Professional Services terms and conditions


Professional Services terms and conditions

This policy was last modified on August 29, 2017.

  1. License. Upon payment in full of all amounts due, you may use the deliverables provided to you by us in connection with the PureCloud Service only in accordance with the terms of the Agreement. As such, you have the right to use any deliverables provided in accordance with the Agreement. We are not assigning any ownership in any deliverables (or related PureCloud Service) pursuant to any part of the Agreement; such deliverables are being provided, if at all, pursuant to the terms of the Agreement including but not limited to the sections regarding Conditions of Use. We or our licensors or suppliers own all right title, and interest in and to the PureCloud Service, any deliverables or other materials provided or made available to you hereunder and you will not take any action that jeopardizes our or our licensors’ or suppliers’ rights in deliverable or any materials shared with you or acquire or assert any right in such deliverables or materials. Further any services, related deliverables and any other materials shared with you are to be treated as confidential information.
  2. Professional Services Warranty. Subject to the Exclusions, we warrant to you for a period of ninety (90) days after delivery that the services were performed with commercially reasonable skill, care and diligence and the services materially conform to the description in this Agreement, Order Form, or any applicable SOW. You acknowledge that the Software and any provided deliverables function solely as a conduit for transmission and storage of data. We are not responsible for and will have no liability for the content, accuracy, completeness, timeliness, security, integrity, utility, or applicability of the data stored or transmitted using the Software, the deliverables, the PureCloud Service or any other services. WE HAVE NO RESPONSIBILITY UNDER WARRANTY, INDEMNIFICATION OR OTHERWISE, FOR MODIFICATIONS OR CUSTOMIZATIONS OF ANY SOFTWARE, DELIVERABLES OR ANY OTHER MATERIALS OR SERVICES (INCLUDING THE PURECLOUD SERVICE) PROVIDED HEREUNDER BY US, CUSTOMER OR ANY THIRD PARTY EVEN IF SUCH CUSTOMIZATION AND/OR MODIFICATION IS MADE USING OUR TOOLS, TRAINING OR METHODS DOCUMENTED BY US. WE MAKE NO OTHER WARRANTY OF ANY KIND WITH RESPECT TO SERVICES, DELIVERABLES OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT AND WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  3. Professional Services Warranty Remedy. If you become aware of a services warranty breach and you notify us of such breach within ninety (90) days after delivery of the services, then we will at our option use commercially reasonable efforts to bring the non-conforming services into conformance, or provide a refund to you for the non-conforming services. If we do not bring the non-conforming services into conformance within forty-five (45) days after you have given us timely written notice of breach of this warranty, you may terminate that portion of the Order Form upon written notice to us. You will immediately thereafter return to us or destroy all non-conforming deliverables and we will refund to you the amount actually paid by you for the non-conforming services within thirty (30) days after receipt of an affidavit signed by your officer, owner or managing partner confirming that these actions have been completed. The foregoing is your sole and exclusive remedy for any breach of warranty.
  4. Services. We will deliver the services as part of the Order Form. Any requirements not described herein are to be assumed out-of-scope and subject to a project Change Order as defined within the Change Order Section or alternatively written as a separate SOW or Order Form.
  5. Incompatibility. We may cease the performance of services if we identify incompatibility with your communications systems, computer systems, network or third party software not provided by us. In such event, we will notify you of the problem and together decide on a course of action. You will pay for any additional services mutually agreed by the parties in order to address compatibility issues. We will not be responsible for any of your IT project roll-outs that are scheduled in conjunction with the implementation. Any delays due to these endeavors may require a project change order and additional fees. Integration with any third party software or system is not included unless noted herein. Changes to your legacy systems are out of scope unless specifically mentioned within this Agreement.
  6. Professional Services Termination. Either party may terminate the applicable Order Form upon at least thirty (30) days prior written notice to the other party. Either party may terminate the applicable Order Form for cause upon notice and thirty (30) days opportunity to cure (if susceptible to cure) if the other party commits a material breach of the applicable Order Form. All Order Forms and SOWs will terminate when the applicable Agreement terminates or expires. Upon termination of the applicable Order Form for any reason, we will invoice you for all services performed through and including the date of termination. You must stop using all services and related deliverables and other materials provided hereunder upon termination of the applicable Order Form. All terms of the applicable Order Form and this Agreement which, by their nature, are intended to survive termination will survive termination including your payment obligations.

CUSTOMER RESPONSIBILITIES

  1. Customer Contact. You will designate one contact person and a backup in his or her absence (a “Customer Contact”). The Customer Contact will act as a single point of contact between you and us with respect to all communications relating to the services. If we receive work requests other than from the Customer Contact and, as a result, we perform services that could otherwise have been avoided, we may at our option invoice you for such services and you will pay us our then-current rates for such services. The Customer Contact will be responsible for all communications and project management among all of your parties (staff, vendors, consultants) and for the escalation and resolution of any issues for you. You will recognize our Project Manager as the main point of contact for this project. All issues or concerns must be communicated to our Project Manager who will address all issues and then forward to the appropriate person for resolution.
  1. Cooperation. You agree that the successful and timely performance of the services requires your good faith cooperation and that the participation and commitment of your project team during the project will be a key to its success. This participation and involvement will include assigned tasks to your team members as outlined in the applicable project plan. Accordingly, you agree to fully cooperate with us including without limitation: (i) providing relevant information and your materials as reasonably requested; (ii) granting us a royalty-free, non-exclusive license to use such information and materials to perform the services; (iii) providing access to all necessary equipment during the agreed upon date and time of installation; (iv) making your personnel available to us as reasonably requested; (v) permitting us to access your network via a virtual private network (VPN) as reasonably requested; and (vi) permitting us to have any required after-hours and/or weekend access to any project sites. You acknowledge that the services may be delayed or not completed if you do cooperate with us or if our performance is otherwise delayed or prevented by you or your contractors or agents. If completing a particular milestone requires performance of tasks by you or a third party outside our control, the completion dates for such milestones will be equitably adjusted.
  2. Security. You warrant that you have obtained valid licenses or other legal rights to use, and to permit us to use on your behalf, all equipment, software, documentation and other materials not provided by us that are used in the performance of the services. If we provide services at your place of business or other location under your control, you warrant that such location will be safe for occupation and use by our employees and contractors and you will indemnify us and our employees and contractors for any damage to person or property incurred by them as a result of any unsafe condition. Our employees and contractors will comply with all reasonable physical safety and security policies communicated to us by you.
  3. Customer Data. Prior to providing us access to your computer system or network, you are responsible for performing a full backup including all Customer Data. We will have no responsibility for your failure to perform a full backup or for the results of the backup including the reliability of your backup software, equipment or media. It is solely your responsibility to determine and implement all necessary steps to backup Customer Data and we will have no responsibility for loss of or damage to Customer Data.
  4. Technical Provisions. You are responsible for providing the necessary server/networking infrastructure to implement and utilize the system, cables, cabling, and connections to “house” wiring, and guaranteeing the house wiring has been tested and is fully certified to function. You are also responsible for maintaining any hardware (servers, gateways, IP phones, headsets, overhead paging, security, time clocks, etc.), software, and services you purchased through a third party vendor or consultant. This includes the hardware, hardware support, and troubleshooting of any issues related to this hardware. We may, at our sole discretion, provide technical services for troubleshooting third party vendor hardware issues for an additional fee.

PROJECT MANAGEMENT

We will provide Project Management responsibilities for all deliverables. Our Project Manager or Enablement Lead will be the single point of contact for you throughout the duration of the project and will track all aspects of its delivery. Our Project Manager or Enablement Lead will guide the project through the methodology utilizing standardized meetings and status reports. These reports will indicate progress against the committed timeline and deliverables and milestones.

SERVICE ACCEPTANCE

Upon completion of requested work, Genesys will issue Customer a Service Acceptance notification. Lack of notification to your Service Account Manager or Project Manager within two (2) calendar weeks will imply all service requests have been completed to your satisfaction, and will be considered accepted. Acceptance of the Service shall indicate that Genesys has fulfilled all tasks and obligations outlined in the Order or Service Request. Any software or hardware defects remaining at the time of Acceptance will be transitioned to the Genesys Support Services team and/or the support team of the responsible vendor, and noted on the Acceptance notification.

RECRUITMENT

During the term of this Agreement and for a period of one (1) year thereafter, each party shall not solicit the employment of any employee of the other party with whom the party has had contact in connection with the relationship arising under this engagement. The preceding will not prohibit either party from engaging in general solicitation efforts, such as publishing newspaper or online advertisements and job postings, and/or contacting individual employees of the other party through “headhunters” (but not at the specific direction of the hiring party) or in response to resumes or job inquiries posted or instigated first by such employees.

ASSUMPTIONS

Genesys has used the following assumptions and dependencies. These assumptions are inextricably related to the pricing Genesys has made for the services.

  1. All services will be delivered remotely, unless otherwise stated.
  2. Genesys will communicate with Customer’s Project Manager, the appointed Point of Contact for Customer on every project. He/she will be responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalation and resolution of any issues for Customer. Customer is responsible for all hardware, software, and services provided by other consultants or third party vendors that may also be involved with the project.
  3. The participation and commitment of Customer project team during the project will be a key to its success. This participation and involvement will include assigned tasks to Customer team members as outlined in the Project Plan.
  4. Customer will provide the necessary server/networking infrastructure to implement and utilize the system.
  5. Genesys may require after-hours and/or weekend access to any project sites.
  6. Customer will provide access to all necessary equipment during the agreed upon date and time of installation.
  7. Customer will recognize Genesys’s Project Manager or Enablement Lead as the main point of contact for this project. All issues or concerns must be communicated to Genesys’s Project Manager or Enablement Lead who will address all issues and then forward to the appropriate person for resolution.
  8. Customer will provide a safe and secure work environment.
  9. Customer is responsible for any hardware (servers, gateways, IP phones, headsets, overhead paging, security, time clocks, etc.) purchased by Customer through a 3rd party vendor. This includes the hardware, hardware support, and troubleshooting of any issues related to this hardware. Genesys may provide technical services for troubleshooting 3rd party vendor hardware issues for an additional fee.
  10. All services, materials and communications are assumed to be delivered in English, unless otherwise specifically noted.
  11. Customer is responsible for providing cables, cabling, and connections to “house” wiring and guaranteeing the house wiring has been tested and is fully certified to function.
  12. Genesys will not be responsible for any Customer IT project roll-outs that are scheduled in conjunction with the implementation. Any delays due to these endeavors may require a project change order and additional Customer funding.
  13. Genesys will not be responsible for any delays caused by Customer. Any delays resulting in cost implications may require a project change order and additional Customer funding.
  14. Integration with any third party software or system is not included unless noted herein.
  15. Active directory data synchronization is considered successful if employees have valid first.name, last.name, phone number and email address in consistent format within the results of the LDAP query.
  16. Genesys is not responsible for data synchronization within systems that are not utilizing PureCloud Collaborate.
  17. Changes to Customer’s legacy systems are out of scope unless specifically mentioned.
  1. Travel and Expenses are NOT included and are billed monthly, separately as incurred. Price does not include applicable VAT, sales or use taxes. All payments are to be made in the currency used by the Pricing section of this document.

CHANGE ORDER

Any of the following items will be considered Out of Scope and require a Change Order:

  1. Items not included within the Premier Success Services or Enablement package selected
  2. Service requests not included in the services catalog options (e.g., custom development/integration) for Premier Success Services
  3. Material changes in the Scope or effort
  4. Material changes in the number or type of Deliverables to meet the defined scope of effort
  5. Changes to the Project resource requirements
  6. Changes to scheduled dates after acceptance of the Project Plan
  7. Requests for additional work not defined
  8. Work outside of regular business hours (8am-5pm), weekend and/or holiday work (with the exception of go-live/cutover)

Genesys will estimate the time and cost needed to implement the change and the impact it may have on the delivery of this Agreement. Genesys will perform the requested work once the Change Order has been completed and signed by Customer representative. Any change in price due to a Change Order will require a Purchase Order and will be due upon invoice.