Save where provided otherwise in these Professional Services Terms or the other documents comprising the Agreement, or otherwise defined below, capitalised terms used herein shall have the meaning given in the Terms and Conditions.

1. DEFINITIONS

“Change Order” means the definition provided at clause 3 (b) below.

“Customer Developed Materials” means the definition provided at clause 5(a) below.

“Pre-Existing Materials” means the definition provided at clause 5(a) below.

“Responsibilities” means the Customer Responsibilities detailed in the applicable Statement of Work.

2. SCOPE

We may provide various Professional Services from time to time as are set out in the applicable statement of work (“Statement of Work”).

3. TIMING & CHANGES

(a) Timing. Where timetables, delivery dates, estimates of resources or the duration of any Professional Services are specified in the Statement of Work they are estimates only. We will use commercially reasonable efforts to provide the Professional Services in accordance with such estimates, provided that if our performance is prevented or delayed by any act or omission by you or your agents, sub-contractors, consultants, or employees (including your failure to comply with clause 4), we will not be deemed in breach of the Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by you arising from or related to such prevention or delay and we may adjust any timetable or delivery schedule as we consider to be reasonably necessary. Where we have provided priority levels and/or related target response times in respect of the Managed Services, these will be set out in the Managed Services Statement of Work.

(b) Changes. If either Party wishes to change the scope, timetable or performance of the Professional Services, it shall submit details of the requested change to the other Party in writing. We will, within a reasonable time after such change request, provide a written estimate to you of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Professional Services arising from the change; (iii) the likely effect of the change on the Professional Services; and (iv) any other impact the change might have on the performance of the Agreement.  Promptly after receipt of the written estimate, the Parties shall negotiate and, if mutually agreeable, document in writing the terms of such change (a “Change Order“) for execution by each Party’s authorized representative (at which point such Change Order shall take effect). Notwithstanding the foregoing, we may, from time to time change the manner in which we provide the Professional Services (including in relation to the personnel assigned to provide the Professional Services) provided that such changes do not materially affect the nature or scope of the Professional Services, or the fees or any performance dates set forth in the applicable Statement of Work and/or Order form (as applicable).

4. YOUR RESPONSIBILITIES

(a) You will: (i) perform the Responsibilities set out in the relevant Statement of Work without undue delay; (ii) cooperate with us in all matters relating to the Professional Services and provide such access to your premises, offices and other facilities as may reasonably be requested by us for the purposes of performing the Professional Services including providing suitably qualified Authorised Representatives; (iii) respond promptly to any request from us to provide direction, information, approvals, authorizations, answers to questions, or decisions that are reasonably necessary for us to perform Professional Services; (iv) provide such materials or information as we may reasonably request to carry out the Professional Services in a timely manner (including access to information and software interfaces, networks, operating systems or other hardware and equipment to your other business applications or third party systems or data feeds under your control) and ensure that such materials or information are complete and accurate in all material respects; (v) promptly obtain and maintain all necessary licenses and consents reasonably necessary to enable us to perform the Professional Services; (vi) ensure that the computer, and operating system and any other hardware or software which we are asked to use, support or modify for the purpose of the Professional Services are either your property or are legally licensed to you; and (vii) perform all such responsibilities in a timely manner.

(b) You will be solely responsible for all acts, omissions, fault, default or negligence of, or by, your Employees, contractors and authorized representatives. You will be fully responsible for all applications, data (including regular backups), interfaces, hardware and equipment within your control unless agreed otherwise in a Statement of Work. You are responsible for verifying that the requirements for the Professional Services set out in the applicable Statement of Work are suitable for your own needs.

5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

(a) Each Party shall retain ownership of the materials created, acquired or licensed by them and their Affiliates prior to or outside the scope of the Agreement (“Pre-Existing Materials”), and all modifications, improvements, customisations and derivative works of such Party’s Pre-Existing Materials by whomsoever made and all Intellectual Property Rights embodied in the foregoing. Subject to the foregoing, all Intellectual Property Rights in any materials, including software, specifically developed for you during the performance of the Professional Services which are specifically identified and detailed in a Statement of Work as “Customer Developed Materials” (“Customer Developed Materials”) shall vest in you. Nothing in the Agreement shall be construed as the grant of any license or other right to or in respect of any of our Intellectual Property Rights except as expressly set forth herein.

(b) Other than as set out in clause 5(a), we are the sole and exclusive owner of all right title and interest to the Intellectual Property Rights arising from the performance of the Professional Services and any Feedback.  Where any such Intellectual Property Rights do not vest automatically in us, you hereby assign free of charges, all of your right, title and interest in such Intellectual Property Rights (including future Intellectual Property Rights by way of present assignment) upon their creation to us.

(c) Subject to your payment of fees for such Customer Developed Materials, we hereby grant you a license to use any of our Intellectual Property Rights embedded in the Customer Developed Materials free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free basis to the extent necessary to enable you to make reasonable use of Customer Developed Materials and Services during the term of the Agreement. For the avoidance of doubt, the foregoing license does not apply to any Licensed Software (object or source code) or Ancillary Tools (defined below) as may be furnished by us to you, which shall be subject to the Terms and Conditions.

(d) Where provided to you pursuant to the Order Form or any Statement of Work, you may use other API, connectors or tools provided by us (“Ancillary Tools”) for your own internal use together with the Licensed Software and only in accordance with the license to use the Licensed Software. Your software code must not enable the bypassing or circumventing of any of the restrictions set out in the Licensed Software and/or provide you with access to the Licensed Software in excess of your use rights duly obtained nor render or provide any information concerning the Licensed Software. Our Software Support Services do not apply to Ancillary Tools.

6. FEES

(a) Fees and Payment. Unless a Statement of Work specifically states otherwise: (i) all payments for Professional Services will be made in the currency specified on the Order Form or Statement of Work (as applicable); (ii) Professional Services will be provided on a time and materials basis at our then current rates; (iii) Professional Services shall be invoiced by us monthly in arrears; (iv) Professional Services rates are calculated on the basis of an 8-hour day, worked during Business Hours and we will be entitled to charge an overtime rate for any time worked by individuals on the Professional Services outside Business Hours. Expenses are not included in our rates and you agree to reimburse us for all reasonable travel and out-of-pocket expenses incurred by us in connection with the performance of the Professional Services. Unless the Statement of Work specifically states otherwise: (A) such expenses will be invoiced by us and are payable by you on a pass-through basis; (B) where practicable, the estimated cost of such expenses will be pre-agreed in writing with you, and (D) we will provide you within 60 days of the expenses being incurred invoices for all relevant expenses incurred and you will pay all invoiced amounts due to us within 30 days of the date of our invoice.  We may suspend the performance of any Professional Services if you become more than sixty (60) days delinquent on your fee payment.

7. WARRANTY

(a) Service Warranty. We warrant to you that: (i) we will use reasonable efforts to perform the Professional Services set out in the Statement of Work using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner; and (ii) the Professional Services will conform in all material respects to the Scope of Services (if any) set out in the Statement of Work.

(b) LIMITED WARRANTY.  OTHER THAN THE WARRANTIES EXPRESSLY STATED IN THE AGREEMENT, NO EXPRESS OR IMPLIED WARRANTIES SHALL APPLY TO PROFESSIONAL SERVICES COVERED BY THE AGREEMENT.

(c) Remedy. We will not be liable for a breach of the warranty set out in clause 7(a) unless you: (i) provide us with written notice of the defective Professional Services, reasonably described, within thirty (30) days of the performance of the Professional Services; (ii) have performed all your Responsibilities in accordance with the Agreement; and (iii) provide us with documented and replicable examples of any alleged breach together with all relevant operating environmental information.  We will, where practicable, repair or re-perform defective Professional Services (or the defective part thereof) and where this is not practicable within a reasonable period, we will credit or refund the price of the defective Professional Services at the pro rata Professional Services rate to you.  The remedies set forth in this clause 7(c) shall be your sole and exclusive remedy and our entire liability for any breach of the limited warranty set forth in this clause 7.

8. TERM

The duration of the provision of the Professional Services shall be as described in the Statement of Work (subject to extension by written agreement between the parties), unless terminated earlier in accordance with the provisions of the Agreement. Notwithstanding the expiry or termination of the Agreement or Statement of Work, the provisions of clauses 4, 5, 6, 7 and 8 of these Professional Services Terms shall survive and continue to bind the parties.