Professional services Addendum

This Professional Services Addendum (“Addendum”) forms an integral part of the applicable Terms of Service (“TOS”) and governs the provision of professional services by the Service Provider to the Client.

In the event of conflict between this Addendum and the TOS, this Addendum shall prevail with respect to Professional Services.

1. Definitions

Unless otherwise defined herein, capitalized terms shall have the meaning assigned in the TOS.

For purposes of this Addendum:

• “Professional Services” means consulting, advisory, technical, implementation, development, support, or other professional services as described in a Statement of Work (“SOW”).

• “Deliverables” means any tangible or intangible materials, reports, documentation, software configurations, or other outputs expressly defined in the applicable SOW.

• “SOW” (Statement of Work) means a written document describing scope, timelines, fees, assumptions, and deliverables.

2. Scope of Services

2.1 Professional Services shall be provided strictly in accordance with the applicable SOW.

2.2 Any modification to scope, deliverables, timelines, assumptions, or pricing must be agreed in writing via a change order signed by both Parties.

2.3 The Service Provider may utilize qualified subcontractors, provided that the Service Provider remains fully responsible for performance under the Agreement.

2.4 Services are provided on a best-efforts basis unless explicitly stated otherwise in the SOW.

3. Term and Completion

3.1 Each SOW shall specify its effective date and expected completion timeline.

3.2 Delays caused by the Client, including delayed approvals, access restrictions, or incomplete information, shall:

• extend delivery timelines accordingly; and

• entitle the Service Provider to reasonable additional compensation where applicable.

4. Fees and Payment

4.1 Fees shall be as stated in the applicable SOW and may be structured as:

• time and materials (hourly or daily rates),

• fixed price, or

• retainer-based.

4.2 Invoices shall be issued monthly in arrears unless otherwise agreed.

4.3 Payment is due within thirty (30) days from invoice date unless otherwise specified in the SOW.

4.4 Pre-approved travel and reasonable out-of-pocket expenses shall be reimbursed at cost.

4.5 Overdue amounts shall accrue statutory commercial interest in accordance with applicable law.

5. Client Obligations

The Client shall:

a) Provide timely access to relevant personnel, systems, information, and facilities; b) Ensure prompt internal decision-making and approvals; c) Provide accurate and complete information required for service delivery; d) Notify the Service Provider promptly of any identified deficiencies.

Failure to meet these obligations may impact timelines and cost.

6. Intellectual Property

6.1 Each Party retains ownership of its pre-existing intellectual property.

6.2 Subject to full payment of all fees due, Deliverables specifically created for the Client under the SOW shall become the property of the Client, unless otherwise agreed.

6.3 The Service Provider retains ownership of:

• underlying tools, frameworks, methodologies, know-how, and reusable components;

• general knowledge, skills, and experience acquired during performance.

6.4 To the extent Deliverables include Service Provider proprietary materials, the Client is granted a non-exclusive, perpetual license to use such materials solely for its internal business purposes.

7. Confidentiality

7.1 Each Party shall treat all non-public information disclosed in connection with the Professional Services as confidential.

7.2 Confidentiality obligations shall survive termination of the Agreement for a period of five (5) years, or longer where required by law.

7.3 Confidentiality obligations do not apply to information that:

• is publicly available without breach;

• was lawfully known prior to disclosure;

• is independently developed; or

• must be disclosed by law or court order.

8. Data Protection

8.1 Each Party shall comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable.

8.2 Where personal data is processed on behalf of the Client, the Parties shall enter into a separate Data Processing Agreement (DPA).

8.3 The Service Provider shall implement appropriate technical and organizational safeguards.

9. Warranties

9.1 The Service Provider warrants that Professional Services shall be performed:

• with reasonable skill and care;

• in accordance with generally accepted industry standards.

9.2 Except as expressly stated, no guarantees are provided regarding specific business, financial, regulatory, or operational outcomes.

10. Limitation of Liability

10.1 Liability shall be governed by the TOS.

10.2 Unless otherwise specified in the TOS, aggregate liability relating to a specific SOW shall not exceed the total fees paid or payable under that SOW in the twelve (12) months preceding the claim.

10.3 Neither Party shall be liable for:

• indirect or consequential damages;

• loss of profits;

• loss of business opportunity;

• reputational damage.

10.4 Nothing limits liability for fraud, gross negligence, or wilful misconduct.

11. Acceptance of Deliverables

11.1 Deliverables shall be deemed accepted:

• upon written confirmation by the Client; or

• if no material deficiencies are reported within ten (10) business days of delivery.

11.2 The Service Provider shall remedy documented material deficiencies within a reasonable timeframe.

12. Termination

12.1 Termination shall be governed by the TOS unless otherwise stated in the SOW.

12.2 Upon termination:

• the Client shall pay for all Services performed up to the termination date;

• agreed minimum commitments remain payable;

• each Party shall return or destroy confidential information.

13. Governing Law

This Addendum shall be governed by the law specified in the TOS or applicable SOW.