THIS PROFESSIONAL SERVICES ADDENDUM (“Professional Services Addendum”) is entered into by and between Procurify Technologies Inc. (“Procurify”) and the customer designated on the order form (the “Order Form”) to which this Addendum is attached (the “Customer”). This Professional Services Addendum is effective as of the effective date of the Order Form (“PSA Effective Date”).
1. Effect of this Addendum
This Professional Services Addendum is part of, and subject to and governed by the terms and conditions of the Agreement, as amended from time to time.
2. Statements of Work
Following execution of the Order Form, Procurify will provide for Customer’s review a statement of work (“SOW”) describing the timelines for completion of the services described in the Order Form (the “Professional Services”). The SOW, when duly executed, will be incorporated into and subject to this Professional Services Addendum. In the event of a conflict or inconsistency between the SOW and this Professional Services Addendum, the Professional Services Addendum will govern.
3. Resource Management
Procurify will, in its sole discretion, determine the number of personnel and the appropriate skill sets of such personnel necessary to perform the Professional Services. Procurify’s resources may include employees of Procurify or subcontractors. The delegating or subcontracting of Procurify’s obligations set out in this Professional Services Addendum will not relieve Procurify from any obligation or liability under this Professional Services Addendum.
4. Block of Hours
Procurify will provide Professional Services up to the number of hours purchased by Customer in the Order Form (the “Block of Hours”). Except as otherwise provided in the Order Form or as mutually agreed by the parties in writing thereafter, the hours in the Block of Hours will expire as follows:
4.1 for a Block of Hours of less than 30 hours, expiry will occur 3 months after the date of purchase;
4.2 for a Block of Hours of between 30 to 60 hours, expiry will occur 6 months after the date of purchase; and
4.3 for a Block of Hours of more than 60 hours, expiry will occur 12 months after the date of purchase.
Prior to the expiry of the Block of Hours, Procurify will use reasonable efforts, but is not required, to notify Customer of such expiry. Customer agrees that the Block of Hours will be used based on the schedule set out in the SOW and is based on the scheduled availability of the Procurify resources allocated to the project.
5. Term; Suspension
5.1 Addendum Term. This Professional Services Addendum will become effective upon the PSA Effective Date and will continue until the earlier of: (a) the completion of the Professional Services; and (b) the date that all of the hours in the Block of Hours have been used up or have expired.
5.2 Suspension. Upon any breach by Customer of this Professional Services Addendum, Procurify will be entitled, in its discretion, to suspend the Professional Services until such time as such breach or default is remedied by Customer. Procurify may also suspend the Professional Services if Customer fails to pay any amounts when due or if any Procurify resources are subject to any abuse or discrimination by or from Customer personnel when performing Professional Services.
6. Milestones; Deliverables and Acceptance
6.1 Milestones. For any performance obligation of Procurify described as a milestone in the SOW (each, a “Milestone”), Procurify will use commercially reasonable efforts to complete such Milestone on or before the deadline specified for such Milestone in the SOW. Any delay in receiving Customer Resources will cause Procurify a delay in performing the Professional Services and may result in a delay in Procurify’s ability to meet the Milestones
6.2 Deliverables and Acceptance. Notwithstanding anything to the contrary in this Professional Services Addendum, if Customer uses any deliverable provided as part of the Professional Services in a production or commercial environment (e.g., “go live” with the deliverable), Customer will be deemed to have accepted the corresponding Professional Services as of the date such deliverable was first used in such production or commercial environment.
7. Customer Dependencies
7.1 Customer will cooperate with Procurify in the performance of the Professional Services and in the development of deliverables, including by providing access (whether onsite or remotely, as specified in the SOW) to Customer’s personnel, systems, equipment, or communications facilities, as reasonably requested by Procurify from time to time. If Customer has not provided all necessary cooperation or information to Procurify, or Procurify is otherwise denied or delayed access or information by Customer, then Procurify will be excused, without liability, from performing any further Professional Services. Such failure to perform Professional Services resulting from Customer’s failures will not relieve Customer from its payment obligations to Procurify.
7.2 Without limiting the previous Section, Customer will:
(a) provide timely access to all information requested by Procurify for matters related to the Professional Services;
(b) provide administrator-level access to Procurify to enable service delivery, installation, and configuration;
(c) make available at no charge to Procurify all information and key Customer personnel required by Procurify in connection with the Professional Services (collectively, “Customer Resources”);
(d) accept each completed Milestone prior to Procurify commencing work on the next Milestone;
(e) attend all pre-arranged meetings and calls on time, with adequate Customer Resources who have prepared for such meeting in advance; and
(f) notify Procurify at least one business day in advance if Customer needs to cancel pre-arranged meeting or call or otherwise will not be prepared to fulfill its responsibilities within the pre-agreed time for completion.
Procurify reserves the right to deduct from the Block of Hours any time spent by Procurify resources as a result of Customer’s failure or delay in completing any Customer dependencies or otherwise complying with Customer’s obligations.
8. Change Requests
8.1 Changes. Any service or deliverable not specifically set out in the Order Form, changes to the project schedule or scheduled Procurify resource allocation, or changes to the Customer software or systems to be integrated with as part of the Professional Services, will be considered out-of-scope and not included in the Professional Services. The parties may request any change to the nature or scope of the Professional Services then-currently provided (each, a “Change”) pursuant to this Section 7.
8.1 Change Order Process. If, after Procurify’s commencement of the Professional Services, either party requires a Change, such party will set out the new requirements in writing and deliver such request to the other party. Following a request made by Customer (or, in the case of a request made by Procurify, concurrently with such request), Procurify will use commercially reasonable efforts to describe in writing the estimated impact of such Change to the costs, Milestones, timeline, Customer responsibilities, and other relevant aspects. If Customer agrees with such written description of the estimated impact, then the parties will negotiate in good faith a Change order setting out the detailed terms and conditions pursuant to which the Change will be implemented (“Change Order”). If Customer disagrees with such written description of the estimated impact and the parties are unable to reach agreement on the impact of such proposed Change, then no such Changes to the SOW will be effective, and Procurify will perform the Professional Services in accordance with the original SOW.
9. No Assignment or Transfer of Intellectual Property
Procurify retains all ownership and intellectual property rights in and to: (a) the Professional Services; (b) the Deliverables; (c) anything developed or delivered by or on behalf of Procurify under this Professional Services Addendum or the SOW; and (d) any modifications or enhancements to (a), (b) or (c). All rights not expressly granted by Procurify to Customer under this Professional Services Addendum are reserved.
10. No Exclusivity
Unless otherwise specified in the applicable SOW, the Professional Services and any deliverables provided as part of the Professional Services are non-exclusive and may be provided to any or all Procurify customers in Procurify’s sole discretion.
11. Fees and Expenses
In consideration for the Professional Services or Deliverables performed or provided to Customer under this Professional Services Addendum, Customer will pay to Procurify the amounts set forth in the Order Form. All fees and other amounts payable by Customer are non-refundable. Unless otherwise agreed to by the parties in writing, Procurify must receive all prepayment amounts listed in the Order Form before the commencement of any services thereunder. Customer agrees to pay all reasonable, pre-approved in writing, out-of-pocket expenses incurred by Procurify in connection with performing Professional Services, including all reasonable travel expenses.
12. Survival
Upon any termination or expiration of this Professional Services Addendum, provisions contained in this Professional Services Addendum that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Professional Services Addendum, including Sections 8 and 10, will survive.
13. Construction
Except as otherwise provided in this Professional Services Addendum, the Parties’ rights and remedies under this Professional Services Addendum are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Professional Services Addendum are for reference purposes only and have no substantive effect.