Professional Services Schedule v1
Version 1.0
THIS PROFESSIONAL SERVICES SCHEDULE (“SCHEDULE”) GOVERNS THE ACQUISITION, DEPLOYMENT, AND USE OF OUR PROFESSIONAL SERVICES BY YOU (“CUSTOMER”). BY ACCEPTING THIS AGREEMENT THROUGH THE EXECUTION OF AN ORDER FORM THAT REFERENCES THIS SCHEDULE, CUSTOMER AGREES TO THE TERMS HEREOF. IF CUSTOMER ENTERS INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCEPT THE APPLICABLE ORDER FORM OR PROCEED WITH THE REQUEST FOR PROFESSIONAL SERVICES.
Customer represents and warrants that it is not a direct competitor of STORMSOURCE, LLC (dba DaySmart Appointments) (“STORMSOURCE,” “we” or “our”), and Customer may not access the Services if Customer is a direct competitor of STORMSOURCE, except with our prior written consent. In addition, Customer may not, and hereby represents and warrants that it will not, access the Services for purposes of monitoring the availability, performance, or functionality of the Services, or for any other benchmarking or competitive purposes.
This Schedule was last updated on August 25, 2015. It is effective upon accepting this Schedule via an applicable Order Form.
The terms and conditions of this Schedule shall govern any instance wherein Professional Services are being provided to Customer by STORMSOURCE. Specific details of each Professional Services engagement will be provided to Customer in a corresponding Statement of Work (“SOW”). Our Master Services Agreement, License and Support Schedule, and Service Level Schedule are hereby incorporated by reference into this Schedule, and your use of the Services is conditional on your ongoing adherence and agreement to the Master Services Agreement, License and Support Schedule, and Service Level Schedule. In the event of any conflict between this Schedule and an SOW, the terms of this Schedule shall prevail.
1. Term of Performance. This Schedule shall apply to each SOW executed by both parties referencing this Schedule. This Schedule will remain in effect so long as there is an SOW, referencing this Schedule, in effect between the parties (“Initial Period”).
2. Professional Services.
2.1 Services Description. STORMSOURCE will perform the professional services (the “Professional Services” or “Services”) as described in an SOW entered into between the parties and referencing this Schedule. Services may include, without limitation, such items as system modifications/customizations, system preferences setup, staff and personnel training, and program implementation services.
2.2 Services Timeline. An estimate of the time to complete the Professional Services for a particular SOW will be set forth in the SOW. Any estimate regarding time of completion, costs, or other estimates which may be provided by STORMSOURCE, in an SOW or otherwise, are given in good faith, but are not to be construed as a guarantee or warranty — meaning that actual time to complete, actual costs, or other actual amounts may be greater. Any changes submitted or required by Customer may affect an estimate. Services shall commence within four weeks from the date of execution of an SOW by both parties, unless otherwise specified in an SOW.
Commencement of Services may also be dependent on payment by Customer of the one-time setup fees referenced in section 3 of the SLA Schedule, if applicable.
2.3 Services Fees. The billable rates for the Professional Services for a particular SOW and the estimate of total fees for the Services will be set forth in the SOW. Such estimates are provided as a guideline or estimate, as some of the activities may change in scope, nature, and duration as the project progresses. Services are billable in half-hour increments. Fifty percent (50%) of the total estimated fees for the Professional Services are due at the time of signing of each SOW/Exhibit as a retainer to be applied against the initial invoices for the Professional Services. The Customer also agrees to reimburse STORMSOURCE for all actual reasonable and necessary expenditures that are directly related to the Professional Services. These expenditures may include, but are not limited to, expenses related to travel (e.g., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.) and postal expenditures. Invoices for the Services fees and expenses will be provided weekly, and payment terms are net 30 days from the date of the applicable invoice.
3. Customer Responsibilities.
3.1 Resource Commitment. The implementation of software requires a knowledge transfer process between STORMSOURCE and Customer personnel. It is vitally important to the success of the Professional Services for Customer to commit individuals to the resources identified below. Any delay by the Customer in providing materials, approvals, and/or assistance to STORMSOURCE will extend the deadline for the subsequent tasks of STORMSOURCE under the applicable SOW (to the extent reasonably necessary to take into account the impact of the delay). In addition, for any Customer obligation described as “time-sensitive” or “critical” in the SOW, failure of the Customer to meet its deadline will entitle STORMSOURCE to prepare a revised SOW based on an estimate of the effect of the delay on the completion of the project, taking into account other work scheduled by STORMSOURCE. Any delay of four weeks or longer caused by Customer shall constitute a material breach of this Schedule.
3.2 User and Functional Support. Customer will make available appropriate user representation throughout the term of this Schedule. Certain individuals are necessary to confirm existing and new business processes. The heaviest user representation typically is during business process flow, system configuration requirements, gap analysis, coding, and testing.
4. Change Orders. For the purposes of this Schedule, the following shall be considered a “Change Request”: (i) Customer makes a request that represents a change or addition outside the scope of the Services requirements or specifications as set forth in the applicable SOW; (ii) Customer’s actions conflict with the assumptions or description of Services as specified in the SOW; (iii) Customer is unable to meet the staffing requirements specified in this Schedule and/or the applicable SOW; or (iv) Customer fails to comply with its obligations and the documented timeline associated with the Services, as specified in this Schedule and the applicable SOW. In the event of such a Change Request, the parties shall negotiate in good faith to reach agreement on the terms of a Change Order taking into account the effect of the Change Request on the Services.
5. Delivery and Acceptance. Upon completion of the services for any SOW, STORMSOURCE will notify Customer of such completion and delivery in writing via email (unless the medium of notice is otherwise specified) (a “Completion Notice”). Customer shall have 30 days from the date of the Completion Notice to test and verify that the Services are in material conformity with the applicable SOW. In the event that Customer determines that the Services are not in material conformity with the provisions of the applicable SOW (i.e., defects are found), Customer shall promptly notify STORMSOURCE by written notice (a “Defect Notice”). Customer’s Defect Notice shall identify the defects in sufficient detail that STORMSOURCE is reasonably able to investigate and remedy such defects. In the event that Customer does not provide STORMSOURCE a Defect Notice within the applicable 30 day-period, the Services shall be deemed accepted and approved by Customer. The following items shall not be considered defects: (i) standard account settings and configurations changeable by Customer, and (ii) customizations and integrations not specifically identified in the applicable SOW.