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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 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. 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. Unless expressly agreed otherwise in the applicable SOW or change request, any change order work shall be performed and billed by Tacton on a time and materials basis, even where the original Project Services were agreed on a fixed-price basis.
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, any agreed fees 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 that the results of the Project Services and/or Deliverables fulfil the Acceptance Criteria (as defined in the applicable SOW or as agreed between the Parties during the Project Services) 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, without undue delay, issue a written acceptance of the Project Services and/or Deliverables to Tacton if the Acceptance Criteria 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 accepted by the Customer; (b) the Acceptance Testing Period terminates without any good faith rejection of the Project Service and/or Deliverables by Customer; (c) the Project Services and/or Deliverables fulfil the Acceptance Criteria, after Tacton has remedied any legitimate complaints raised by the Customer in the report of the acceptance test; or (d) the Customer, following the termination of the Acceptance Testing Period, uses the Project Services and/or Deliverables in its operations. The actual approval day is the day upon which the first of the previous events occurs (“Acceptance Date”).
3.5 Upon the Acceptance Date Tacton’s obligation to provide Project Services and/or Deliverables under the applicable SOW will end.
4 Fees and Payment
4.1.1 Customer shall pay all fees and expenses as set out in the applicable SOW.
4.1.2 Tacton shall be entitled to reimbursement of travel and accommodation expenses related to the Project Services to the extent not expressly included in or otherwise agreed in the applicable SOW, provided that such expenses are approved in writing by 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 time performed on weekends or public holidays.
4.1.3 Customer shall pay all undisputed invoiced amounts within thirty (30) days from the invoice date.
4.2 Time and Material Projects
4.2.1 Unless otherwise agreed in the SOW, Tacton will provide the Project Services on a time and material basis based on Tacton’s applicable rate card, as referenced or attached in the applicable SOW (the “Rate Card”). Budgets or estimates provided in a SOW are not to be understood as fixed prices unless explicitly agreed in the SOW.
4.2.2 Tacton will invoice Customer in arrears on a monthly basis for Project Services performed and allocated resources, using the rates set forth in the applicable Rate Card or as otherwise agreed in the 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.
4.2.3 Rate Cards are region-specific, and the Rate Card(s) applicable to a SOW shall be identified in that SOW.
4.3 Fixed Price Projects
4.3.1 If the Parties have agreed a fixed price for the Project Services, the total fixed price and applicable payment milestones or schedule shall be set out in the SOW, and Customer shall pay such amounts in accordance with the SOW.
4.3.2 For fixed price projects, the scope of the Project Services, Deliverables, Acceptance Criteria, assumptions, and Customer responsibilities defined in the SOW constitute the “Scope Baseline”. The fixed price set out in the SOW covers only the Scope Baseline. Any work outside the Scope Baseline, including but not limited to additional integrations, data cleansing, data readiness activities, handling of third-party software issues, infrastructure issues or similar shall be handled via a change request according to section 2.1 and invoiced separately.
4.3.3 In the event that Tacton has incurred additional work or additional costs due to delays or other circumstances caused by Customer, the Customer shall, in addition to the fixed price, remunerate Tacton for such additional work in accordance with the applicable Rate Card and for other actual additional costs.
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.