This Project Services Schedule (“Schedule”) is a schedule to the Master Services Agreement entered in between Tacton and Customer (the “Agreement”). Tacton and Customer agree that the terms and conditions set forth in this Schedule will apply to any SOWs (each as defined in the Agreement) that incorporate the terms of this Schedule by reference. All capitalized terms that are used herein without being defined herein will have the meanings given to such terms in the Agreement. The term of this Schedule shall commence on the Schedule Effective Date and shall continue until the expiration or termination of the last effective SOW or Order Form.

1             The Project Services

1.1 Tacton shall perform for Customer the Project Services specified in SOWs agreed and signed by authorized representatives of both Parties. Tacton shall perform the Project Services with employees or sub-contractors who are suitably qualified and skilled, and in a timely, effective and professional manner. The Project Services shall be performed in accordance with Tacton’s project model and schedule, as described in the applicable SOW. Unless otherwise is specified in an SOW, Project Services will be performed in English.

2             Performance of the Project Services

2.1 The Parties may change the Project Services specified in a SOW in a written change request, executed by authorized representatives of both Parties. The change request shall include the following information unless otherwise agreed by the Parties: a description of the change, including the reasons for the change, how the change will be implemented, a time schedule for completion of the change and impact on the current schedule, the additional and/or reduced resources required, if any, to implement the change, the additional or reduced fees and expenses or estimates, if any, to implement the change, and the time frame for response and approval between the Parties.

2.2 Customer shall provide Tacton with access to the information and material regarding Customer’s operations, and access to Customer’s facilities and premises, reasonably required to perform the Project Services. Tacton shall comply with Customer’s reasonable security requirements in conjunction with performance of the Services. Tacton shall inform Customer in writing of its reasonable requirements.

2.3 If one of the Parties notices that certain circumstances hinder the appropriate execution of the Services, or threaten to hinder such execution, or if one of the Parties seriously doubts the result reasonably expected of his labour, each Party agrees to immediately inform the other Party thereof. The Parties will then mutually consult in order to take the appropriate measures.

2.4 In the event of a delay that could jeopardize major milestones defined the respective SOW, both Parties shall use their reasonable endeavours (which shall include, without limitation, the assignment of additional resources) to ensure that the Project Services are completed according to the agreed timetable. It is the responsibility of both Parties to recommend in writing necessary actions to be taken in order to adhere to the agreed timetable. Actions must be agreed in writing by authorized representatives of both Parties.

2.5 If Customer fails to ensure resource availability and their contribution to the Project Services at stipulated in the SOW, Customer shall carry any additional cost caused by such omission, and Tacton has the right to adjust timelines and or change/reject any Deliverables based on a written change request.

3             Acceptance of Services

3.1 Upon completion of the Services, Customer shall verify the results of the Project Services and/or Deliverables during an acceptance testing period of fourteen (14) days prior to the agreed day of approval unless otherwise set forth in the SOW (“Acceptance Testing Period”). Customer shall prepare a report in respect of the acceptance test.

3.2 Tacton shall not be liable for defects in, or delays caused by, Customer or any third-party products.

3.3 The Customer shall approve the Project Services and/or Deliverables if the Acceptance Criteria (as defined in the applicable SOW or as agreed between the Parties during the Project Services) are fulfilled. Deviations that do not materially affect the intended use of the Project Service and/or Deliverables shall not affect the determination of acceptance.

3.4 The Project Services and/or Deliverables will be deemed accepted if: (a) the Project Services and/or Deliverables are approved by the Customer; (b) the Acceptance Testing Period terminates without any good faith rejection of the Project Service and/or Deliverables by Customer; or (c) the Customer, following the termination of the Acceptance Testing Period, uses the Project Services and/or Deliverables in its operations to the actual approval day. The actual approval day is the day upon which the first of the previous events occurs (“Acceptance Date”).

3.5 The Customer shall, without undue delay, issue a written acceptance of the Project Services and/or Deliverables to Tacton when the Acceptance Criteria are met during the Acceptance Testing Period. Upon receipt of the written acceptance of the Project Services and/or Deliverables from the Customer, Tacton’s obligation to provide Project Services and/or Deliverables under the applicable SOW will end.

4             Fees and Payment for Services and Expenses

Unless otherwise agreed in the SOW, Tacton will provide the Project Services on a time and material basis based on the hourly rates set forth in the Rate Card, Exhibit 1 or the SOW. Budgets or estimates provided in a SOW are not to be understood as fixed prices unless explicitly agreed in the SOW.

4.1 Tacton is entitled to reimbursement of travelling, accommodation expenses and allowance relating to the Project Services, provided that expenses have been approved in writing by the Customer. Travel time will be billed according to the hourly rate for travel during agreed business hours, and 150% of the hourly rate for travel outside agreed business hours.

4.2 Tacton will invoice Customer in arrears on a monthly basis for Project Services performed and allocated resources, using the rates set forth in Exhibit 1 or as the rates otherwise set forth in the applicable SOW. The invoice shall set forth the nature and scope of the work performed during the time period to which the invoice relates, the expenses incurred during the period, as well as other compensation which has been separately agreed, and shall specify the number of hours worked, together with the hourly rate for all persons or categories of employees and subcontractors, as applicable, who have been engaged to provide the Services. Resource allocations are based on mutually agreed timelines and/or resource plans, and Customer’s payment obligation shall remain for allocated but unused resources.

4.3 The applicable rate card (as set forth in Exhibit 1) is based on the region where the Project Services are delivered. Different rate cards may apply for a particular SOW, in which case the applicable rate will be specified in the applicable SOW.

4.4 Customer shall pay invoiced amounts within thirty (30) days from the date of the invoice.

5             Intellectual Property Rights

5.1 Upon receipt of final payment, Tacton grants to Customer a perpetual, non-exclusive, royalty-free worldwide right to use the Deliverables, including Tacton’s Pre-Existing IP included in the Deliverables, strictly for its internal business purposes and only in conjunction with the SaaS Services or the Software Licenses, or any non-third-party software specified in the SOW, and to let Affiliates of Customer use such Deliverables subject to the terms of this Agreement. Except as set out in the Agreement or in connection with the sale of Customer’s business, the right to use the Deliverables is non-transferable.

5.2 In the event Tacton provides third-party software together with the Deliverables, Tacton will provide any applicable licence terms for third-party software, and such license terms and conditions shall have precedence over the provisions of this Agreement. Third party licensors may be entitled to enforce such licensing terms and conditions directly against Customer.

5.3 Tacton will pass through to Customer any warranty right it receives from a third-party provider of software, if any, and will cooperate with Customer in enforcing such rights. Tacton provides no warranties, express or implied, with regard to third-party software, and Tacton will not be liable for any failure of any third-party software to function as expected or intended, even if such third-party software has been recommended by Tacton for use with the Deliverables.

 

Exhibit 1 

Services Price List 

The fees and rates set forth in the Statement of Work (SOW) shall apply for the Project Services provided by Supplier under the Project Services Schedule.

All fees and prices are exclusive of taxes and duties such as VAT, GST, business tax, sales tax, custom duty, and all similar taxes and duties.

Overtime and Work Outside Normal Business Hours 

Hourly rates listed above are applicable for normal business hours only. In case of overtime and work during weekends, public holidays and outside normal business hours, the premium fee defined below will be charged over and above the agreed hourly rate, provided that such work has been ordered by Customer in writing:

• Weekdays (Mon-Fri) outside agreed business hours: 50 % of agreed hourly rate

• Saturdays, Sundays and public holidays: 100 % of agreed hourly rate

Annual Indexation 

Tacton may increase the rates for the Project Services upon each anniversary date of the Project Services Schedule, provided that each increase will not exceed the increase in the US Employee Cost Index (ECI), Source: U.S. Bureau of Labor Statistics, Industry: Service-providing industries during the period from the latest of either the Effective Date or the last indexation.

If this official index is suspended, both parties shall in good faith discuss and agree on a similar index.

Resource Category Definitions 

Resource Category	Category Definition
Consultant	Experienced in particular IT disciplines and Tacton products. Responsible for analyzing client IT operations and environment and designing a specific solution that includes Tacton products and non-Tacton technology. Interacts with client executives on a routine basis. May also be part of a large implementation coupled with a Senior or Principal consultant, or large team of consultants. Interacts with client project leads and client management. Typically holds a master degree in computer science, business, engineering or related field combined with 2+ years of relevant work experience.
Senior Consultant	Responsible for configuring Tacton solutions to address specific client needs and objectives. Can design project approach and tailor Tacton methodology to client’s needs and priorities. Expert in particular Tacton products and solutions. From a technical perspective, leads teams of consultants to define, design, plan, execute, and deliver projects. Can train client personnel on proper use of Tacton products and/or Tacton solutions. Interacts with client project leads and client management. Typically holds a master degree in computer science, business, engineering or related field combined with 6+ years of relevant work experience.
Principal Consultant	Expert in particular IT disciplines and processes. Responsible for analyzing client business processes, IT operations and environment and designing a specific solution that includes Tacton products and non-Tacton technology. Interacts with client executives on a routine basis. Provides subject matter expertise in the design and management of enterprise systems and architectures for large complex environments. Has industry and/or customer recognition as an experienced IT architect or Business Consultant and capable of designing complex IT solutions. Typically holds a master degree in computer science, business, engineering or related field combined with 12+ years of relevant work experience.
Project Manager	Responsible for managing large-scale implementations of Tacton Software products. Duties include planning, contract and financial reporting, technical resource assessment, consultant task management, and analysis of training and support requirements. Facilitates the implementation and team communication required to provide services to address customer objectives. Provides coordination and management required for the delivery of solutions, monitors and reports financial status and contract necessities to the client. Typically holds a master degree in computer science, business, engineering or related field or equivalent education and experience combined with Project Management education.
Senior Project Manager (Program Manager)	Responsible for managing enterprise-scale implementations of Tacton Software products. Has knowledge of all aspects of operations management, and provides technical leadership and architectural direction for project objectives. Leads effectively large teams of multi-disciplined personnel to implement complex, business-centric IT solutions. Has a vast experience of large-and enterprise-scale implementation in Tacton or similar industries. Communicates to diverse levels the intricacies of IT architectures and their applicability to solving business solutions. Typically holds a master degree in computer science, business, engineering or related field or equivalent education and experience combined with Project Management education.