Professional Services Terms

Updated: March 7, 2018

1 Definitions

"Scope of Work" The Scope of Work, attached to an Order Form, is the sole basis for Professional Service to be provided by Us.

1.2 "Sub-Contractors" We shall be entitled to use subcontractors to deliver the Professional Services. We shall be liable for Our subcontractors’ work in the same manner as for Our own Professional Service.

2 Warranty and Changes to the Professional Service

We warrant that we will provide the Professional Services in a professional manner and that the Professional Services will, in all material respects, conform with the Scope of Work. However, since he Scope of Work is the sole basis for the work to be performed by Us We cannot give You any additional warranties, whether express or implied.

Either of the parties may request changes to the Professional Service. Should the change be requested by Us, such change shall only be effective if approved by You in writing and should the change be required by You such change shall only be effective if approved by Us in writing. If We upon Your request accept a change in the delivery time or the time schedule, We shall be entitled to a reasonable postponement of any subsequent delivery date or other date in the time schedule.

If You require a change of the time for performance of a Professional Service or part of a Professional Service, and We agree to such change, We shall have the right to charge a fee as follows: (i) Notice received more than 14 calendar days prior to originally scheduled date of Professional Service: no charge, (ii) Notice received 14 -7 calendar days prior to originally scheduled date of Professional Service: 50% of the Professional Service fee for the changed Professional Service plus actual costs incurred by Us, if any. (iii) Notice received less than 7 calendar days prior to originally scheduled date of Professional Service: 100% of the Professional Service fee for the changed Professional Service plus actual costs incurred by Us, if any.

3 Customer's Duty to Co-operate

You acknowledge that close co-operation between You and Us will be needed to deliver the Professional Services in a successful and timely manner and You agree that You will make all prerequisites and needed resources available well in time, so that We can meet any delivery dates stipulated in the Order Form.

4 Time Schedule and Extension of Time Schedule

We shall perform the Professional Service in a professional manner and in accordance with the agreed time schedule, if any, defined in the Scope of Work or by Us during the cause of the project. All delivery times are estimates only if not explicitly agreed otherwise in the Scope of Work.

If a delay in delivery is due to You or circumstances relating to You, We shall be entitled to necessary extension of the time limit and the agreed delivery date shall be postponed to a time reasonable in the light of the circumstances.

5 Actual Delivery Date

The actual delivery date of the Professional Service, is the day (whichever occurs first) when:(i) the Professional Service are accepted by You; or(ii) five (5) days after We have informed You that the Professional Service have been performed in accordance with the agreed description in the Scope of Work, provided You have not notified Us in writing of a justified complaint in respect of such Professional Service within such 5 day period, or (iii) You take the Professional Service, or a part thereof, into operational or commercial use.

6 Delayed Delivery

6.1 Our Delay in Delivery. A delay in delivery occurs when the date of actual delivery is later than the agreed firm delivery date and such delay is caused solely by Us or circumstances solely relating to Us.

6.2 Liquidated Damages. If not explicitly agreed otherwise in the Order Form liquidated damages (i.e. a penalty) shall be payable in the event of delay of a firm delivery date, which is caused solely by Us or circumstances solely relating to Us. The damages payable for each week of delay or part thereof shall be 0.5 % of the payment for the delayed part of the Professional Service unless otherwise agreed. If You are entitled to liquidated damages, the total of such damages shall not exceed 10 % of the payment for the delayed part of Professional Service and You shall not be entitled to any additional compensation for such damages.

6.3 Termination. If delay in delivery caused by Us or circumstances relating to Us, continues for more than six months, You may give the Us written notice of immediate termination of the Order Form. In such case You shall be entitled to a refund of payments made for the Professional Service and be entitled to receive liquidated damages, provided that We have agreed that liquidated damages shall be payable in the event of delay. You shall not be entitled to any additional damages or other compensation for termination due to delay of Professional Services.

6.4 Your Delay. If delay in delivery has been caused by You or circumstances relating to You, We shall have the right to postpone Our obligations with a reasonable time corresponding to the time delay caused by Your actions or omissions and have the right to invoice any additional work performed by Us due to such delay caused by You at the hourly rate according to Our standard price list in effect at the time such work is performed. We shall further, after giving written notice to You, have the right to cease work until You have fulfilled the undertakings which have caused the delay and shall be entitled to compensation for losses which he incurs as a consequence of such delay. If such delay is substantial, We may give You written notice of termination of the Order Form for Professional Service. In such case We shall be entitled to payment for work carried out, costs incurred pursuant to the Agreement and fees for Your use of the Service should the Service have been put into operational or commercial use by You, up to the date of termination of the Order Form and compensation for direct losses incurred as a consequence of such termination.

6.5 Claims due to delays. In order not to forfeit the right to institute legal proceedings, any party making a claim as a consequence of the fact that delay has occurred shall, no later than three months after actual date of delivery, give the other party written notice of his intentions.

7 Intellectual Property Rights

7.1 Customized Software. Should the Professional Service include the development by Teleopti of any customized software, all rights and title to such developed software shall be vested in Teleopti, and You shall receive the limited subscription right to use such customized software as is granted to the Service. This shall apply irrespectively of whether You have provided Us with specific design material or other assistance in the development of such software.

7.2 Limited License to Use Your Intellectual Property Rights. We are granted a non-exclusive right to use Your intellectual property insofar as this is necessary for Us to fulfill Our duties in the project.