or Users shall not tamper with, disable, or otherwise interfere with the Software, Services and/or Equipment, and shall not implant or introduce malware, viruses, backdoors, undisclosed interfaces, non-public accounts, or similar mechanisms.
7.17. If Client, its subcontractors, or its Subscribers and/or Users identify a security vulnerability related to the Software, Services and/or Equipment, Client shall notify 24i immediately via 24i’s designated security contact (as specified in an Order Form or a Service Description) and provide sufficient detail to enable assessment and remediation. To the fullest extent permitted by applicable law, Client shall not disclose or make public any such vulnerability prior to 24i’s publication of an official security notice or advisory.
7.18. Client shall promptly install or apply any patch, update, workaround, or correction provided or made available by 24i (or 24i’s partners/subcontractors) that is aimed at addressing a security concern, or shall provide 24i with the necessary access to deploy such measures. Client shall not unreasonably delay or refuse the application of security updates.
7.19. Where any reporting or remediation under this clause involves Personal Information, the Parties shall follow the incident and security-measure provisions set out in the Data Processing Agreement (DPA). This clause applies in addition to, and does not limit, either Party’s obligations under the DPA.
7.20. The Client is solely responsible, at its own cost, for obtaining, maintaining, and complying with all rights, licences, clearances, permissions and approvals required from broadcasters, studios, collecting societies and other rights holders for the intake, encoding, encryption, storage (including catch-up and NVR), distribution, retransmission and display of all Channels and any third-party content, data and metadata used with the Software, Services and/or Equipment, in each case for the territory(ies), use cases and durations contemplated by the Agreement.
7.21. The Client represents and warrants, for the entire Subscription Period, that (i) it holds and will keep valid and in force all such licences and rights (including any renewals and payments of fees/royalties), (ii) its configuration and use of the Software, Services and/or Equipment will comply with all applicable licence terms, output controls and restrictions, and (iii) no use by Client, its affiliates, contractors, Subscribers and/or Users will infringe any third-party rights. Upon 24i’s written request, the Client shall promptly (and in any event within ten (10) Business Days) provide documentary evidence reasonably sufficient to verify the foregoing, including copies of relevant licence agreements, confirmations from rights holders or collecting societies, or other written attestations. If the Client fails to provide such evidence, if any licence or right lapses, is withdrawn, or is reasonably disputed, or if required by a rights holder or competent authority, 24i may (without liability and without prejudice to any other remedy) immediately suspend processing and/or delivery of the affected Channels or content and implement reasonable technical or geographic restrictions until the matter is remedied. The Client shall promptly notify 24i in writing of any actual or threatened expiry, suspension, revocation, restriction or material change affecting such rights. The Client shall defend, indemnify and hold harmless 24i from and against all claims, fines, penalties, losses, costs and expenses (including reasonable legal fees) arising from or related to the Client’s failure to obtain, maintain or comply with such rights and licences or any allegation that Client’s use of Channels or third-party content infringes third-party rights, without prejudice to the limitation-of-liability regime of these GTCs.
8. Fees, Invoicing, Payment
8.1. All Fees are exclusive of any taxes, levies, duties, environmental, regulatory charges and any and all similar assessments (“Taxes”). Client is solely responsible for all Taxes arising from the Agreement and shall gross-up any payment subject to withholding or deduction so that 24i receives the full amount that would have been payable absent such withholding. Client shall provide reasonable evidence of any required withholding or remittance upon request. If any Taxes, including but not limited to withholding taxes and/or deductions, are levied by or on behalf of foreign governmental authorities on transactions under an Agreement, they shall be borne by Client unless Client provides formal and valid evidence of a corresponding exemption.
8.2. Except if agreed otherwise in an Order Form and/or a Statement of Work, the Fees are subject to annual indexation based on the Swiss Consumer Price Index (CPI/LIK) as published by the Swiss Federal Statistical Office (FSO), capped at five percent (5%) per annum, unless otherwise agreed in writing. The adjustment shall equal the percentage change of the CPI published for the month preceding the anniversary of the corresponding Service Start Date compared with the CPI for the same month in the preceding year. 24i will notify Client of the indexed Fees in writing, and the adjustment will take effect on the next billing cycle following such notice. No downward indexation shall apply if the CPI decreases.
8.3. Without limiting Clause 8.1., any new or increased Taxes that become applicable to the Software, Services and/or Equipment after the Service Start Date shall be passed through to Client at cost and invoiced accordingly. Such pass-through constitutes a regulatory charge and does not modify the Fees stated in the applicable Order Form and/or Statement of Work and does not give rise to any right of early termination.
8.4. If any third-party licensor or supplier imposes or increases royalties, licence fees, or other mandatory third-party costs applicable to the contracted scope, 24i may make a commensurate adjustment to the Fees for the affected items upon ninety (90) days’ prior written notice, providing reasonable supporting information where available. For the avoidance of doubt, such adjustment does not entitle Client to early termination and shall not, by itself, constitute a material adverse change.
8.5. If external economic conditions beyond 24i’s reasonable control (including, without limitation, significant adverse currency fluctuations, inflationary surges, recessionary conditions, failing markets, or new/increased applicable Taxes or charges) render the development, production and/or supply of the Software, Services and/or Equipment commercially impracticable or subject to unreasonable increased cost, the Parties shall negotiate in good faith an equitable adjustment to the Fees and/or scope to permit continued supply. If no agreement is reached within thirty (30) days of notice, 24i may, upon an additional thirty (30) days’ written notice, implement a limited price adjustment no greater than the documented incremental costs attributable to such conditions with respect to the affected portion of the Agreement. This Clause is without prejudice to the Parties’ rights under Force Majeure and to 24i’s other remedies under these GTCs.
8.6. 24i shall invoice the Client as set forth in the applicable Order Form and/or Statement of Work. All Invoices shall be sent to the address and the Invoice contact listed in the applicable Order Form and/or Statement of Work and shall include (i) the date of the Invoice, (ii) the applicable Subscription Period & Billing Period, (iii) the Client’s tax identification number, (iv) a description of the Software, Services and/or Equipment provided, (v) the Fees, and (vi) any Taxes for which the Client is responsible, and any other information and details which may be deemed necessary on a case by case basis ("Invoice").
8.7. Except if agreed otherwise in an Order Form and/or in a Statement of Work, the Client shall pay all Fees due by it to 24i within thirty (30) calendar days from the date of the Invoice. The moment of payment shall be the moment at which the amount due corresponding to the applicable Fees has been fully and irrevocably credited to 24i's banking account. The Client is not entitled to set off, deduct, or suspend the payment of any Fees payable by it to 24i as agreed in any Order Form and/or Statement of Work. Any and all Fees paid by Client to 24i outlined in the applicable Order Form and/or Statement of Work and are not refundable.
8.8. If the Client fails to pay any of the Fees due in accordance with the provisions of this Clause 6 it shall be in default without prior notice of default from 24i being required. From the day on which the Client is in default until the date of the payment in full, overdue payment interest shall be due at a rate of 12% (twelve percent) per year [for the avoidance of doubt, at a rate of 1% (one percent) per month] on the aggregate amount of the outstanding Fees, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month. All judicial and extrajudicial costs incurred by 24i as a result of the Client’s default shall be paid by the Client. If Client defaults on a payment, 24i may make the provision of Software, Services and/or Equipment contingent on payment in full of all outstanding Invoices, and require, at its discretion, prepayments, the immediate return of Equipment or other types of security. Client shall promptly make the Equipment available for collection and grant 24i (or its agents) reasonable access to the relevant premises during Business Hours to recover it. Client shall bear all reasonable de-installation, transport, insurance, storage, and recovery costs incurred by 24i. For the period between 24i’s written demand for return and actual redelivery, Client shall be liable for reasonable compensation for use and any proven loss or damage, together with any contractual default interest applicable under these GTCs.
8.9. Except if differently agreed in an Order FormTitle to any Equipment supplied by 24i shall remain with 24i until 24i has received full and irrevocable payment of all amounts due in respect of such Equipment (including applicable Taxes and charges). This retention of title is without prejudice to the Transfer of Risk provisions of these GTCs. Until title passes, Client shall (i) keep the Equipment clearly identified as 24i’s property and not remove or obscure any ownership or proprietary notices; (ii) maintain the Equipment in good working condition and insured at replacement value with a reputable insurer; and (iii) not sell, lease, pledge, assign, encumber, relocate, or otherwise dispose of the Equipment without 24i’s prior written consent.
8.10. Client shall execute such documents and take such steps as 24i may reasonably request to perfect, register, or otherwise protect 24i’s retention-of-title (or equivalent security interest) where permitted by applicable law, and shall have no right of retention against 24i’s title to the Equipment prior to full payment of the corresponding Fees.
9. Intellectual Property Rights
9.1. 24i’s Intellectual Property Rights: The Client acknowledges and agrees that 24i shall exclusively retain all its rights, title, and interest, including all Intellectual Property rights, in and to the Subscription Services, the Platform Services, the Licensed Software, and in any and all work resulting from the provision of Enablement Services and/or Professional Services by 24i to Client. No rights of use, access, or licenses whatsoever in regards to the Software, Services and/or Equipment are granted other than those expressly set forth in Clause 10 of these GTCs, except if expressly outlined in writing differently in an Order Form and/or in a Statement of Work. The Subscription Services, the Platform Services, the Licensed Software provided by 24i will be in object code executable form only. Any reference to the term "sale" or "sold" or "assigned" or "assignment" refers to the granting of a non-exclusive license to use the Subscription Services, the Platform Services, the Licensed Software subject to the terms herein, and shall in no way be construed as a transfer of ownership or any other assignment of Intellectual Property rights which remain at all times the property of 24i and/or its licensors.
9.2. Title to all Client Information made available by Client to 24i remains with Client. Client hereby grants 24i a non-exclusive, royalty-free, limited, non-transferable and revocable licence to use the Client Information solely to fulfil 24i’s obligations under these GTCs, the applicable Order Form and/or Statement of Work. Upon termination or expiry of the relevant Order Form and/or Statement of Work, and subject to statutory retention requirements and the Parties’ DPA, 24i shall, at Client’s written election, return or securely destroy Client Information (including copies then in 24i’s possession or control).
9.3. No rights of use, access or licence in respect of the Software, Services and/or Equipment are granted except as expressly set out in Clause 9, or as may be expressly agreed in writing in an applicable Order Form and/or Statement of Work.
9.4. Client acknowledges and accepts that the Software, Services and/or Equipment contain Open Source Software components that are subject to separate open-source licence terms (each an “OSS Licence”). 24i may notify Client of the existence of additional OSS components used in updates or further developments by written notice (which may include an updated OSS notice file or link). OSS components are not licensed under these GTCs, and each OSS component is licensed to Client by its original rights holder under the applicable OSS Licence, which shall govern Client’s permitted use of such OSS components. Client shall comply with all applicable OSS Licences. To the fullest extent permitted by law and notwithstanding any warranty set out elsewhere in this Agreement, OSS components are provided “as is” under their respective OSS Licences without any warranty of any kind by 24i (including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose), except to the extent an OSS Licence expressly requires otherwise.
9.5. Client shall not use, combine or distribute the Software, Services and/or Equipment in any manner that would cause any of it (or any portion thereof) to be subject to the terms of an OSS Licence requiring disclosure of source code, the granting of rights to copy, modify or distribute, or the imposition of any obligation to license on a royalty-free basis (including, without limitation, strong copyleft obligations). Client shall not knowingly take any action, nor cause any third-party to take any action, that jeopardises, limits or interferes with 24i’s ownership of, or rights in, the Software, Services and/or Equipment. Client shall not contest or deny 24i’s right, title or interest in the Software, Services and/or Equipment, nor claim any right, title or interest therein, and shall not remove or alter any proprietary notices on or in the Software, Services and/or Equipment.
9.6. To the extent applicable to the Client’s use of 24i-captured TV signals and streams (e.g. 24i TVaaS Software, Services and/or Equipment) the Client is solely responsible for obtaining and maintaining all necessary permits and licences, and for confirming their availability to 24i. For clarity, the Client provides services to its own downstream customers (tenants), who are individually responsible for securing the required content rights from the relevant rights holders. The Client further confirms that it has contractual obligations in place with such downstream customers to ensure that all required content rights are duly obtained and maintained. Although 24i may delegate certain responsibilities for content rights to downstream customers, the Client remains fully liable to 24i for any failure to procure or administer those rights.
9.7. This Agreement covers the provisioning of unicast streams, including encoding/transcoding, storage, DRM, and delivery services if outlined in an Order Form. All content-related rights must be obtained by the Client. This Agreement does not transfer any property rights, and 24i does not grant the Client any licence to the content made available. The Client shall ensure that it holds the necessary rights and permissions for any usage or recording of such content. The Client is responsible for paying any required film promotion fees and any compensation owed for copyright and related rights to national collecting societies or rights holders in connection with the Stream Delivery service or the Client’s use thereof. The Client shall guarantee to 24i that it holds all necessary rights and permits, provides all required reporting, and makes all corresponding payments. Upon request, the Client shall furnish confirmations from relevant broadcasting organisations. The Client shall indemnify 24i against all third-party claims arising from the payment obligations set out in this Clause.
9.8. The streams provided by 24i shall be used by the Client solely for the contractually agreed purpose, including use in sales demonstrations. Any other type of use, exploitation, or transfer requires the prior written consent of 24i.
10. Client's rights to the Subscription Services, Platform Services, and the Licensed Software
10.1. In case Client contracts 24i for the provision of the Subscription Services, the Platform Services, and/or the Licensed Software subject to the payment of the corresponding Fees and to the conditions of this GTCs and the applicable Order Form, 24i grants to the Client a non-exclusive, limited, non-transferable, revocable license/right to access and use the Subscription Services, the Platform Services and/or the Licensed Software (as the case may be, and as outlined in the applicable Order Form) during the Subscription Period, and also permits Client to grant access and usage rights to such Subscription Services, Platform Services and/or Licensed Software to its Subscribers and/or Users. All other rights not expressly granted herein are reserved by 24i.
10.2. Where Client requires the Subscription Services, the Platform Services, and/or the Licensed Software to interoperate with Client’s environment as specified in the applicable Order Form and/or Statement of Work (SOW), Client shall first (i) request that 24i provide the information reasonably necessary to enable such interoperability and, if required, (ii) request that 24i make the configurations, connectors or other modifications necessary to enable such interoperability. Unless expressly included as Enablement Services and subject to the corresponding Enablement Fees set out in the relevant Order Form and/or Statement of Work, such activities by 24i shall constitute Professional Services and shall be chargeable on a time-and-materials basis (together with any third-party costs) under a Change Request, with reasonable schedule adjustments.
10.3. The Client acknowledges and agrees that:
a) it has no right, title, or interest in the Intellectual Property included in any of the Subscription Services, the Platforms Services, and/or in the Licensed Software, except as set out in Clause 9.1 of these GTCs;
b) it must comply with any restrictions on the access and use of the Subscription Services, the Platform Services and/or the Licensed Software as well as any additional restriction further specified in an Order Form;
c) it may not alienate, sell, lease, transfer, assign, license, pledge or otherwise part with possession of any the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
d) it may not alter, change, adjust or modify any of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
e) it may not attempt to disassemble, decompile or otherwise reverse engineer any the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software; and
f) it may not remove, obliterate or alter any proprietary notice on any Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software.
10.4. Client also acknowledges and agrees that it will have the following restrictions in its agreements with Subscribers and/or Users in respect of any use and/or access to the Subscription Services, the Platform Services and/or the Licensed Software by such Subscriber and/or Users:
a) Subscribers and/or Users have no right, title or interest in the Subscription Services, the Platform Services and/or the Licensed Software;
b) Subscribers and/or Users may not alienate, sell, lease, transfer, assign, sub-license, license, pledge or otherwise part with possession of any Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
c) Subscribers and/or Users use and/or access to the Subscription Services, the Platform Services and/or the Licensed Software is personal and any credentials provided for such purpose are not to be shared;
d) Subscribers and/or Users may not alter, change, adjust or modify any of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software;
e) Subscribers and/or Users may not, except to the extent permitted by applicable law, attempt to disassemble, decompile or otherwise reverse engineer or attempt to discover the function of the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software; and
f) Subscribers and/or Users may not remove, obliterate, or alter any proprietary notice on the Intellectual Property included in the Subscription Services, the Platform Services and/or the Licensed Software.
10.5. The Client acknowledges that the Intellectual Property included in any of the Subscription Services, the Platform Services, and/or the Licensed Software is exclusively owned by 24i and/or licensed to 24i, and it may be subject to export control laws, and therefore the Client will not directly or indirectly, allow export, re-export, allow access to or release the Subscription Services, the Platform Services and/or the Licensed Software to, or make the Intellectual Property included in any of the Subscription Services, the Platform Services and/or the Licensed Software accessible from, any country, jurisdiction or person to which export, re-export, access, or release is prohibited by applicable law. The Client shall comply with all applicable laws and obtain all required undertakings (including obtaining any necessary export license or other governmental approval whatsoever required) before exporting, re-exporting, allowing access or releasing, or otherwise making the Subscription Services, the Platform Services and/or the Licensed Software available to its Subscribers and/or Users. The Client shall be solely and exclusively liable for any and all unlawful, non-compliant, and/or not approved export, re-export, release, and/or availability of the Subscription Services, the Platform Services, and/or the Licensed Software, and shall defend, indemnify, and hold 24i harmless from and against any and all liabilities, losses, penalties, damages, costs, judgments and any other expenses (including reasonable legal fees) suffered by 24i resulting from that.
10.6. In the event the Client acts in conflict with the terms of these GTCs, the applicable Order Form, the licenses, access, and rights to use granted to Client and to its Subscribers and/or Users to the Subscription Services, the Platform Services and/or the Licensed Software shall be revoked immediately by 24i and the Client, its Subscribers and/or Users must cease the use and access of the Subscription Services, the Platform Services and/or the Licensed Software immediately.
11. Maintenance & Support Services, Service Level Agreement
11.1. As agreed in the applicable Order Form and subject to the payment of the applicable Fees, 24i may provide the Maintenance & Support Services concerning the Subscription Services, Platform Services, and/or Licensed Software contracted by the Client. The Maintenance & Support Services to be provided by 24i are described in the Service Level Agreement. Client hereby irrevocably agrees and acknowledges that in case it decides to contract the Maintenance & Support Services from 24i, the terms and conditions outlined in the Service Level Agreement shall automatically apply.
11.2. In case Client decides to not contract the Maintenance & Support Services from 24i, any time expended by Personnel providing any support and maintenance services to Client shall be classified as Professional Services, and shall be subject to the Professional Service Fees charged by 24i as well as to other conditions to be further agreed by the Parties in writing in a Statement of Work.
12. Resale and Use by Third Parties (specifically for 24i TVaaS)
12.1. This clause applies exclusively to the resale and downstream use of 24i TVaaS within Switzerland. It does not apply to any other 24i products or services. Downstream activation or delivery outside Switzerland, whether via cross‑border access or otherwise, is prohibited unless 24i has given its prior written consent.
12.2. The Client may offer 24i TVaaS to its own customers (“Reseller Customers”) solely as part of the Client’s Swiss‑based service offering, provided that (i) the Client first notifies 24i in writing of each proposed Reseller Customer and launch date and 24i does not, within ten (10) Business Days, issue a written veto on reasonable grounds (such as competitive conflict, sanctions, territorial restrictions or compliance risks); and (ii) the Client has executed a written agreement with each Reseller Customer that imposes terms at least as protective of 24i as these GTCs, including in respect of intellectual property, export controls and sanctions, security, data protection and DPA flow‑downs, usage reporting and audit rights, service boundaries, OSS, confidentiality, warranty and liability limitations, and indemnities.
12.3. The Client must conduct reasonable due diligence to verify that each Reseller Customer is duly established and operates exclusively within Switzerland. The Client may not make 24i TVaaS available to any entity that 24i has vetoed in writing, which may include named competitors or entities with operations outside Switzerland. The Client is responsible for ensuring that all applicable sector‑specific and legal obligations—such as those under Suissimage/GT12/SUISA and anti‑piracy requirements—are complied with at all times. Any cross‑border portability for Subscribers or Users may occur only to the extent required by Swiss or EU portability laws and strictly within the limits set out in the Service Description.
12.4. The Client is solely liable for the acts or omissions of Reseller Customers and their Subscribers or Users as if they were its own. 24i has no contractual relationship with any Reseller Customer, Subscriber or User and bears no obligation to provide services or support directly to them. Except where the parties agree otherwise in an Order Form, the Client shall remain the primary point of contact and provide first‑level support to end‑customers; 24i will provide second‑ and third‑level support only to the Client in accordance with the SLA.
12.5. The Client must pass through and enforce all usage‑reporting and telemetry obligations so that 24i can accurately measure Usage Metrics, perform billing and True‑Ups, and verify compliance. Upon 24i’s written request, given on reasonable notice and not more than once in any twelve‑month period unless there is cause, the Client must obtain and supply records or reports from Reseller Customers and permit 24i or its appointed auditor to verify compliance remotely or at the Client’s premises. Any under‑reported usage shall be subject to True‑Up and to late‑payment remedies. 12.6. The Client must also flow down and enforce all channel or content‑rights obligations, ensuring that each Reseller Customer secures and maintains, at its own cost, all broadcast, retransmission and non‑linear rights required in Switzerland and complies with all licence terms, output controls and territorial limits. On request, the Client must promptly supply documentary evidence from the relevant Reseller Customer or rights holders. 24i may suspend delivery of affected channels or content without liability where rights are missing, lapsed, disputed or where required by a competent authority or rights holder.
12.7. The Client shall enforce the Service Description’s service boundaries, territorial limits, EPG/licensed‑data usage restrictions (including operator size thresholds) and any upstream pass‑through terms. Any expansion such as increased concurrency, additional devices, geographic extension, extra channels or extended storage, requires a prior Order Form with 24i and may not be activated downstream until 24i confirms in writing.
12.8. The Client may reference 24i and its services in business‑to‑business communications with Reseller Customers, but may not reference 24i in communications to Subscribers, Users or the general public, and shall not imply that Reseller Customers are 24i’s customers or that 24i provides services directly to them.
12.9. The Client shall not (i) grant any rights beyond those expressly permitted in the Client’s own Order Forms, (ii) sub‑license further tiers beyond the first Reseller Customer level without 24i’s prior written consent, (iii) allow redistribution or resale of licensed EPG or data, or (iv) circumvent platform security, telemetry or usage‑control mechanisms. Any such violation constitutes a material breach.
12.10. 24i may, on written notice, or immediately in the case of urgent risk, suspend provisioning to particular Reseller Customers or apply technical or territorial restrictions as necessary to address rights, security, compliance, export or sanctions concerns, or where the Client fails to enforce required downstream terms. 24i shall act proportionately and restore service once the issue has been remedied, without prejudice to any other remedies (including termination for cause) under the GTCs.
12.11. The Client shall defend, indemnify and hold 24i harmless from all claims, fines, penalties, losses and costs (including reasonable legal fees) arising from or related to (i) any breach by a Reseller Customer, Subscriber or User of the flowed‑down terms, (ii) failures to obtain or maintain content rights, (iii) infringement allegations tied to downstream use, and (iv) non‑compliance with applicable laws, export controls or sanctions. This indemnity is cumulative of, and does not limit, any other indemnities under the GTCs.
12.12. Where a change or expansion originates from a Reseller Customer, the Client must submit the request to 24i and obtain an executed Change Order or an updated Order Form before enabling such change downstream. Any interim work performed by 24i will be treated as Professional Services billable to the Client.
12.13. Any reseller wording previously exchanged that conflicts with this clause is superseded. Nothing in this clause limits 24i’s rights in respect of export controls or sanctions, confidentiality, security, open‑source software or the SLA.
13. Representations And Warranties
13.1. Client represents and warrants to 24i that on the Signature Date of an Order Form and/or a Statement of Work, the following is true and accurate:
a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation;
b) it has full power and authority to sign and enter into an Order Form and/or a Statement of Work, and to comply with its obligations thereunder as well as with the ones included in these GTCs;
c) the signature of an Order Form and/or a Statement of Work by Client (jointly with these overarching GTCs), constitutes legal, valid and binding rights and obligations of Client which are enforceable in accordance with its terms, including but not limited to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally;
d) the signature of an Order Form and/or a Statement of Work by Client, and the performance by 24i of its obligations under the applicable Order Form and/or a Statement of Work (jointly with these overarching GTCs), does not and will not result in a breach, default or violation of any contract, license, indenture, instrument, commitment or agreement to which Client is a party or by which Client or its assets is otherwise bound; and
e) the execution and performance of an Order Form and/or a Statement of Work by 24i will not conflict with or violate any provision of any country’s or countries’ law having applicability to Client.
13.2. 24i represents and warrants to Client that on the Signature Date of an Order Form and/or a Statement of Work, the following is true and accurate:
a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation;
b) it has full power and authority to abide by the rights and obligations set forth in Order Forms and/or in Statement of Works, and to comply with its obligations thereunder as well as with the ones included in these GTCs;
c) the Software, Services and/or Equipment provided by 24i will perform substantially in accordance with the Service Description and with the imperative applicable regulations.
d) That the Equipment provided by 24i is subject to a warranty period of 12 months, and in accordance with the Equipment Limited Warranty provisions;
13.3. 24i does not guarantee that the Software, Services and/or Equipment made available to the Client are free of Defects and functions without interruption, nor that such Software, Services and/or Equipment will work uninterruptedly and flawlessly in all combinations desired by Client. 24i shall make all reasonable efforts to remedy any Defects in accordance with the provisions set forth in Clause 4.3 of these GTCs. With respect to any mandatory legal guarantee of hidden defects, 24i will only be obliged to guarantee them to the extent that it is aware of them at the time of sale.
13.4. The contractual warranties provided by 24i do not apply to any Defect or non-conformity to the extent not caused by 24i or its duly authorised Personnel. Without limitation, warranties do not apply to resources, licences, software or components provided by Client (including third-party software licences procured by 24i on Client’s behalf at Client’s request).
13.5. 24i’s warranty obligations to the Software, Services and/or Equipment shall not apply where any Defect or failure results from or is attributable to (i) normal wear and tear of the Equipment; (ii) removal, defacement or absence of serial numbers/identifiers such that the defective item cannot be reliably identified; (iii) tampering, unauthorised modification or repair by Client or any unauthorised third-party; (iv) improper installation, misuse, mishandling, or accidental damage; (v) incompatibility or faulty interaction with other software, hardware, networks or environments not supplied or expressly approved by 24i; (vi) use of any Software, Service, Equipment or Third-Party Solution contrary to the applicable licence terms, Service Description, documentation or agreed specific scope; (vii) failure to observe usage requirements, specifications or recommendations informed by 24i (including operating environment parameters stated in manuals, offers, Service Description, etc.); (viii) Client-requested technical modifications that give rise to the issue; (ix) presence of malware/virus in Client’s or its suppliers’ systems, networks or environments; (x) care, maintenance or administration entrusted to personnel not expressly authorised by 24i (including when Client or its auxiliaries hold admin/root rights enabling intervention in 24i’s operational responsibility; in such case, affected service levels are suspended to the extent impacted); (xi) Client’s or its third-party contractors’ failure to implement any update and/or upgrade or workaround made available by 24i that would have avoided or corrected the issue; (xii) Force Majeure; or (xiii) any other inappropriate or non-compliant use by Client of the Software, Services and/or Equipment provided by 24i.
13.6. Performance of Software, Services and/or Equipment may depend on the performance of Client or third-party suppliers (including their technologies). In such situations, 24i will use commercially reasonable efforts to cooperate with Client and such third-parties, but 24i has no liability for any Defect or failure not solely attributable to 24i and its Software, Services and/or Equipment. Where in scope, 24i will promptly inform Client of any such issue and cooperate to seek remediation from the relevant third-party at the third-party’s or Client’s cost.
13.7. Should any component of the Software, Services and/or Equipment (including Third-Party Solutions) become obsolete or unavailable after the Service Start Date, 24i may replace such component with a materially equivalent element. 24i shall use reasonable endeavours to provide six (6) months’ prior notice of end-of-Life/end-of-Support for material components. Any such replacement or unavailability does not constitute a breach of warranty or a breach of the Agreement.
13.8. If 24i provides analysis or remediation services in relation to alleged Defects that are outside warranty (including where no Defect is found), such services are chargeable on a time-and-materials basis at the then-applicable rates, together with any associated logistics costs.
13.9. DISCLAIMER. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN THESE GTCs, THE Software, Services and/or Equipment ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND 24i DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES WITH RESPECT TO THE Software, Services and/or Equipment PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
14. Equipment Warranty Procedure; Equipment Return Authorizations (ERA); Logistics; Spare Parts
14.1. If any Equipment supplied by 24i and paid by Client fails to conform to the applicable Service Description or to the Equipment warranty during the Equipment Warranty Period, Client shall promptly notify 24i in writing upon becoming aware of the defect (a “Defect”), providing available details sufficient to identify the affected item(s), describe the Defect, and reference the original Order Form and/or Statement of Work. Upon receipt, 24i may request additional diagnostic information and, if warranted, will issue an Equipment Return Authorisation (“ERA”) with instructions. For Equipment made available as a Service, 24i shall ensure it remains in good working condition and shall, at its discretion, repair or replace defective units. No ownership or title transfers to the Client. Client shall promptly report any defect or damage and follow 24i’s instructions for maintenance or return.
14.2. Following issuance of an ERA, Client shall dispatch the identified Equipment to 24i (or to a service location designated by 24i) carriage paid within five (5) days, in suitable protective packaging (original packaging where practicable) together with (i) the ERA reference, and (ii) a written defect description. Client shall use an express or airfreight carrier providing end-to-end tracking. If Client elects another method, Client shall notify 24i by email (with acknowledgment of receipt) before shipment, specifying the ERA reference, carrier, and tracking details.
14.3. Upon receipt, 24i will inspect and test the Equipment. At 24i’s option, 24i will repair or replace the defective element(s) of the identified Equipment. Replacement may be new or refurbished and materially equivalent in function and performance.
14.4. After repair or replacement, 24i shall return the Equipment to Client at 24i’s expense and risk to the site notified by Client in the ERA process. If the returned item is determined not defective or not covered by warranty, Client shall reimburse 24i’s actual shipping/handling costs and the reasonable costs of diagnosis, and the item may be returned at Client’s expense.
14.5. On reasonable prior written notice and subject to confidentiality, 24i may have Personnel attend at Client’s site during normal Business Hours to witness or review Client’s inspection procedures and results relating to the reported Defect. Scheduling shall be coordinated in good faith, taking account of Client’s processes and Personnel availability; 24i will advise Client in advance of the identity and roles of attendees.
14.6. ERA logistics do not alter the Parties’ rights under Retention of Title and Transfer of Risk. Risk of loss during outbound shipment to 24i is borne by Client; risk during the return shipment to Client is borne by 24i.
14.7. For Equipment provided as a Service, return shall occur at the end of the Service Period or upon 24i’s reasonable request, in accordance with 24i’s return procedures.
14.8. Client shall provide all reasonable cooperation, including access to logs, configuration details, and qualified personnel, to facilitate diagnosis and remedy.
14.9. 24i will ensure the availability for sale of spare parts (or functionally equivalent replacements suitable for substitution) for the Equipment for three (3) years from the Equipment’s delivery date.
14.10. This clause governs process and logistics and does not extend or modify the scope or duration of any warranty beyond what is expressly stated in these GTCs or the applicable Order Form.
15. Indemnity; 24i Limited Liability
15.1. 24i shall defend, indemnify and hold harmless Client from and against any third-party claim alleging that Client’s authorised use of the Software, Services and/or Equipment under the Agreement infringes a proprietary right (including patents, copyrights, database rights, or trade secrets) in Switzerland and any additional territories expressly identified in the applicable Order Form and/or Statement of Work, and shall pay (i) the direct damages and costs finally awarded by a court of competent jurisdiction (or payable under a settlement approved in writing by 24i), and (ii) Client’s reasonable legal fees incurred at 24i’s request or with its prior written consent in the defence of such claim, in each case subject to the Agreement’s lawful exclusions and limitation of liability set forth in Clause 15.9 of these GTCs.
15.2. The obligations specified in Clause 15.1. apply only if Client: (i) notifies 24i in writing of the claim within five (5) calendar days of becoming aware of it (or promptly, provided no material prejudice to 24i if later); (ii) provides reasonable cooperation and information; (iii) grants 24i exclusive control of the defence and settlement; and (iv) does not admit liability or settle the claim without 24i’s prior written consent.
15.3. 24i shall have no obligation under Clause 15.1. to the extent the claim arises from: (i) Client Information, Client’s systems’ or device’s specifications, or designs supplied by or on behalf of Client; (ii) use, combination, operation or modification of the Software, Services and/or Equipment with items not supplied or expressly approved in writing by 24i, where the claim would have been avoided absent such use/combination/modification; (iii) use of the Software, Services and/or Equipment outside the scope of the Agreement, the Service Description, or applicable Order Form, Statement of Work or documentation (including environments or configurations not recommended by 24i); (iv) failure to implement any update and/or upgrade or workaround made available by 24i that would have avoided the alleged infringement; (v) Open Source Software components (as addressed in the Open Source clause); (vi) Client’s unauthorised admissions or settlement of a claim without 24i’s written consent; or (vii) claims tied to standards-based technology (including standard-essential patents) generally licensed to network/content service providers or device/application suppliers, where the asserted rights are not specific to the 24i implementation.
15.4. If a claim covered by 13.1. is made or, in 24i’s reasonable opinion, is likely to be made, 24i may, at its expense and discretion: (i) modify the affected Software, Services and/or Equipment so that it is non-infringing while materially preserving functionality; or (ii) procure for Client the continued right to use the affected Software, Services and/or Equipment; or (iii) replace the affected Software, Services and/or Equipment with a non-infringing one of materially equivalent functionality and performance.
15.5. If 24i, at its sole discretion, reasonably determines that providing the remedies described on items from (i) to (iii) of Clause 13.4. is impossible or disproportionate, 24i may terminate the affected Order Form and /or Statement of Work specific component on written notice to Client, in which case: (a) for Subscription Services, Platform Services and/or Licensed Software supplied on a time-limited basis, 24i shall credit or refund any pre-paid corresponding Fees for the terminated portion pro rata from the effective date of termination; and (b) for Equipment or other one-off deliverables purchased for a lump sum or anticipated payment, 24i shall, at its sole discretion, repair or replace the Equipment, or refund the corresponding Fees less the reasonable depreciation for use, and Client shall return the item per the ERA process. Any modification, replacement, licence procurement, or termination under Clauses 13.5. and 13.6. Of these GTCs is not considered a contractual breach nor represents an admission of liability.
15.6. 24i shall have the right to select counsel, direct the defence, and negotiate settlement (provided no settlement shall impose any non-monetary obligation on Client without Client’s consent, not to be unreasonably withheld). At 24i’s request, Client shall assign or subrogate to 24i rights necessary to conduct the defence to the extent permitted by applicable procedural rules.
15.7. Client agrees to indemnify and absolve 24i, its subsidiaries, affiliates, officers, agents, co-branders, other partners, or Personnel from any claim or demand, including reasonable attorneys' fees, asserted by a third party due to or arising from the breach of Client's obligations under the applicable Order Form and/or Statement of Work and these GTCs. This also includes but is not limited to claims related to the access and use by Client, Subscribers and/or Users to the Software, Services and/or Equipment, as well as the violation of these GTCs, Order Forms and/or Statements of Work signed by Client. Additionally, this indemnification extends to claims arising from the violation by Client, Subscribers and/or Users of any rights of another party.
15.8. 24i shall be liable only for proven, direct damages caused by its own acts or omissions constituting a breach of the Agreement. Any liability of 24i exists solely to the extent such damages are attributable to 24i and not to Client’s conduct or environment.
15.9. 24i’s total aggregate liability arising out of or in connection with any Order Form and/or Statement of Work in any contract year shall not exceed one hundred per cent (100%) of the Fees paid or payable by Client under that Order Form and/or Statement of Work for that contract year (the “Liability Cap”), corresponding to the related Software, Services and/or Equipment. Multiple claims arising from the same or a series of related events shall be treated as one Loss Event occurring on the date of the first such event. The Liability Cap applies irrespective of the legal basis of the claim (contract, tort, statute or otherwise). Nothing herein limits or excludes liability for (i) death or personal injury caused by negligence, or (ii) wilful misconduct or gross negligence. All other claims—including any indemnity obligations—are subject to this liability regime (including the Liability Cap), unless the Agreement expressly provides otherwise. Where the relevant Software, Services, Equipment and/or Third-Party Licensed Data are resold or otherwise sourced by 24i from an upstream provider, 24i’s liability for any claim relating to such third-party component is, in addition, limited to the amount actually recoverable by 24i from the upstream provider in respect of that claim and remains subject to all limitations, exclusions and remedies applicable under the upstream terms; 24i shall use commercially reasonable efforts to pursue available upstream remedies for Client’s benefit, and for such claims 24i’s liability shall be the lower of the Liability Cap and the amount actually recoverable upstream.
15.10. To the maximum extent permitted by law, 24i shall not be liable for any indirect, special, incidental, exemplary or consequential losses, including loss of profits, revenue, business, production, contracts, anticipated savings, goodwill or reputation, third-party claims, costs of procurement of substitute goods or services, or loss, corruption or destruction of data or documents (including restoration costs), whether or not foreseeable and even if 24i has been advised of the possibility of such losses. This limitation extends to damages arising from the use, access, misuse or reliance on the Software, Services and/or Equipment, the inability to use them, or the interruption, suspension or termination of any of them, including any damages incurred by third parties; the liability of 24i for corruption, destruction or loss of data or documents is at all times excluded. The limitation further applies to damages allegedly caused by other services or goods received through or advertised on the Software, Services and/or Equipment, or received through links provided therein, and to any information or advice received through or advertised on the Software, Services and/or Equipment or through links provided therein; it encompasses, without limitation, costs of procurement of substitute goods or services and lost data, and shall prevail notwithstanding any failure of the essential purpose of any limited remedy and to the fullest extent permitted by law.
15.11. 24i shall have no liability to the extent any loss is caused by (i) Client or its auxiliaries/subcontractors, (ii) third parties that are not auxiliaries of 24i (including Client’s vendors and upstream data/content providers), or (iii) Force Majeure. 24i shall have no liability for defects, failures or delays arising from improper installation, misuse, mishandling, accidental damage, incompatibility with Client-provided software, hardware or networks, operation outside the Service Description or documentation, Client-requested technical modifications, the presence of malware or viruses in Client’s or its suppliers’ systems, failure to implement updates and/or upgrades or workarounds provided or made available by 24i that would have avoided the issue, or care, maintenance or administration performed by personnel not authorised by 24i; where Client (or its auxiliaries) holds admin/root rights enabling intervention in 24i’s operational responsibility, affected service levels shall be suspended to the extent impacted by such intervention. 24i shall have no liability for the unavailability, inaccuracy, untimeliness or incompleteness of Third-Party Licensed Data or other third-party content sources, or for outages or delays attributable to third parties outside 24i’s reasonable control.
15.12. Under no circumstances shall 24i or its licensors be liable for any delay or failure in performance resulting directly or indirectly from events or causes beyond 24i’s reasonable control, including internet failures, computer or telecommunications failures, other equipment failures, power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light or air conditioning (“Force Majeure”).
15.13. Client acknowledges that the representations and warranties, limitation of liability and indemnity provisions of these GTCs form an essential basis of the bargain between the Parties and that, absent such provisions, the terms (including commercial and economic terms) of the applicable Order Forms and/or Statements of Work would be substantially different.
16. Confidentiality
16.1. All non-public information disclosed or made available by a Party to the other in connection with the Agreement, whether oral or written, in any form or medium, whether or not marked confidential, including business, commercial, financial, legal, accounting, technical and marketing information, know-how, data (including content data of Client applications processed or stored by 24i on Client’s behalf), processes, software, drawings, formulas and all copies thereof, shall be treated as Confidential Information and used solely for the performance of the Agreement (including any Order Form or Statement of Work).
16.2. The receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses for its own information of a similar nature, and in no event less than a reasonable standard of care; (ii) disclose Confidential Information only to its and its affiliates’ personnel and auxiliaries (including subcontractors, advisers, auditors and prospective financing or M&A counterparties) who have a strict need-to-know for the permitted purpose and are bound by written duties of confidentiality no less protective than those set out herein; and (iii) not use Confidential Information, in whole or in part, for any purpose other than the performance of the Agreement without the disclosing Party’s prior written consent. The Parties undertake, and shall procure that their auxiliaries in Switzerland and abroad undertake, to keep confidential all information obtained in relation to the provision of services under the Agreement, the contractual relationship itself, and the other Party’s customers and business relationships, to the extent such information is not generally known. Confidential Information shall not be made available to third parties other than such auxiliaries except as permitted by the Agreement, expressly authorised in writing by the disclosing Party, or required by court order or applicable law.
16.3. The obligations of confidentiality shall not apply to information that the receiving Party can demonstrate: (a) is or becomes public other than through a breach of this clause; (b) is lawfully received from a third party without a duty of confidence; (c) was already in the receiving Party’s possession without restriction prior to disclosure; (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (e) is authorised for release by the disclosing Party in writing. If the receiving Party is required by law, regulation or a competent authority to disclose Confidential Information, it shall, to the extent lawful, provide the disclosing Party with prompt written notice to enable it to seek protective measures, and shall disclose only the portion of Confidential Information that is legally required to be disclosed.
16.4. To the extent 24i Processes Personal Information on behalf of Client, the Parties’ Data Processing Agreement (DPA) governs and prevails within its scope. For content data and other non-personal Confidential Information entrusted by Client to 24i in relation to the services, the security and confidentiality measures and incident-handling principles set out in the DPA shall apply mutatis mutandis, to the extent reasonably appropriate, even where such information does not constitute Personal Information. With respect to duties of confidentiality applicable to Client under special statutes, 24i and any auxiliaries engaged by it shall not be deemed Client’s auxiliaries within the meaning of criminal law and shall be responsible for compliance with such statutory duties only where this has been expressly agreed in writing.
16.5. Upon the disclosing Party’s written request, and in any event upon termination or expiry of the Agreement (or the relevant Order Form or Statement of Work), the receiving Party shall promptly cease use of, and return or securely destroy, the disclosing Party’s Confidential Information (including copies then in its possession or control), subject to (i) any mandatory legal retention requirements and (ii) routine electronic backups retained in accordance with standard retention schedules, in which case such backups shall remain subject to the confidentiality obligations herein until overwritten; upon request, the receiving Party shall confirm such return or destruction in writing.
16.6. The foregoing obligations survive termination or expiry of the Agreement for a period of five (5) years from such termination or expiry; for trade secrets and source code expressly identified by the disclosing Party, the obligations continue for so long as such information remains a trade secret or is not publicly disclosed by the disclosing Party. Nothing in this clause limits either Party’s rights or obligations under the DPA.
17. Data Protection, Data Processing Addendum
17.1. Each Party shall process Personal Information relating to employees and other auxiliaries of the other Party in the context of the contractual relationship. These include e.g. name, postal/email/IP address, telephone number, occupation/function, means of identification, copies of ID cards, etc. For purposes of performing the contract and maintaining the contractual relationship (e.g. communication, entry/access control, trouble reports, orders, invoicing, satisfaction analyses, information about new products, invitations to events, etc.), the Parties are jointly responsible for processing these Personal Information on their own respective systems while using appropriate technical and organisational measures to safeguard the data. Each Party shall comply with the Data Protection Legislation when processing the Personal Information of employees and other auxiliaries of the other Party (particularly when engaging contract data processors and when transmitting data abroad). Each Party shall inform its employees and other auxiliary persons of the processing by the other Party, shall act as the primary point of contact for their rights as data subjects and shall comply with its reporting and notification duties vis-à-vis the supervisory authority and the persons affected by a breach. The Parties shall inform each other in this regard and shall coordinate with each other. In their internal relationship, the Parties shall only be liable for losses caused by their own acts or omissions.
17.2. To the extent that the provision of Software, Services and/or Equipment by 24i to Client includes the processing of Personal Information or any other information from natural persons subject to the Data Protection Regulations, as defined in these GTCs, the terms and conditions set forth in the following 24i Data Processing Addendum (DPA) shall apply.
17.3. Where feasible and appropriate, Client shall de-identify Personal Information (e.g., hashing/pseudonymisation) before providing it to 24i, without limiting 24i’s obligations under the DPA.
18. License to Anonymous Aggregate Data
18.1. Client hereby grants to 24i a worldwide, irrevocable, royalty-free license to use, process, analyze, and exploit Anonymous Aggregate Data derived from Client's use of the Software, Services and/or Equipment. Client shall include in the agreements sufficient provisions to ensure its Subscribers and/or Users are aware and acknowledge that they automatically grant to 24i a worldwide, irrevocable, royalty-free license to use, process, analyze, and exploit Anonymous Aggregate Data derived from their access and use of the Software, Services and/or Equipment (which, for the avoidance of doubt, are provided from 24i to Client and subsequently by Client to its Subscribers and/or Users).
18.2. The irrevocable licenses granted allow 24i to utilize Anonymous Aggregate Data for the sole purpose of improving its Software, Services and/or Equipment, other software, enhancing services, and potentially building derivative products. This includes but is not limited to refining features, optimizing performance, and developing new functionalities based on insights derived from the Anonymous Aggregate Data.
18.3. The license granted does not extend to the use of data in a manner that would compromise the privacy or confidentiality of individuals or entities. 24i commits to maintaining the anonymity and aggregative nature of the data throughout its usage. 24i agrees to treat Anonymous Aggregate Data as Confidential Information and will not disclose the specific data contributors or any information that could reasonably lead to their identification. This license is exclusive to Anonymous Aggregate Data and does not grant 24i the right to use individual or identifiable data without explicit consent from individuals and/or entities.
19. Ethics, Anti-Corruption and Responsible Business
19.1. Each Party shall conduct its business in accordance with all applicable national, European, and international laws and standards regarding ethical conduct and responsible business, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the UK Bribery Act 2010, the OECD Anti-Bribery Convention, and other relevant European and international anti-bribery and anti-corruption legislation. These obligations extend to all activities, whether conducted domestically or overseas, involving or impacting jurisdictions where such laws apply.
19.2. Each Party shall not, directly or indirectly, offer, promise, authorise, give, solicit or accept any bribe, kickback, facilitation payment, improper advantage, or thing of value to or from any person (including public officials) in connection with the Agreement. Gifts, hospitality and expenses (if any) must be modest, lawful, transparent, and properly recorded, and never intended to unduly influence a decision or secure an improper advantage. Political or charitable contributions shall not be used to influence any business decision relating to the Agreement.
19.3. Where anti-corruption or equivalent responsible-business laws are not directly applicable to Client, Client shall use best efforts to implement and maintain at least a code of conduct and appropriate internal controls designed to prevent corruption and influence-peddling.
19.4. Each Party shall ensure that its suppliers, subcontractors, auxiliaries and other third parties engaged in connection with the Agreement are contractually bound to obligations no less protective than those set out in this clause and shall exercise reasonable due diligence and oversight over such third parties. Client shall in particular flow down these obligations to third parties involved in the use of the Software, Services and/or Equipment.
19.5. Each Party shall maintain accurate and complete books and records that fairly reflect transactions and dispositions of assets related to the Agreement and shall retain them in accordance with applicable law and its document-retention policies.
19.6. Each Party shall promptly notify the other in writing upon becoming aware of a suspected or actual breach of this clause in connection with the Agreement and shall co-operate in good faith to assess and address the matter, including implementing a remediation plan where appropriate.
19.7. Upon reasonable written request, a Party shall provide the other with a written certification (signed by an authorised representative) confirming its compliance with this clause in connection with the Agreement.
19.8. Any material breach of this clause shall constitute a material breach of the Agreement and may entitle the non-breaching Party to exercise its rights under the termination clause (including extraordinary termination of the affected Order Form(s)/SOW(s)) and to seek any other remedies available at law or in equity.
19.9. This clause applies in addition to any other compliance-related provisions of the Agreement (including Export Controls & Sanctions) and survives termination or expiry of the Agreement.
20. Notices
20.1. Any notice, demand, or request required or permitted to be given or made under these GTCs, Order Forms, and/or Statements of Work will be in writing and will be deemed given or made when delivered in person or sent by overnight courier, pre-paid ordinary mail to the registered office of the other Party. Any such notice, demand, or request shall be deemed given, served, or made:
a) if delivered by hand, at the time of delivery;
b) if sent by overnight courier, the next Business Day after handing over to the courier;
c) if sent by ordinary mail, (a) to a postal address in the Netherlands, three (3) Business Days after posting;
d) to a postal address outside the Netherlands, ten (10) Business Days after posting, or
e) If sent by e-mail to a valid email address indicated by the Parties with proof of receipt.
21. Miscellaneous
21.1. This GTCs and the corresponding Order Forms and/or Statement of Work constitutes the entire agreement of the Parties in respect of the provision of Software, Services and/or Equipment by 24i to Client and supersedes all prior oral and written agreements or understandings between the Parties in that respect. The applicability of any Client's general terms, terms of use, or any other Client's terms and conditions is explicitly excluded.
21.2. Any rights and obligations set forth in Order Forms and Statements of Work are non-assignable and any attempted or purported assignment of any rights or obligations by a Party shall be null and void unless approved in writing in advance by the other Party. Notwithstanding the generality of the foregoing, either Party is entitled to assign and transfer its rights and obligations under Order Forms and Statements of Work in the event of a sale of the entire business or substantially all of the assets of that Party ("Business Sale").
21.3. Each Party shall bear its own costs and expenses incurred by it in connection with the negotiations, execution, and signature of Order Forms and Statements of Work. Neither Party’s failure to exercise any of its rights hereunder shall constitute a waiver of such rights or in any other way prejudice such rights, and the Client expressly waives any rights of retention, suspension, or set-off of whatsoever nature it may have in accordance with the applicable laws or otherwise.
21.4. Should any Clause within these GTCs be deemed null and void or invalidated by any court or tribunal of competent jurisdiction, the remaining Clauses shall continue to be fully effective unless such remaining Clauses are deemed to be indissolubly connected with the void or unenforceable provision. In such instances, 24i shall replace the invalid or invalidated Clauses, and the Client will be notified by 24i by email with respect to such changes and amendments accordingly. These GTCs may be amended from time to time by 24i and the Client will be notified by 24i by email with respect to such changes and amendments. To the extent Client continues to access and/or use the Software, Services and/or Equipment after such notices, it automatically agrees to the updated version of these GTCs which shall apply to the then-current contractual relationship between the Parties.
21.5. Nothing in the Agreement confers any rights or remedies upon any person other than the Parties and their permitted successors and assigns, save to the extent expressly stated otherwise in an Order Form or Statement of Work. Electronic signatures and counterparts are valid; a copy or electronic record of a signed document has the same legal effect as an original, to the extent permitted by applicable law.
22. Governing Law And Jurisdiction
22.1. TVaaS Orders. Where an Order Form or Statement of Work relates exclusively to 24i’s TV-as-a-Service offering (24i TVaaS), these GTCs, the relevant Order Form/Statement of Work, and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The parties submit to the exclusive jurisdiction of the courts of Bern, Switzerland.
22.2. All Other Orders. Where an Order Form or Statement of Work relates solely to 24i products or services other than TVaaS (e.g., 24i Video Cloud, 24iQ, FokusOn), these GTCs, the relevant Order Form/Statement of Work, and any related dispute shall be governed by the laws of the Netherlands, excluding the CISG. The courts of Amsterdam, the Netherlands shall have exclusive jurisdiction.
22.3. U.S.-Based Clients.Notwithstanding the foregoing, where the Client is domiciled in the United States of America, or where expressly agreed in an Order Form or Statement of Work, these GTCs, the relevant Order Form/Statement of Work, and any related dispute shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of California and waive any objection to venue or forum on grounds of inconvenience. In such cases, this clause replaces and supersedes Clause 22.2 of the main body of the 24i GTCs.
Annex I to 24i GTCs - Definitions
In these GTCs, unless otherwise specified, words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. References to a person shall include an individual, partnership, corporate body, and unincorporated association. References to any Party shall include its personal representatives, lawful successor in title, and permitted assigns. The words “include”, “including” and “includes” shall be deemed to be followed by the words “without limitation”.
Agreement has the meaning ascribed to it in Clause 1.1 of these GTCs;
Anonymous Aggregate Data means the information generated by the Client and Client's Subscriber and/or Users such as content, statistics, usage patterns, or other related information produced during the course of Client's and Client's Subscriber’s and/or Users' interaction with 24i Software, Services and/or Equipment that has undergone a process of anonymization and aggregation to a level ensuring the complete anonymity of individuals and/or entities contributing to the Anonymous Aggregate Data. The Anonymous Aggregate Data is meticulously stripped of any personally identifiable information and it is presented in a format that guarantees both confidentiality and privacy for individuals and/or entities;
Basic Package applicable to the 24i TVaaS only, means the core set of components included in 24i TVaaS, as described in the TVaaS Service Description. The Basic Package covers essential services such as reception and encoding of broadcast signals, stream packaging, storage, DRM and CDN delivery, EPG provision and baseline support. Any services listed as “Optional Services” are excluded from the Basic Package;
Billing Period means the interval of time in which the Subscription Services, Platform Services and/or Licensed Software are provided by 24i subject to the payment of the corresponding Fees paid by Client. For the avoidance of doubt, the Billing Period can be a month, a quarter, a year, or any different interval in time outlined in an Order Form signed by the Client;
Budgetary Order Form means the formal document issued by 24i outlining the terms, conditions, and Fees associated with the provision of Software, Services and/or Equipment to Client. The Budgetary Order Form serves as an official offer, and includes a high-level description of the Software, Services and/or Equipment offered, the associated Fees, the Expiration Date, and any other relevant commercial terms specific to the contemplated transaction;
Business Day means a day which is not a Saturday, Sunday or a public holiday in the country where the Software, Services and/or Equipment are provided;
Business Hours means the period of time comprehended between 8h and 17h in a Business Day in the country where the Software, Services and/or Equipment are provided;
Business Sale has the meaning ascribed to it in Clause 16.2 of these GTCs;
Call means a support and maintenance request or incident report submitted by the Client, containing a description of the issue and the proposed Priority Category.
Change Request means a written request from the Client to modify the features, scope, milestones, or commercial terms of an Order Form or Statement of Work.
Channel applicable for the 24i TVaaS only, means a discrete linear television feed, delivered in SD, HD or UHD, that 24i receives (via satellite uplink, studio ingest, media exchange or DVB‑T) and processes for delivery through its TVaaS platform which are contracted by Client as outlined in an Order Form. Channels are classified as either Free‑to‑Air (FTA) or Pay: FTA channels are publicly receivable in Switzerland or Liechtenstein and fall under the GT12 agreement, whereas Pay channels (including encrypted channels, free‑TV channels with Swiss advertising and other channels requiring specific distribution rights) require the Client to secure additional rights from the broadcaster. 24i reserves the right to adjust the channel line‑up due to technical or legal constraints, and the Client must consult the channel list maintained in the Partner Portal for the current line‑up.
Clause means a Clause of this GTCs;
Client means the individual or organisation that contracts 24i for the provision of 24i Software, Services and/or Equipment;
Client Information has the meaning ascribed to it by Clause 7.1. of these GTCs;
Confidential Information means any information of a confidential and/or proprietary nature, however conveyed or presented, including the information received before the Signature Date, that relates to without limitation, the Client Information, the Personal Information, know-how, ideas, concepts, trade secrets, designs, product information, specifications, manuals, computer programs, data and/or information about its business, operations, strategy, administration, pricing policies, technology, affairs, experimental work, clients, customers, employees, contractors or suppliers in relation to a party, its affiliates or its or their directors, officers, employees or customers or third parties to whom it owes a duty of confidentiality, and (b) the terms of this GTCs, as well as of the Order Forms and Statement(s) of Work signed by Client, together with all information clearly designated as being confidential (whether or not it is marked "“confidential"”), or which ought reasonably be considered to be confidential;
Correction Time means the elapsed time between 24i’s first response to a Call and the completion of the corrective action that resolves the Incident, measured separately for P1/P2 Incidents and P3/P4 Incidents as stated in the SLA;
Data Processing Addendum or DPA has the meaning ascribed to it on clause 1.1 of the DPA;
Data Controller has the meaning ascribed to it by the Data Protection Legislation applicable for the corresponding Software, Services and/or Equipment;
Data Processor has the meaning ascribed to it by the Data Protection Legislation applicable for the corresponding Software, Services and/or Equipment;
Data Subjects has the meaning ascribed to it by the Data Protection Legislation applicable for the corresponding Software, Services and/or Equipment;
Defects means any failure of 24i Enablement Services to the Software, Services and/or Equipment to comply with the applicable Handover Configuration Document;
Device means any hardware or electronic device, including but not limited to mobile phones, SmartTVs, set-top boxes (STBs), and similar devices capable of accessing and running 24i Software, Services and/or Equipment;
Downtime means the total time within a calendar month during which the Software, Services and/or Equipments are unavailable, excluding any Scheduled Maintenance periods;
Enablement Services mean the services provided by 24i to the Client for the integration of the Software, Services and/or Equipment with Client's system subject to the payment of the corresponding Fees outlined in an Order Form. Enablement Services encompass a range of activities, including but not limited to software coding and development, customizations, and configurations which are required for enabling the Client to access the Subscription Services, the Platform Services and/or the Licensed Software;
Enablement Fees mean the one-off Fee charged by 24i from Client for the provision of the Enablement Services as outlined in an Order Form;
Equipment means any hardware, physical devices supplied or provided by 24i for temporary or ongoing use by the Client under a service or subscription model, with or without transfer of ownership by 24i, for the use with the TV‑as‑a‑Service offering, all of that as set forth in an Order Form, including but not limited to customer‑premises hardware and any associated accessories and documentation, intended solely to enable reception and delivery of the TVaaS service within the permitted territory and are provided under the terms of the applicable Order Form;
Equipment Limited Warranty applicable for the 24i TVaaS only, means the limited warranty provided by 24i for any hardware supplied to the Client under an Order Form. It guarantees that, for a period of twelve (12) months from the Handover Date, the Equipment will materially conform to the specifications in the Equipment Manufacturer Specification attached to the Service Description. During the warranty period, 24i will, at its option, repair or replace any Equipment that fails to meet the Equipment Manufacturer Specification. The warranty applies only to defects attributable to 24i and does not cover normal wear and tear, damage caused by misuse, unauthorised modification or repair, improper installation, or interactions with third‑party software, hardware or networks. Warranty claims must be submitted and processed in accordance with the Equipment Warranty Procedure set forth in the Clause 14 of these GTCs, and no warranty obligations extend beyond the term or scope expressly stated in the GTCs or the applicable Order Form.
Equipment Manufacturer Specification means the technical specifications and operating requirements issued by the manufacturer for the Equipment supplied under an Order Form or Statement of Work;
Equipment Warranty Procedure means the procedure described and detailed in Clause 14 of these GTCs;
Equipment Return Authorizations (ERA) means 24i’s written authorisation to Client to return the identified Equipment for repair or replacement and must accompany the shipment. Without a valid ERA and compliance with the specified packaging and shipping instructions, 24i is not obliged to accept or process the returned Equipment;
Equipment Warranty Period means the twelve (12) month period commencing on the Handover Date for each unit of Equipment supplied by 24i to the Client. During this period, the Equipment is covered by the Equipment Limited Warranty set out in the GTCs. The warranty period expires at the end of twelve months unless a longer period is expressly stated in the applicable Order Form or Statement of Work.
Electronic Programme Guide (EPG) means the metadata containing channel schedules, programme titles, summaries and other information used by devices or applications to display TV listings and manage time‑shifted services.
Expiration Date means the specific date stipulated in a Budgetary Order Form upon which it expires and is no longer considered as a valid commercial offer from 24i to Client for the provision of the Software, Services and/or Equipment;
Fees mean the amounts payable by Client for the Software, Services and/or Equipment provided by 24i as set out in the applicable Order Form and/or Statement of Work, including but not limited to the Enablement Fees, the Subscription Fees, the Platform Fees, the License Fees, the Professional Service Fees, the Maintenance & Support Fees and Fees or other usage base charges when Equipment is made available as a Service to Client;
Force Majeure has the meaning ascribed to it on Clause 15.12 of these GTCs.
GT12 applicable exclusively for 24i TVaaS, means the “Common Tariff 12” industry agreement under Swiss copyright law that requires TV providers to compensate broadcasters for the time‑shifted use of their content, which was negotiated by Swiss distribution associations (such as Suissedigital and Swisstream) and Swiss copyright collecting societies including ProLitteris, SSA, SUISA, SUISSIMAGE and SWISSPERFORM to ensure that replay TV remains legally compliant and financially viable;
GTCs mean these 24i General Terms and Conditions;
Handover Configuration Document means the document that specifies and describes the features, functionalities, and configurability options selected by Client from the available ones as outlined in the applicable Service Description. The Handover Configuration Document is an integral part of the binding legal agreement between the Parties and incorporated to the corresponding the Order Form or Statement of Work;
Handover Date means the specific date on which 24i delivers the Enablement Services to allow Client to access the Software, Services and/or Equipment outlined in an Order Form to the Client (including but not limited to the instructions on how to access and operate the Software, Services and/or Equipment);
Incidents means a support or maintenance request submitted by the Client in which a malfunction, interruption or imminent failure of the Software, Services or Equipment is reported, and which requires 24i’s attention to restore normal operation, as set forth in the SLA.
Incident Correction means the process by which 24i diagnoses and resolves an Incident, restoring normal functionality, as set forth in the SLA.
P1 (Urgent Incident) means a critical Incident that causes a complete outage or failure of a core function of the Software, Services or Equipment, with no reasonable workaround, as set forth in the SLA;
P2 (High Priority Incident) means an Incident that severely impairs functionality or disables key features without a complete outage, and for which no reasonable workaround exists, as set forth in the SLA;
P3 (Medium Priority Incident) means an Incident that affects non‑critical functionality or causes minor degradation. A workaround is generally available. Response time is within 24 hours during Business Hours; correction is scheduled by agreement, as set forth in the SLA;
P4 (Low Priority Incident) means a low‑impact issue (such as cosmetic defects or feature requests) that does not materially impair operations. Response time is within 24 hours during Business Hours; correction is scheduled by agreement or included in a future release, as set forth in the SLA;
Impressions, Stream Start or Play means a Usage Metric corresponding to the initiating the playback of certain content (such as but not limited to: video, podcast, audio, broadcast, etc.) by Client’s Subscribers and/or Users. For avoidance of doubt, actions such as refreshing the playback context and/or re-initiating playback will be counted as new Impression, while pausing, resuming, seeking within the content, or switching playback devices without a new request are not considered additional Impressions.
Intellectual Property means all intellectual and industrial property rights of all kinds, anywhere in the world whether registered, registerable or otherwise, including without limitation patents, utility models, trademarks, logos, brand company names, domain names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these are registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
Invoice has the meaning ascribed to it in Clause 8.6 of these GTCs;
Item has the meaning ascribed to it in Clause 7.14 of these GTCs;
License Fees mean the Fees charged by 24i from Client for the provision of Licensed Software as outlined in an Order Form;
Licensed Software means the downloadable software provided by 24i to Client subject to the payment of the corresponding License Fees, all as outlined in the applicable Order Form;
Maintenance & Support Services mean the Maintenance & Support Services provided by 24i subject to the payment of the corresponding Fees by Client, which are exclusively related to the Subscription Services, the Platform Services, and/or the Licensed Software also provided by 24i to Client, all as set forth in an Order Form. The provision of Maintenance & Support Services by 24i is described in detail in the Service Level Agreement, which is an integral part of these GTCs;
Maintenance & Support Fees mean the Fees owed by Client to 24i for the provision of the Maintenance & Support Services as set forth in an Order Form;
Minimum Contracted Quantity means the minimum number of Unit Types that Client contracts from 24i for a specific period in time (e.g. in a month) subject to the payment by Client to 24i of the corresponding Fees as specified in an Order Form;
Monthly Active User (MAU) means a Unit Type that indicates the number of a Subscribers and/or Users that have interacted at least once with the Software, Services and/or Equipment across any Device in a certain interval of time as outlined in an Order Form (i.e. an User and/or a Subscriber can make multiple actions over a month);
New Release means a major new version of the Software, Services or Equipment made available by 24i that introduces material functional enhancements, modifications or updates. Installation of a New Release requires Scheduled Maintenance and is announced in advance; it will not be commenced without the Client’s prior permission. New Releases are installed during the Scheduled Maintenance Window (normally 01:00–06:00 local time in Switzerland) and may supersede prior releases. If the Client declines to install a New Release after being notified, 24i may not be able to continue supporting the previous release;
Order Form has the meaning ascribed to it in Clause 2.1 of these GTCs;
OSS (Open Source Software) means any software, source code or component that is distributed under an open‑source or free‑software licence and that is incorporated into 24i’s Software, Services or Equipment. OSS components are not licensed under the GTCs; instead, each such component is licensed to the Client under its own OSS Licence, which governs the Client’s permitted use. OSS components are provided “as is” without any warranty from 24i except to the extent an applicable OSS Licence expressly requires otherwise;
OSS License means the open‑source licence under which a particular Open Source Software component incorporated into 24i’s Software, Services or Equipment is distributed. Each OSS Licence is granted by the original rights holder of that component and governs the Client’s permitted use, modification and redistribution of it. OSS Licences often require royalty‑free distribution, continuation of the same licence terms in derivative works, or disclosure of source code. Open‑source components included in the Software are not licensed under these GTCs; they are licensed to the Client solely under their respective OSS Licences, which prevail over these GTCs as to those components;
Overage means the Fees owed by Client to 24i in case (i) Client does not formalize an upgrade to a more adequate Subscription Tier and exceeds the Minimum Contracted Quantity in a specific period in time, all as set forth in an Order Form. If the Overage is not defined in an Order Form it shall correspond to 1.5 (one point five) times the Fees applicable to the Subscription Tier then contracted by Client;
Optional Services Applicable for the 24i TVaaS only, mean the orderable add‑on services not included in the Basic Package, which the Client may select for an additional Fees. They are described in the TVaaS Service Description and may include, for example, extra channels (SD/HD/UHD), expanded storage or longer retention periods, increased concurrency or additional STB limits, server‑side ad insertion (SSAI) and RAP integrations, multi‑CDN options, enhanced EPG/metadata services, analytics and reporting packages, upgraded SLA tiers, teletext and radio catalogue extensions, geographic expansion beyond Switzerland, and other Professional or bespoke Services. Optional Services are only provided if explicitly ordered in an Order Form or Statement of Work and are subject to the payment of corresponding Fees and any specific terms and conditions stated therein;
Party means 24i or Client individually (that when referred to jointly are defined as Parties);
Payment Terms means the interval of time from the date an Invoice is issued by 24i and the date Client shall pay the applicable Fees, all as set forth in an Order Form and/or a Statement of Work. In case the Payment Term is not defined in the Order Form and/or in the Statement of Work it will be 30 (thirty) days from the date in which the Invoice is issued by 24i;
Permitted Purpose means the purposes for which 24i is permitted to process Personal Information as more particularly described in Annex II to the Data Processing Addendum - Details of Personal Information Processed;
Personal Information has the meaning ascribed to it by the Data Protection Legislation applicable for the corresponding Software, Services and/or Equipment;
Data Protection Legislation means, strictly to the extent that these are applicable to the provision of any Software, Services and/or Equipment by 24i to Client, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Information and on the free movement of such data (General Data Protection Regulations - GDPR) and/or such applicable national laws enacting the aforementioned regulations; and/or the California Consumer Privacy Act of 2018 (CCPA), as amended by the CPRA, and any similar U.S. state data-privacy laws;
Permitted Region means the territories in which Personal Information may be processed, namely the European Economic Area (EEA), Switzerland, the United Kingdom and any other jurisdictions expressly authorised in the DPA and permitted under applicable Data Protection Legislation.
Personnel means any individuals employed or engaged by 24i involved in the provision, support, or management of 24i Software, Services and/or Equipment to the Client. This includes but is not limited to employees, contractors, consultants, or any other Personnel acting on behalf of 24i;
Personnel-Day means the Unit Type used to calculate the Professional Service Fees within a specific time interval. It signifies one day of effort provided by Personnel engaged in delivering Professional Services to the Client, as outlined in a Statement of Work. For clarity, a Personnel-Day corresponds to 8 (eight) Personnel-Hours;
Personnel-Hour means the Unit Type used to calculate the Professional Service Fees within a specific time interval. It signifies one hour of work contributed by 24i Personnel engaged in the provision of Professional Services to the Client, all as outlined in the applicable Statement of Work;
Platform means the operational systems in which the Subscription Services, Platform Services, and/or Licensed Software will be deployed as outlined in an Order Form (e.g. iOS, Android TV, web);
Platform Fees means the Fees charged by 24i from Client for the provision of the Platform Services as set forth in an Order Form;
Platform Services means the services provided by 24i to Client for the deployment, management, and operation of the Subscription Services on the Platforms contracted by Client, all as set forth in an Order Form;
Priority Category means the classification (P1, P2, P3 or P4) assigned to an Incident based on its severity and impact, determining the applicable Response and Correction Times under the SLA.
Professional Services means the consulting, advisory, implementation, configuration, training or other professional services provided by 24i to the Client pursuant to and as detailed in a Statement of Work, including any associated deliverables and timelines agreed between the Parties;
Professional Service Fees means the Fees payable by the Client to 24i in consideration for the provision of Professional Services, as specified in the applicable Statement of Work, and calculated based on the Unit Types and rates outlined therein;
Purchase Order means a written order issued by the Client, referencing a specific purchase order number, which authorizes the procurement of Software, Services and/or Equipment from 24i in accordance with the applicable Order Form and/or Statement of Work;
Response Time means the maximum period between the Client submitting a support Call through 24i’s Support Web Portal and 24i acknowledging that Call. The SLA sets different targets depending on the Priority Category of the Incident;
Retention of Title means 24i’s contractual right to retain legal ownership of any Equipment supplied under an Order Form until the Client has paid in full the purchase price and any related charges for that Equipment. Even though risk of loss or damage passes to the Client upon delivery, the Equipment remains 24i’s property until title passes. During this period the Client must keep the Equipment clearly identified as 24i’s property, insure it at replacement value, maintain it in good condition, and may not sell, pledge, lease, lend or otherwise encumber it. Title transfers to the Client only when all outstanding amounts for the Equipment have been received by 24i.
Service Availability or Uptime means the percentage of total time in a calendar month that the Software, Services and/or Equipment are operational. Uptime is measured per minute, reported monthly and must be at least 99.5%. It is calculated by subtracting all Downtime in the month from the Total Time and dividing the result by the Total Time, then multiplying by 100. Scheduled Maintenance periods do not count as Downtime for this calculation;
Service Metrics mean the measurable parameters that govern 24i’s Maintenance & Support obligations under the Service Level Agreement. They include, at a minimum, the Call Window (the hours during which support requests may be logged), Service Hours (the hours during which support is provided), Response Time for different incident severities (P1, P2, P3 and P4), Correction Time targets for each severity, and Service Availability (Uptime);
Services means any and all services contracted by Client and provided by 24i as set forth in an Order Form and/or a Statement of Work, as the case may be, including but not limited to the Enablement Services, the Subscription Services, the Platform Services, the Professional Services, the Third Party Services, and the Maintenance & Support Services;
Service Start Date means the estimated date on which the Client gains access to the Subscription Services, the Platform Services and/or the Licensed Software provided by 24i, and the date in which the corresponding Fees start to be invoiced by 24i, all as set forth in an Order Form;
Service Description means the comprehensive technical description encompassing all features, functionalities, and configurability options of Software, Services and/or Equipment. The Client shall select specific services, features and/or equipment from the available options, and these selections will be included in the Order Form and in the Handover Configuration Document. For the avoidance of doubt, the Order Form and the Handover Configuration Document provided by 24i to the Client will only include the features, functionalities, and configurability options chosen and contracted by the Client from those made available by 24i, as detailed in each Service Description;
Service Level Agreement or SLA means the separate document that forms part of these GTCs and specifies the Maintenance & Support Services, Service Metrics, Response Times, correction times and availability targets applicable to the Software, Services and Equipment.
Service Tiers Distinct levels of minimum contracted quantities of Unit Types (such as Users, Subscribers, Impressions, Devices, Streams, concurrency, etc.) and corresponding feature sets offered by 24i. Each Service Tier specified in the Order Form and detailed in the applicable Service Description defines the scope of access to Subscription Services, Platform Services and Licensed Software, along with associated Fees, usage limits and optional add‑ons. The Client’s obligations and Fees for the Software, Services and Equipment are determined by the Service Tier(s) selected in its Order Form;
Scheduled Maintenance refers to pre‑planned maintenance activities or installation of new releases of the Software, Services or Equipment that 24i performs with the Client’s prior permission. Scheduled Maintenance is announced in advance and, unless otherwise agreed, is carried out during the “Scheduled Maintenance Window” (normally 01:00–06:00 local time in Switzerland). It does not count as downtime for availability calculations. Non‑service‑affecting changes may be performed outside the Scheduled Maintenance Window.
Scheduled Maintenance Window has the meaning ascribed to it by Clause 2.4.iv) of the SLA;
Signature Date means the date in which an Order Form and/or a Statement of Work is signed by the Client;
Software means any and all proprietary programs, modules and components developed by 24i, whether delivered as cloud services, platform services or downloadable code, including but not limited to 24i TVaaS, FokusOn/FokusOnTV, 24iQ, 24i Video Cloud, and the Subscription Services, Platform Services and Licensed Software. It includes all updates, patches, bug fixes and related documentation provided by 24i;
Statement of Work has the meaning ascribed to it in Clause 3.1 of these GTCs;
Sub-Processor has the meaning ascribed to it by the Data Protection Legislation applicable for the corresponding Software, Services and/or Equipment;
Subscriber means a Unit Type corresponding to any distinct User, individual, or entity who have entered into a formal agreement and hold a valid subscription with the Client and/or its Reseller Customers. A subscription to the Software, Services and/or Equipment grants Subscribers the right to access and use the Subscription Services, Platform Services, and/or Licensed Software provided by 24i to the Client and subsequently made available by the Client and/or its Reseller Customers to these Subscribers.
Subscription Fees means the recurring Fees charged by 24i from Client for the provision of Subscription Services as outlined in an Order Form;
Subscription Period means the time interval comprehended in between the Service Start Date and the expiration of the period in which the Subscription Services, the Platform Services and/or the License Software are going to be provided by 24i subject to the payment of the corresponding Fees by Client, all as outlined in a Order Form;
Subscription Services mean the software-as-a-service provided by 24i to the Client subject to the payment of the corresponding recurring Subscription Fees, that includes but are not limited to backend, content management system (CMS), content delivery network (CDN), digital rights management (DRM), encoding and transcoding, storage, recommendations, among other, all as outlined in an Order Form;
Subscription Tier means the distinct levels of Minimum Contracted Quantities of specific Unit Types that the Client contracts from 24i that determine the extent of access granted to the Subscription Services within an interval of time, all as outlined in an Order Form;
Suissimage applicable exclusively for 24i TVaaS, means the Swiss Authors’ Rights Cooperative for Audiovisual Works, which is a collective management organisation that collects and distributes remuneration for the use of audiovisual works (e.g., film and TV) and is one of the copyright societies participating in the GT12 agreement;
Term means the time interval during which the Professional Services shall be provided by 24i subject to the payment of the corresponding Fees by Client, all as outlined in a Statement of Work;
Third-Party Licensed Data means the data/content licensed from third-party licensors (e.g., EPG, metadata, channel/program artwork and logos, identifiers, ratings, and related informational datasets) that 24i provides or enables for Client under upstream terms, including any territorial, field-of-use, usage, attribution, or other restrictions;
Third-Party Solutions means the products and services that are supplied to 24i by third-parties and are subsequently integrated into the Software, Services and/or Equipment provided by 24i to Client subject to the payment of the corresponding Fees, all as set forth in an Order Form and/or a Statement of Work;
Total Time has the meaning ascribed to it by Clause 4.1. of the SLA;
Transfer of Risk means the point at which the risk of loss, theft or damage to Equipment passes from one Party to the other under these GTCs. Unless otherwise agreed in an Order Form, risk of loss transfers from 24i to the Client upon delivery of the Equipment in accordance with the applicable Incoterms, including delivery to any third party designated by the Client. Title may remain with 24i until payment is complete, but the Client bears all risk from delivery onwards and must insure and safeguard the Equipment accordingly. Conversely, during warranty returns authorised by 24i (e.g. under an ERA), risk of loss for outbound shipment to 24i is borne by the Client, while risk for return shipment back to the Client is borne by 24i;
True-Up has the meaning ascribed to it by Clause 7.9 of these GTCs;
24i means 24i Unit Media B.V., a company incorporated under the laws of the Netherlands, with registered office address at Danzigerkade 13, 1013 AR Amsterdam, the Netherlands;
24i TVaaS means 24i’s TV‑as‑a‑Service offering, delivered exclusively within Switzerland, comprising a cloud‑based digital headend for receiving and processing live and on‑demand video signals and delivering unicast streams with encoding/transcoding, storage, DRM and CDN services. The TVaaS package includes catch‑up TV, network PVR, EPG integration and configurable applications for STBs, Smart TVs and streaming devices, with optional add‑ons defined in the Service Description. 24i TVaaS is available only to customers operating within Switzerland and subject to specific territorial, content‑rights and compliance obligations;
24i Partner Portal applicable to the 24i TVaaS only, means the online portal used by 24i’s TVaaS partners to manage channel metadata, schedule content, manage entitlements and view reporting information, as detailed in the TVaaS Service Description;
24i’s Support Web Portal means the web-based support interface provided by 24i where the Client logs Calls, tracks the status of Incidents and communicates with 24i’s support team;
24i Video Cloud means 24i’s end‑to‑end, data‑driven streaming platform offered on a software‑as‑a‑service basis to broadcasters, OTT services and pay‑TV operators. It provides cloud‑hosted or hybrid ingest, transcoding, packaging, storage, DRM and CDN functions for live and on‑demand video, together with white‑label client applications for web, mobile, connected‑TV devices and set‑top boxes. The service includes content management, real‑time UX/UI configuration, personalization and analytics tools to simplify operations, scale with the audience and monetize content;
24i fokusOn means 24i’s pay‑TV platform that enables network operators and service providers to deliver live and non‑linear TV. It is available as cloud‑based middleware or on‑premise software, and includes ingest, transcoding, packaging and DRM protection for hundreds of national and international channels, configurable user interfaces on major devices, catch‑up TV and network PVR functionality, and integration with pre‑configured set‑top boxes;
24i Partner Portal applicable for the 24i TVaaS only, means the online portal used by 24i’s TVaaS partners to manage channel metadata, schedule content, manage entitlements and view reporting information, as detailed in the corresponding Service Description.
24i’s Support Web Portal means the web-based support interface provided by 24i where the Client logs Calls, tracks the status of Incidents and communicates with 24i’s support team, as further detailed in the SLA;
24iQ means 24i’s AI‑driven personalization and recommendation platform that analyses user behaviour and content metadata to provide individualized recommendations, dynamic app layouts and targeted marketing communications. 24iQ is offered either as a managed service (24iQ Enterprise) or as pre‑integrated packages (24iQ Essentials or 24iQ Advanced);
Usage Metrics means the quantifiable measures of consumption of the Software, Services and Equipment—such as the number of Users, Subscribers, Impressions, Streams, or data volumes—that determine the calculation of Fees, invoicing and true‑up obligations, as specified in the Order Form.
User means a Unit Type corresponding to any unique individual, or entity that access and use the Software, Services and/or Equipment provided by Client and does not necessarily have a subscription to the Software, Services and/or Equipment;
Unit Type Fee / Unit Price means the unitary Fee charged by 24i from Client for the provision of Software, Services and/or Equipment in a specific interval in time per Unit Type, all as outlined in an Order Form and/or in a Statement of Work;
Unit Type means each individual measurement unit that forms the basis for calculating the corresponding Fees owed by Client to 24i in a specific interval of time. The number of Unit Types registered in a specific interval of time multiplied by the corresponding Unit Type Fees indicates the Fees to be invoiced by 24i and paid by Client, all as outlined in an Order Form and/or in a Statement of Work. For the avoidance of doubt, it includes but is not limited to Users, Subscribers, Platforms, MAU, Gigabytes or GB, streams, Personnel-Day, Personnel-Hours;
Urgent Incidents or P1 means a critical Incident that causes a complete outage or failure of a core function of the Software, Services or Equipment, with no reasonable workaround;
How to contact us
If you have any questions or concerns about our use of your personal data, please contact us at legal@24i.com (we operate online)