FLIP RESELLER TERMS FOR INDIRECT CUSTOMERS (26.09.2024)
FLIP RESELLER CUSTOMER TERMS
These Reseller Customer Terms form part of the Flip Services Online Terms, or such other agreement that Resale Customer (“Customer”) may have entered into with Provider governing the use of Flip Services that references these Reseller Customer Terms (collectively, the "Flip Services Online Terms"). Flip Services are provided in accordance with the General terms and conditions (T&Cs) and the Description of Software Services. In the event Customer engages, or otherwise accesses and uses Flip Services through a Reseller, Customer agrees that:
Customer has entered into a valid and binding agreement with his chosen Reseller specifying the terms and conditions governing the relationship with such Reseller in relation to Flip Services (the "Reseller Terms");
Solely during the timeframe that Customer actively procures Flip Services through a Reseller, any fees and payment terms that Customer is responsible for as a result of the use of Flip Services will be determined between it and the chosen Reseller, and paid in accordance with the Reseller Terms. In addition, Provider may immediately suspend or terminate his access and use of the Flip Services if the Reseller Terms are terminated for any reason or Customer does not pay all amounts due to the Reseller on time;
The Customer’s ability to terminate its use of and/or payment obligations for Flip Services may be different from those stated in the Flip Services Online Terms depending on the terms and conditions of the Reseller Terms;
Customer will immediately notify Provider in the event it and its Reseller no longer have a valid contractual agreement in place authorizing it to access and use Flip Services;
If the Reseller Terms are terminated or expire for any reason, or in the event a Reseller no longer has rights to resell Flip Services to the Customer, the Customer may continue to access and use Flip Services directly from Provider at Provider 's then-current published rates, or through another authorized Reseller;
Notwithstanding anything to the contrary contained in the Flip Terms and Conditions, the Resale Customer acknowledges and agrees that Flip may provide his Reseller, his Reseller’s Affiliates, and in the event his Reseller is a multi-tier Reseller, his Reseller’s distributor(s), with statistical information about his engagement on Flip Services (including number of groups, number of posts, number of reactions, number of chats, number of monthly active users, billable users, launched users, add-ons, etc.);
To help further facilitate the relationship between the Customer and his Reseller, the Customer instructs Provider to provide its Reseller, its Reseller’s Affiliates, and in the event his Reseller is a multi-tier Reseller, its Reseller’s distributor(s), information related to its system administrators, such as names, email addresses, and other information (which may include other personal data) as well as information regarding its Support Tickets (including ticket number, status, response time, resolution time, issue type, categories, days active, etc.). In case of processing personal data, the Customer shall confirm, sign and adhere to the Flip Data Processing Agreement and
Resellers are not authorized to modify the Flip Services Online Terms or make any promises or commitments on Provider ’s behalf, and Provider shall not be bound by any obligations to you, Resellers, or any other third parties other than as may be expressly set forth in the Flip Services Online Terms.
Incident response
Reseller will respond to incidents in accordance with the following.
Customer shall report any incidents that are to be handled in accordance with these terms as by creating a ticket via: https://support.getflip.com/hc/en-gb/requests/new.
Incidents may be reported during the following service hours:
Monday – Sunday: 24 hours a day. Fault reports received will be confirmed to the Customer in writing (email or ticket). The persons authorized to report faults and make decisions regarding the Flip System are described in detail below
Customer shall only report incidents via employees who are adequately trained and authorized. When reporting an incident, Customer shall (a) provide a description of the incident in accordance with the classifications in the table below, (b) identify Customer contact persons, with the relevant email and telephone number, who can be contacted directly at any time during the duration of the incident.
Incidents shall be classified as follows:
Priority
Classification
I. highly critical / urgent
Description
Total failure as a result of which the quality of the Software Service is impaired to such an extent that the use of the Software Service in accordance with the Flip Services Online Terms is not possible or very significantly restricted; Major malfunctions that result in the loss/failure of all or essential components or data and that affect all or almost all Authorized Users.
Reaction Time
R = 6 hours
Classification
II. high
Description
Important subsystems or core functionalities of the Software Service are not available; the contracted-for use of the Software Service is significantly restricted or impeded; a large number of Authorized Users affected.
Reaction Time
R = 12 hours
Classification
III. normal
Description
Specific material functionality of the Software Service is not available; the contracted-for use of the Software Service is partially restricted or impeded; a large number of Authorized Users affected.
Reaction Time
R = 1 Business Day (during Business Hours)
Classification
IV. low
Description
Specific functionality of the Software Service is not available; the contracted-for use of the Software Service is partially restricted or impeded; a small number of Authorized Users affected.
R = 3 Business Days (during Business Hours)
If, after Customer’s initial report of an incident, the reported incident reaches a higher priority level, Customer must update the corresponding ticket.
The response time (R) is calculated from the time the Customer's complete incident report is received. Priority may be re-assigned by Reseller or Provider, acting reasonably, based on the criteria above.
Within the specified reaction times (R), and upon receipt of a proper incident report from Customer, Reseller will issue a response to Customer and if possible, begin with the analysis/repair of the incident. The agreed response time does not indicate the repair of the incident within a specific time.
Incidents which are attributable to an impairment of data transmission outside the data network operated by Reseller or Provider (e.g. due to a power line failure or incident at other providers or telecommunications providers) or to undue use of the provided system capacities (e.g. due to an excessive access number by Customer) are not subject to repair by Provider or Reseller under these terms.
System Availability
Provider has a target uptime of the system of 99.5 % per calendar month.
The system is available if the following conditions are met at the same time:
· the HTTP request is answered with HTTP status code 200;
· the content of the JSON response contains the key "status" with the value "ok"; and
· the response is delivered in less than 3 seconds.
The calculation of uptime will not include unavailability to the extent due to the following exclusions:
· Customer’s use of the Service in a manner not authorized by the Flip Services Online Terms;
· Scheduled Maintenance;
· maintenance or other services agreed with Customer;
· emergency maintenance;
· Customer specifications, non-availability of Customer equipment or other interruptions caused by Customer (e.g. failure of Customer to cooperate);
· Customer blocking console or remote access;
· general internet problems;
· force majeure events or other factors outside of Provider’s reasonable control;
· Customer software, applications, data, equipment, network connections or other infrastructure;
· third-party platforms and other third party systems, acts or omissions; and
· public cloud infrastructure failures.
Reports, Contact Persons, Assertions of Claims
Customer may access, and shall be response for checking, system availability information for the Software Service at https://status.flipapp.de/.
Customer shall provide Reseller with up-to-date contact information (name, email, phone) of the responsible contact persons to whom any communication in connection with these terms (e.g. announcements of maintenance work, transmission of requested reports and communication in emergency situations) shall be addressed. Customer ensures that these contact persons can be reached at any time and are adequately trained and authorized.
Recovery Point Objective, Recovery Time Objective
Provider shall properly and regularly backup Customer’s data. Backups shall be carried out with a frequency of 24 hours.
In the event of a loss of Customer data, Provider shall, upon request of Customer, restore Customer’s data from the backup within less than four hours during the business hours of Provider.
Provider is entitled to perform regular Scheduled Maintenance work on Saturdays, Sundays and national holidays between midnight and 11:59 PM (ET), with the total not to exceed 16 hours per calendar month. Scheduled Maintenance work may also be carried out from Monday to Friday outside 8 pm ET and 6 am ET (“Business Hours”) upon at least 1 business day’s notice by Provider