Service Schedule – Professional Services

1. About this Service Schedule

1.1. This Service Schedule only applies in respect of a Quotation that you and we execute that expressly provides for our supply of one or more of the following professional services to you (collectively, the Professional Services):

(a) Project Scoping Services;

(b) Consulting Services;

(c) Implementation Services;

(d) Data Migration Services;

(e) Training Services; and

(f) Software Development Services.

1.2. This Service Schedule must be read in conjunction with our Terms of Service and the other documents that comprise an Agreement.

2. Fees

2.1. In relation to the Fees for Professional Services:

(a) the Quotation will set out: 

2.1.a.1. a specified number of hours for our provision of Professional Services to you (Fixed Hours Engagement); or

2.1.a.2. a specified number of hours for our provision of Professional Services to you each month during the Term (Monthly Retainer);

(b) in respect of any Fixed Hours Engagement or Monthly Retainer, once you have used the specified number of hours, your engagement of our Professional Services shall be deemed to have come to an end until you buy further blocks of time (each, a Block of Time); 

(c) if you require our Personnel to work in the evenings, weekends or public holidays and depending on the availability of Personnel, we can do so at your written request only at our after-hours rates. For clarity, after-hours work is any work done outside of Business Hours on Business Days.

2.2. In respect of any Monthly Retainer, any unused hours at the end of each month during the Term are forfeited. 

2.3. You will be responsible for all costs and expenses of our Personnel for any onsite attendance, and for interstate travel, with respect to accommodation, meals and transport (collectively, Additional Expenses). You must reimburse us for all Additional Expenses that we incur within 7 days of the date of any invoice we issue to you for Additional Expenses.

3. Project Scoping Services

3.1. If “Project Scoping Services” is specified in a Quotation:

(a) we will carry out a detailed analysis, investigation, and evaluation of the components of your information technology environment and enterprise infrastructure specified in the Quotation; 

(b) we will carry out all work, analysis and evaluation as reasonably required in order for us to deliver a report to you outlining our recommendations as to the products and services that we consider will meet your objectives specified in the Quotation (Enterprise Architecture Report); 

(c) you must make all resources, equipment, data and Personnel available to us that we reasonably require in order to prepare the Enterprise Architecture Report; and

(d) we will deliver the Enterprise Architecture Report to you.

3.2. The Project Scoping Services do not include implementation of any recommendations or the provision, implementation, licensing or supply of any products and services (and the associated planning that will be required for the implementation) specified in the Enterprise Architecture Report; all such products, work and services will be subject to the negotiation of separate Quotations.

3.3. Any quotations or pricing included in the Enterprise Architecture Report are estimates only and are not binding on us, unless specified otherwise.

4. Consulting Services

4.1. If “Consulting Services” is specified in a Quotation, we will provide the Consulting Services in accordance with any requirements set out in the Quotation.

5. Implementation Services

5.1. If “Implementation Services” is specified in a Quotation we will implement, setup and configure the products and services specified in the Quotation (Implementation Services) in accordance with the technical requirements, dates, activities and responsibilities specified in the Quotation (Implementation Workplan).

5.2. In the course of carrying out the Implementation Services, we will:

(a) monitor the implementation activities performed by any of our Third Party Providers; and

(b) notify you of any Third Party Provider’s failure to perform its duties and obligations.

5.3. If any products fail to pass the acceptance tests specified in the applicable Implementation Workplan (Implementation Tests), and we can demonstrate that the reason for the failure or non-compliance with the applicable Implementation Tests was caused by an issue or defect in Your Equipment or an issue, incompatibility or defect in or with your technical environment, then:

(a) you must promptly (within 7 days or as otherwise set out in the Implementation Workplan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant products and services in accordance with the Implementation Workplan and Implementation Tests; and

(b) if you fail to correct or procure the correction of the relevant issue within the 7 day period referred to in clause 5.3(a), the products and services will be deemed to be accepted, notwithstanding the issue or defect.

5.4. If any products or services fail to pass the Implementation Tests in accordance with the Implementation Workplan due to our breach of the Implementation Workplan and you issue a written notice to us requiring us to rectify the non-compliance within 30 days of the completion of the failed Implementation Tests, we will promptly re-configure the relevant products or services in order to rectify the non-compliance.

6. Data Migration Services

6.1. This clause 6 will only apply if “Data Migration Services” is specified in a Quotation.

6.2. The Data Migration Services are limited to the following tasks:

(a) the development of a data migration and deployment strategy (Migration Plan) for the migration of data from the database specified in the Quotation (Legacy Data) to a target database (Target Database);

(b) extracting the Legacy Data;

(c) converting the Legacy Data into a format suitable for the target database specified in the Migration Plan (Converted Data); and

(d) importing the Converted Data into the target database,

as specified in the Quotation.

6.3. You must comply with your obligations with respect to data migration as set out in the Quotation (including, by ensuring the integrity of the data, de-duplication of the data, assisting us with data extraction and providing data translation maps, where required by us).

6.4. We will use reasonable endeavors to ensure that the Converted Data is successfully integrated with and compatible with the Target Database, but will not be liable for any incompatibility caused by any modification of your technical environment, the target database or your systems that we have not approved in writing.

6.5. You represent and warrant that you have the right to engage us to transfer any Legacy Data (whether in the form of Converted Data or otherwise) to the Target Database and that the transfer and conversion will comply with Applicable Law.

6.6. We are not liable for any failure to carry out Data Migration Services where caused by your or your Personnel’s breach of the Migration Plan or any provision of this clause 6.

6.7. For the avoidance of doubt, we have no obligation to encrypt any Legacy Data or Converted Data and/or provide access review or data loss prevention services as part of the Data Migration Services.

7. Training Services

7.1. If “Training Services” is specified in a Quotation, we will train your Personnel specified in the Quotation on the allocated number of days set out in the Quotation, at mutually agreed times (Training Services). The Training Services shall be delivered online unless otherwise agreed.

7.2. If the Training Services are carried out in person at your premises, you will be responsible for all costs and expenses of our Personnel in connection with travel to and attendance at the training (Training Expenses). You must reimburse us for all Training Expenses that we incur within 28 days of the date of any invoice that we issue to you for the Training Expenses.

8. Software Development Services

Waterfall Software Development

8.1. Clauses 8.2 – 8.4 will only apply with respect to “Waterfall Software Development Services” specified in a Quotation.

8.2. We will develop the software deliverables specified in the Quotation (the Deliverables) in accordance with the Specifications.

8.3. You must not use and/or implement any Deliverables into your environment until they pass the applicable acceptance tests set out in the Quotation.

8.4. If you notify us that a Deliverable fails to pass an acceptance test:

(a) we will promptly (within 21 days or as otherwise agreed) correct or procure the correction of the relevant issue or defect and re-test the Deliverable; and

(b) if we do not correct or procure the correction of the relevant issue or defect after 3 rounds of acceptance testing, you may terminate the part of the Agreement that applies to that Deliverable.

Agile Software Development

8.5. Clauses 8.6 – 8.8 will only apply with respect to “Agile Software Development Services” specified in a Quotation

8.6. We will develop software for you set out in the Quotation (the Deliverables) via an agile development process. For the purposes of the Agreement, “agile development process” means a process by which you can change the priority and tasks that you wish us to carry out during the development of the Deliverables.

8.7. The Quotation will specify the number of weekly, fortnightly or monthly software development sprints under which the Deliverables will be developed (each a Sprint), their duration and a timetable for us to meet with you to discuss each forthcoming Sprint, (each a Sprint Meeting). At each Sprint Meeting, we will discuss the product backlog, Sprint requirements and acceptance test criteria for each of the Deliverables (Acceptance Test).

8.8. You may modify the product backlog, Sprint requirements and acceptance test criteria at any Sprint Meeting in your absolute discretion. During each Sprint, we agree to use reasonable endeavours to develop the Deliverables, prior to the end of the Sprint, in accordance with the Sprint requirements and acceptance test criteria that apply to that Sprint and: 

(a) we will not be liable for any non-compliance with the Sprint requirements and acceptance test criteria beyond our reasonable control, including because there is insufficient time in the Sprint to develop the Deliverables or where the Deliverables developed during the Sprint include bugs and errors; and

(b) you hereby release us from any claims that you would otherwise have against us concerning any non-compliance with the Sprint requirements and acceptance test criteria beyond our reasonable control.

8.9. Subject to clause 8.10, IPR in each Deliverable developed by us in the course of providing software development services under this clause 8 (Software Development Services) shall vest in you upon your payment of the Fees associated with the Deliverable.

8.10. Notwithstanding clause 8.9:

(a) the IPR in any materials (including any software tools, libraries, Source Code, Object Code and reports and other intellectual property) that we develop prior to the Commencement Date (or enhance during the term of the Agreement) or that we develop outside the scope of the Agreement (collectively, Background Material) will not vest in you and are owned by, and vest wholly in, us at all times;

(b) nothing in the Agreement requires us to supply any Background Material (including any Source Code or Object Code therein) to you at any time;

(c) if we supply any Background Material to you, we retain ownership of all IPR therein and we grant you a limited, non-exclusive, non-transferable, non-sublicensable royalty-free licence to use the Background Material but only in the form that we deliver it to you, and only for the term specified in the relevant Quotation; 

(d) you must not use any Background Material without our prior written consent; and

(e) nothing in the Agreement affects the ownership of all and any Background Material or third-party owned software or other intellectual property.

9. Definitions

9.1. In this Service Schedule, words in bold font in parentheses have the meanings given to them therein and words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service.