Legal & Branding
Terms & Conditions that apply to all TM Forum Conformance Certification Contracts
CLIENT acknowledges and agrees that all information regarding planning and implementation of activities resulting from work under this Agreement is confidential and proprietary to TM FORUM.
TM FORUM agrees, except as specifically authorized in writing by CLIENT, not to disclose or reveal to any person, corporation or other entity any of the trade secrets, proprietary or confidential information, or operational processes or dealings, or any other information concerning the affairs of CLIENT which may become known to it during delivery of the services.
Neither party may assign any of its rights without the prior written consent of the other, which shall not be unreasonably withheld and/or delayed.
Intellectual Property Rights
Except as expressly provided herein, nothing contained in this Agreement shall be construed as conferring by implication, estoppels, or otherwise any license or right under any patent, trade name or copyright of either party.
If by any reason of force majeure delivery is rendered impossible then CLIENT shall address whether the Conformance certification will be postponed or cancelled. This shall include but not be limited to strikes or any other industry disputes, acts of God, fire, flood, earthquake, volcano, mobilization, or riots. If the delivery is postponed by reason of force majeure, CLIENT shall have the option of cancellation of its obligations under this Agreement. Should CLIENT elect to cancel, TM FORUM will return 80% (percent) of the fees paid by CLIENT under this Agreement, with the remaining 20% (percent) retained by TM FORUM to cover administrative and support costs.
TM FORUM and CLIENT shall only be liable to one another for breach of the terms of this Agreement. In no event shall TM FORUM or CLIENT be liable to any non-party to this Agreement for any damages in connection with the services provided hereunder, whether such damages are based upon breach of contract, tort including negligence, or otherwise.
Governing Law and Disputes
Any and all disputes, controversies or claims arising out of, or relating to, or in connection with, this Agreement, which is not disposed of by agreement between the parties hereto, shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association and such arbitration shall be held in the State of New Jersey. The parties hereto also agree that any decision rendered by the arbitrator as provided herein shall be binding on both parties as though issued by a court which otherwise would have jurisdiction over such issues.
The parties agree that this Agreement shall be governed by, interpreted and construed in accordance with internal substantive laws of the state of New Jersey without regard to its conflicts of laws principles. Nothing herein shall prevent either party from seeking equitable relief from either a Federal or State Court of New Jersey should the need for equitable relief arise.
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives.
It is understood that TM Forum has conducted no independent testing of the product for conformance with its frameworks or standards, and such testing by Company has been performed solely by it. Accordingly, in the event that a claim that the product of the Company does not comply with these frameworks or standards is made against TM Forum by any party who has been furnished with, or has relied upon, the certification, Company shall defend, indemnify and hold harmless TM Forum, its officers, directors and employees, from and against any such claim, suit, losses or damages being asserted against TM Forum. Upon receipt of any such claim, TM Forum shall immediately notify Company which shall take all steps necessary to defend TM Forum and indemnify it as provided herein.
Notwithstanding any provision of this Agreement to the contrary, in the event of illness or other circumstance unforeseen by Company, upon written notice to TM Forum, Company shall be entitled to delay performance of any activity described in this Agreement or the Project Plan for a period of up to thirty (30) days without any impact on this Agreement other than a commensurate delay by TM Forum. The delay shall not apply to payment of invoices issued in accordance with the terms of this Agreement.
The following definitions apply throughout the agreement.
The Assessment Artefact is defined as the product or solution that the Company is submitting for assessment. This is uniquely identified by the name and version number in Appendix A.
The following are the assessment milestones:
- Project Plan Approval Date – 10% completion
- First Evidence Package Delivery Date – 30% Completion
- Final Evidence Package Delivery Date – 60% Completion
- Assessment Report Completion Date – 100% Completion
Note: If the contract covers multiple products and/or solutions, with separate assessment timeframes, separate assessment milestones are required to be defined for each separate product and/or solution in the project plan.
Assessment Report Completion Date:
This is the date when the final assessment report is provided to the Company, as defined in the Project Plan. It does not include final approval of the report by the Company.
Assessment Report Publication Date:
This is the date when the final assessment report is published on the TM Forum website, as defined in the Project Plan. The assumption in this case is that the final report has been approved for publication by the Company.
The Assessment Timeframe is the period during which the conformance assessment will be carried out. It is required to identify the commencement and completion dates of the assessment, ref Appendix A for details. A detailed project plan will be attached as an addendum to this contract on commencement of the assessment and will be subject to the terms and conditions herein.
This defines the Company Name, Address, Telephone Number & Web Address, ref. Appendix A for details.
Contract Signature Date:
This is the date when this agreement is formally signed by the Company.
These are the versions of the Business Process Framework, Information Framework and Open API Standards against which the assessment will be completed. The version numbers are specified in Appendix A.
Evidence is the proof that the company provides to the TM Forum as a result of its self-assessment that it conforms to the required frameworks or standards.
Final Evidence Package Delivery Date:
This is the date of the final package of assessment Evidence availability, as defined in the Project Plan.
First Evidence Package Delivery Date:
This is the date of the first package of assessment Evidence availability, as defined in the Project Plan.
The Project Plan for the assessment contains the following –
- The assessment team, including both client and the TM Forum Staff and their assigned roles.
- The list of artefacts to be assessed, including both Processes elements and Aggregate Business entities. (Note – this is required to be consistent with the assessment scope as defined in Appendix A).
- The package definition of the artefacts that are being assessed.
- The package delivery dates to the TM forum.
- Completion date of the primary reviews of the packages.
- Completion date of the secondary reviews of the packages.
- Completion date of the final review of the packages (including updates to the report, score generation and comments completed).
- Final report generation date for each package.
Project Plan Approval Date:
This is the date when the Project Plan for the conformance assessment is approved. Approval will be evidenced by the provision of an e-mail indicating agreement with the Project Plan from the Company to the TM Forum.
Package Outline Conformance Certification
The Conformance Certification will be carried out on the Assessment Artifact as defined in Appendix A.
The assessment will be conducted in accordance with the scope defined in Appendix A.
The Conformance Certification will be carried out and awarded against the Standard as defined in Appendix A.
The Conformance Certification will be carried out in the Assessment Timeframe as defined in Appendix A. To the extent that any of these dates are not achieved, TM Forum disclaims any liability or responsibility for any inconvenience, damage or other effect which may be caused to the Company by reason of the failure to meet the tentative dates set forth above.
Work on the Conformance Assessment will commence on return of the signed contract.
This Agreement and any Attachment thereto constitutes entire understanding of the parties and supersedes any other agreement verbal and or written and all other prior or contemporaneous communications between the parties relating to the subject matter herein.
TM Forum’s Certified Conformance Assessment provides ratification of the Company’s self-assessment of conformance to the TM Forum frameworks or standards.
The Conformance Certificate and Mark are awarded to the Assessment Artefact. Company may change the name of the Assessment Artefact, or Company, from time to time provided written notice is provided to the TM Forum thirty days in advance of any such change. The TM Forum will update its website, report and public facing documentation to reflect the name change and will provide full traceability in the report back to the original Assessment Artifact and Company name.
Conformance Certification will provide the Company with the ability to state conformance to specific areas of the TM Forum frameworks or standards, as defined in Appendix A.
The deliverables associated with the conformance assessment include:
- TM Forum support in the definition of the scope of the assessment.
- Project Plan, as defined Definitions above for the assessment.
- Access to a TM Forum subject matter expert to support the assessment, dependent on the support package scope as defined in appendix A.
- An agreed final assessment report.
- The publication of the assessment results on the TM Forum website.
- The use of the TM Forum Conformance logo/mark.
- A TM Forum Conformance Certificate.
TM Forum support in completion of the assessment, limited to the following:
- Marketing support
- Provision of a quote from a TM Forum senior executive.
- Review of the Conformance Assessment press release generated by the company, this is required by the TM Forum.
- Project and Subject Matter Expert support (optional for API conformance)
- The TM Forum will assign a subject matter expert (SME) who will be available for reasonable consultation via email and pre-arranged conference calls during the self-assessment period.
- The TM Forum SME can provide advice on the assessment process and content of the submission documentation to be provided by the Company.
- The project control of the assessment is the responsibility of the TM Forum Coordinator. This person is responsible for the developing the assessment Project Plan as defined in section 2 and the ongoing control of the project.
Once the Project Plan has been approved, the Company is required to maintain the project dates per the agreed Project Plan, i.e. completion of the required action on the defined dates.
In the case of Evidence not being complete the currently available Evidence will be used as input to the final report. The final report scoring will be based on the available evidence. As a result, it is incumbent of the company to ensure that the full set of evidence is provided in the originally agreed timeframe. Once the final report is available the assessment will be deemed complete.
In the case where no evidence is provided by the company in the required project timeframe, no report will be published, the assessment will be deemed complete and the company will be liable for full payment of the original contract invoice.
In the case where the report is approved within the required timeframe, the report will be published on the TM Forum website. The only exception to this situation, is the case where the Company specifically requests that the report not be published, ref. Conformance Overview above.
To the extent that any of these dates are not achieved, TM Forum disclaims any liability or responsibility for any inconvenience, damage or other effect which may be caused to the Company by reason of the failure to meet the tentative dates set forth in the Project Plan.
Given these constraints, the Company may wish to submit Evidence at a later stage, to update the results of the assessment. This will be the subject of a separate conformance contract.
All Evidence and information disclosed by Company to TM Forum will be used solely for purposes of the Conformance Certification and will not be disclosed to any third party or used for any other purpose.
The decision as to the conformance level reached by the Company shall be based on the recommendation of the TM Forum SME and reviewed by TM Forum Conformance Team, whose decision shall be final and binding upon all parties.
The Company will have the right to use the TM Forum Conformance Mark on their product website and in product brochures and marketing material for the Assessment Artifact.
The Company will be provided with TM Forum information which may be used in a Company press release.
This conformance certification will be considered complete when TM Forum completes the Conformance Report, or the Assessment Timeframe has expired.
The Company on completion of the Conformance Assessment may choose to not publish the results. If this is the case the TM Forum must be informed in writing of such a decision. In this case the Company will NOT be provided with the conformance mark, the results will NOT be published on the TM Forum Conformance results website and the Company will NOT be provided with TM Forum information which may be used in a Company press release.
Roles and Responsibilities of Certification Contacts
TM Forum Contacts
The TM Forum will appoint appropriate contact points and provide information and support to the Company staff to enable this Conformance Certification to take place.
TM Forum Coordinator
This contact will be the main point TM Forum contact for co-ordination of the certification process. Co-ordination includes agreeing on the scope of the process as defined by all individuals conducting the assessment, generating the Project Plan, managing and controlling the assessment activities from the TM Forum Perspective and signing off on the final assessment.
TM Forum Subject Matter Expert
Dependent on the scope defined in appendix A, the TM Forum will assign a subject matter expert (SME) who will be available for reasonable consultation via email and pre-arranged conference calls during the self-assessment period. The TM Forum SME can provide advice on the assessment process and content of the submission documentation to be provided by the Company.
The SME will be the TM Forum staff member who assesses the Evidence provided, generates the assessment report, if applicable and defines the final assessment score. A secondary SME on a part time basis is used to verify the objectivity of the primary assessor.
It is expected that the individuals appointed by Company to work on this activity have appropriate knowledge of the relevant frameworks or standards and that they are capable of, and take responsibility for, doing the mapping with minor assistance from TM Forum.
This contact will be the main point of contact for co-ordination of the certification process, ref. Appendix A for details. Co-ordination includes agreeing on the scope of the process as defined by all individuals conducting the assessment, setting time frames for the assessment, and signing off on the final assessment.
Certification Contact (Technical)
This contact will be the main point of contact for technical information and discussions pertaining to conformance certification, ref. Appendix A for details.
Billing/Payment Information Contact
All billing information will be sent to the contact, ref. Appendix A for details.
In the case where the company has not initiated the assessment in the Assessment Timeframe, no results will be provided, and no report will be published, the assessment will be deemed complete and the company will be liable for full payment of the original contract invoice. In the case of Evidence not being complete within the specified time Company will be notified in writing and given five (5) days to rectify the situation. Should evidence still not be furnished the available Evidence will be used as input to the final report. The final report scoring will be based on the available evidence. As a result, it is incumbent of the company to ensure that the full set of evidence is provided in the originally agreed timeframe. Once the final report is available the assessment will be deemed complete.
The conformance of the Assessment Artifact against the Standard remains in place permanently.
If changes and functionality updates have been made to the Assessment Artifact or the Standard has been updated, the Company may choose to recertify to extend the certification. Extension of the certification is largely focused on those areas which have changed, in terms of both the Assessment Artifact and/or Standard.
In the case of recertification, the TM Forum requires that a sample re-assessment of the original certification scope takes place, covering the appropriate area of the frameworks or standards as define in Appendix A.
The scope of the reassessment differs for each area to be reassessed and is defined as:
- For Information and Business Process Frameworks, 15% of the original assessment scope or a minimum of 10 Business Processes and / or 10 Information Framework Aggregate Business Entities whichever is the greater. The chosen subset of the processes and aggregate business entities will be mutually agreed by the Company and TM Forum at the Project planning stage.
- For Open APIs the reassessment can be either a single API or a bundle / suite of APIs as defined in Appendix A. The whole API will need to be reassessed; partial reassessment is not supported.
Those processes, APIs and aggregate business entities that have changed as a result of Assessment Artifact change are required to be defined by the Company and specifically listed in the scope of this contract, ref. Appendix A.
Those processes and aggregate business entities that have changed as a result of changes in a new version of TM Forum’s frameworks or standards are required to be defined by the TM Forum and specifically listed in the scope of this contract, ref. Appendix A. Recertification is subject to a separate contract.
The Company can choose to terminate the contract at any time. But depending on the point at which the TM Forum is informed of the termination, the Company will remain responsible for payments as follows –
Post formal Contract Signature Date the Company shall be required to pay 50% of the original invoice amount.
OOn or post the First Evidence Package Delivery Date the Company shall be required to pay 90% of the original invoice amount.
On or post the Assessment Report Completion Date the Company shall pay 100% of the original invoice amount.
Code of practice and right of usage
TM Forum conformance certification is awarded to product solutions and processes. The certification measures how well the item under assessment conforms to TM Forum’s frameworks or standards. The Company will be bound by the following code of practice –
The Company will not engage in any activity that may cause damage to the TM Forum or its brands.
The Company will not claim, in any form, any certification prior to receiving TM Forum written notification with respect to the product or process that is being certified.
The Company will not claim any certification of products, solutions, services or processes or any other asset, or the Company as a whole beyond the specific certification scope set out in the Attachment to this Agreement except any certifications obtained earlier from TM Forum for Company’s products. In particular, the Company will not imply either directly or by omission that conformance certification rep resents a TM Forum endorsement on the quality of the assets being assessed.
The Company will comply with all TM Forum marketing guidelines as set out in the TM Forum Branding Guidelines, in relation to usage of TM Forum brands and trademarks. The TM Forum, at its sole discretion, reserves the right to modify and update the TM Forum Branding Guidelines from time to time.
Any and all public announcements of this Certification result must receive the final approval of the TM Forum.
If the Company ignores or breaches any of the above it will be notified in writing by the TM Forum. If the Company fails to adequately remedy the breach the TM Forum retains the right to remove the Conformance Certification status for any and all assets assessed by the TM Forum for the Company.
In the event, that the decision is made to remove the conformance logo/mark from the Company as a result of misuse, the Company shall be informed of the decision to withdraw the conformance logo/mark. At this point the Company will be granted a period of four (4) weeks to take action and remedy the situation. If at the end of the four (4) week period, the action taken by the Company is insufficient, the right to use the conformance logo will be withdrawn from the Company and its results will be taken down from the TM Forum results website.
In the event that the decision to remove the conformance logo/mark from the Company has taken place, it does have the right to appeal this decision to the executive management team of the TM Forum for arbitration. The decision as a result of this appeal shall be final.