Netgain Professional Services Addendum
Netgain Professional Services Addendum
1. OVERVIEW
This Professional Services Addendum ("PSA") is an addendum to the Subscription Services Agreement (the "Agreement") between Netgain Solutions, Inc. ("Netgain") and Customer. Customer has entered into the Agreement for the provision of services as noted on the Customer Quote Form. If Customer procures Professional Services from Netgain, all such services shall be provided pursuant to the terms and conditions herein. Capitalized terms used in this PSA shall have the meanings defined in the Agreement. The terms and conditions of this PSA are hereby incorporated by reference into the Agreement.
2. SCOPE OF SERVICES
2.1 Professional Services Engagement
Subject to the terms and conditions of the Agreement and this PSA, Netgain will provide Professional Services as described in the applicable Quote/Order Form executed by Netgain and Customer. All Professional Services not expressly included in the Quote/Order Form or this PSA are considered out of scope for Netgain.
2.2 Remote Delivery
Netgain will perform all Professional Services remotely unless otherwise agreed upon and noted on the Quote/Order Form.
3. CUSTOMER OBLIGATIONS
3.1 Customer Responsibilities
Customer acknowledges that Netgain's ability to perform the outlined Professional Services depends on Customer's fulfillment of the following obligations:
- Provide Netgain with access to relevant functional, technical, and business resources with adequate skills and knowledge to support the performance of Professional Services.
- Provide any necessary notices and obtain any consents required for Netgain to perform Professional Services.
- Ensure timely provision of complete and accurate information, data, and access to systems necessary for service delivery.
- For NetSuite-related services, maintain an active NetSuite subscription and provide Netgain with administrator-level access to the applicable NetSuite environments.
3.2 Project Timelines
Project timeline estimates are based on the availability of Customer resources and key decision-makers. Delays in access to necessary stakeholders may impact project timelines and costs. Netgain will not be responsible for deficiencies resulting from Customer’s failure to meet obligations.
3.3 Delivery of Professional Services
Unless otherwise noted in this PSA or agreed to in writing, the following assumptions are based on information provided by Customer to Netgain relating to the needs for Professional Services and have been used to develop Netgain’s current level of effort and fees. Deviations from these assumptions may lead to commensurate changes in the timeline and fees and will be handled through the Change Order Request Process described in Section 4:
- Netgain delivery team resources: Netgain Professional Services resources are engaged across multiple projects for various customers and are not dedicated to any single project/Customer engagement.
- Scope: Any supplemental services not specifically included within the Quote Form and this PSA with the product standard implementation scope of services will be deemed outside the scope and may require a Change Order.
- Remote Professional Services/Onsite Considerations: Services will be provided remotely in English (whether verbally or in writing) via telephone, email, and web conferencing. At Customer’s request and at Netgain’s discretion, onsite visits may be arranged, subject to the expense terms noted in section 5.2.
- Language: All documentation, presentations, and project communications will be in English unless otherwise agreed upon in writing.
- Work Hours: Netgain delivery team members will generally work normal business hours within their respective time zones unless other arrangements are specified.
- Recording of Remote Sessions: Netgain may record remote sessions for quality assurance, note-taking, and follow-up purposes. If Customer wishes to maintain its own recordings, it is responsible for initiating and downloading them. Customer acknowledges that content discussed during these sessions does not alter existing agreements and does not constitute a Change Order. Unauthorized distribution of recorded material is prohibited, and Netgain reserves the right to limit recordings at any time.
- Go-Live: You and Netgain understand and acknowledge that go-live occurs upon cut-over to Your production environment (i.e. the date when you start using the Production environment as the system of record for transactions) (“Go-Live”) and that post Go-Live monitoring begins at cut-over.
3.4 Working with Third Party Vendors
For the purposes of this section, the term “Vendor” refers to third parties that have contracted directly with the Customer to provide services and/or products that may touch/interact with any portion of the Netgain products and/or solution(s) being implemented by Netgain (“Vendor Project”). Netgain and Customer shall agree on Vendor coordination activities as part of project planning.
It is assumed that any discussions relating to the Vendor Project will be handled directly by the Customer and Vendor. Vendor has contracted directly with the Customer for all services and deliverables related to the Vendor Project, and deliverables listed in those contracts are not in scope and Netgain will not be responsible or liable for the Vendor Project or the provision of any Vendor deliverables or services.
4. CHANGE ORDERS
4.1 Change Request Process
If Customer or Netgain requests a change in the specifications, requirements, Deliverables, or scope of the Professional Services, the requesting party shall provide written notice. Within three (3) business days of receipt, the project leads from both parties shall meet to discuss the proposed changes. Netgain will prepare a change order via a Quote Form describing any applicable changes in scope, fees, or timelines (each, a "Change Order").
4.2 Change Order Execution
Change Orders are not binding unless executed by both parties. Executed Change Orders become part of this PSA.
5. PROFESSIONAL SERVICES FEES, EXPENSES, & TERM
5.1 Fees
The total price indicated in the Quote/Order Form is based on the assumptions documented in this PSA. Any requirements not included in the Quote/Order Form or this PSA will be handled through a Change Order and may result in additional costs.
5.2 Expenses
Because Professional Services are typically performed remotely, no expenses are expected unless otherwise agreed upon and provided for in the Quote/Order Form.
If onsite travel is mutually-agreed upon by Netgain and Customer, Customer will be responsible for the payment of customary and reasonable travel and out-of-pocket expenses.
5.3 Term
This PSA is valid for the duration of the Quote/Order Forms that reference it. Professional Services must be utilized within the agreed timeframe. Any unused services due to Customer's failure to meet obligations will be forfeited without refund or credit.
5.4 Additional Services
Any Professional Services required beyond the hours listed in the Quote/Order Form, or if the project extends beyond the standard timeframe specified, will be billed at a rate of $300 per hour. Netgain will notify Customer in advance before incurring any additional charges. Unless otherwise specified, Professional Services must be utilized within ninety (90) days from the Project Kickoff date. Any unused services beyond this period will require a Change Order and may be subject to additional fees.
6. GENERAL TERMS
6.1 Entire Agreement
This PSA, together with the Agreement and any Quote/Order Forms referencing it, constitutes the entire understanding between Customer and Netgain regarding Professional Services. Any modifications must be in writing and signed by both parties.
6.2 Intellectual Property
Netgain retains ownership of any proprietary tools, methodologies, and intellectual property used in providing Professional Services. Customer is granted a limited right to use any deliverables solely for its internal business operations.
6.3 Subcontracting
Netgain's relationship with Customer under this PSA is that of an independent contractor. Neither party has authority to bind the other or assume obligations on behalf of the other.
6.4 Force Majeure
Neither party shall be liable for delays or non-performance (excluding payment obligations) resulting from unforeseen events such as natural disasters, acts of war, terrorism, labor disputes, or government actions.
7. STANDARD SCOPE OF SERVICES FOR PRODUCT IMPLEMENTATIONS
When Customer purchases a product implementation as noted on the Customer Quote Form, the supplemental scope, requirements, and deliverables associated with each product implementation are linked to below and are considered part of this PSA:
1. OVERVIEW
This Professional Services Addendum ("PSA") is an addendum to the Subscription Services Agreement (the "Agreement") between Netgain Solutions, Inc. ("Netgain") and Customer. Customer has entered into the Agreement for the provision of services as noted on the Customer Quote Form. If Customer procures Professional Services from Netgain, all such services shall be provided pursuant to the terms and conditions herein. Capitalized terms used in this PSA shall have the meanings defined in the Agreement. The terms and conditions of this PSA are hereby incorporated by reference into the Agreement.
2. SCOPE OF SERVICES
2.1 Professional Services Engagement
Subject to the terms and conditions of the Agreement and this PSA, Netgain will provide Professional Services as described in the applicable Quote/Order Form executed by Netgain and Customer. All Professional Services not expressly included in the Quote/Order Form or this PSA are considered out of scope for Netgain.
2.2 Remote Delivery
Netgain will perform all Professional Services remotely unless otherwise agreed upon and noted on the Quote/Order Form.
3. CUSTOMER OBLIGATIONS
3.1 Customer Responsibilities
Customer acknowledges that Netgain's ability to perform the outlined Professional Services depends on Customer's fulfillment of the following obligations:
- Provide Netgain with access to relevant functional, technical, and business resources with adequate skills and knowledge to support the performance of Professional Services.
- Provide any necessary notices and obtain any consents required for Netgain to perform Professional Services.
- Ensure timely provision of complete and accurate information, data, and access to systems necessary for service delivery.
- For NetSuite-related services, maintain an active NetSuite subscription and provide Netgain with administrator-level access to the applicable NetSuite environments.
3.2 Project Timelines
Project timeline estimates are based on the availability of Customer resources and key decision-makers. Delays in access to necessary stakeholders may impact project timelines and costs. Netgain will not be responsible for deficiencies resulting from Customer’s failure to meet obligations.
3.3 Delivery of Professional Services
Unless otherwise noted in this PSA or agreed to in writing, the following assumptions are based on information provided by Customer to Netgain relating to the needs for Professional Services and have been used to develop Netgain’s current level of effort and fees. Deviations from these assumptions may lead to commensurate changes in the timeline and fees and will be handled through the Change Order Request Process described in Section 4:
- Netgain delivery team resources: Netgain Professional Services resources are engaged across multiple projects for various customers and are not dedicated to any single project/Customer engagement.
- Scope: Any supplemental services not specifically included within the Quote Form and this PSA with the product standard implementation scope of services will be deemed outside the scope and may require a Change Order.
- Remote Professional Services/Onsite Considerations: Services will be provided remotely in English (whether verbally or in writing) via telephone, email, and web conferencing. At Customer’s request and at Netgain’s discretion, onsite visits may be arranged, subject to the expense terms noted in section 5.2.
- Language: All documentation, presentations, and project communications will be in English unless otherwise agreed upon in writing.
- Work Hours: Netgain delivery team members will generally work normal business hours within their respective time zones unless other arrangements are specified.
- Recording of Remote Sessions: Netgain may record remote sessions for quality assurance, note-taking, and follow-up purposes. If Customer wishes to maintain its own recordings, it is responsible for initiating and downloading them. Customer acknowledges that content discussed during these sessions does not alter existing agreements and does not constitute a Change Order. Unauthorized distribution of recorded material is prohibited, and Netgain reserves the right to limit recordings at any time.
- Go-Live: You and Netgain understand and acknowledge that go-live occurs upon cut-over to Your production environment (i.e. the date when you start using the Production environment as the system of record for transactions) (“Go-Live”) and that post Go-Live monitoring begins at cut-over.
3.4 Working with Third Party Vendors
For the purposes of this section, the term “Vendor” refers to third parties that have contracted directly with the Customer to provide services and/or products that may touch/interact with any portion of the Netgain products and/or solution(s) being implemented by Netgain (“Vendor Project”). Netgain and Customer shall agree on Vendor coordination activities as part of project planning.
It is assumed that any discussions relating to the Vendor Project will be handled directly by the Customer and Vendor. Vendor has contracted directly with the Customer for all services and deliverables related to the Vendor Project, and deliverables listed in those contracts are not in scope and Netgain will not be responsible or liable for the Vendor Project or the provision of any Vendor deliverables or services.
4. CHANGE ORDERS
4.1 Change Request Process
If Customer or Netgain requests a change in the specifications, requirements, Deliverables, or scope of the Professional Services, the requesting party shall provide written notice. Within three (3) business days of receipt, the project leads from both parties shall meet to discuss the proposed changes. Netgain will prepare a change order via a Quote Form describing any applicable changes in scope, fees, or timelines (each, a "Change Order").
4.2 Change Order Execution
Change Orders are not binding unless executed by both parties. Executed Change Orders become part of this PSA.
5. PROFESSIONAL SERVICES FEES, EXPENSES, & TERM
5.1 Fees
The total price indicated in the Quote/Order Form is based on the assumptions documented in this PSA. Any requirements not included in the Quote/Order Form or this PSA will be handled through a Change Order and may result in additional costs.
5.2 Expenses
Because Professional Services are typically performed remotely, no expenses are expected unless otherwise agreed upon and provided for in the Quote/Order Form.
If onsite travel is mutually-agreed upon by Netgain and Customer, Customer will be responsible for the payment of customary and reasonable travel and out-of-pocket expenses.
5.3 Term
This PSA is valid for the duration of the Quote/Order Forms that reference it. Professional Services must be utilized within the agreed timeframe. Any unused services due to Customer's failure to meet obligations will be forfeited without refund or credit.
5.4 Additional Services
Any Professional Services required beyond the hours listed in the Quote/Order Form, or if the project extends beyond the standard timeframe specified, will be billed at a rate of $300 per hour. Netgain will notify Customer in advance before incurring any additional charges. Unless otherwise specified, Professional Services must be utilized within ninety (90) days from the Project Kickoff date. Any unused services beyond this period will require a Change Order and may be subject to additional fees.
6. GENERAL TERMS
6.1 Entire Agreement
This PSA, together with the Agreement and any Quote/Order Forms referencing it, constitutes the entire understanding between Customer and Netgain regarding Professional Services. Any modifications must be in writing and signed by both parties.
6.2 Intellectual Property
Netgain retains ownership of any proprietary tools, methodologies, and intellectual property used in providing Professional Services. Customer is granted a limited right to use any deliverables solely for its internal business operations.
6.3 Subcontracting
Netgain's relationship with Customer under this PSA is that of an independent contractor. Neither party has authority to bind the other or assume obligations on behalf of the other.
6.4 Force Majeure
Neither party shall be liable for delays or non-performance (excluding payment obligations) resulting from unforeseen events such as natural disasters, acts of war, terrorism, labor disputes, or government actions.
7. STANDARD SCOPE OF SERVICES FOR PRODUCT IMPLEMENTATIONS
When Customer purchases a product implementation as noted on the Customer Quote Form, the supplemental scope, requirements, and deliverables associated with each product implementation are linked to below and are considered part of this PSA: