6. CRMSocius Standard Terms and Conditions

 

6.1 - Professional Services Agreement

This Proposal / Statement of Work (SOW) and any Information and/or exhibits or attachments shall be governed by the terms of this Professional Services Agreement where «Deals.Account Name» (“Customer”) and Digital Socius LTD trading as CRMSocius. (“Consultant"). This SOW is an estimate of time and cost needed to fulfil the Customer's requirements based on the communication between the Customer and Consultant to date. Proposal / SOW and any of its proposal items and associated costs are estimations based on current information and are not final / fixed costs, Where Customer is not a party to this engagement, Customer hereby acknowledges and agrees it is a Customer entity (as defined in the agreement).

The customer agrees that the terms of the agreement are hereby incorporated into this SOW by this reference and the Customer further agrees that it shall comply with and be bound by the terms of the agreement as though it were a party of the same part as "Customer", as defined in the agreement.

 

6.1.1 CRMSocius Obligations

The purpose of this SOW is to estimate the time and costs involved to complete the agreed scope / Customer requirements of either the entire project or agreed individual phases to be delivered by the Consultant.

The Consultant can provide the following services if included in the SOW to the Customer:

Research and Analysis

Data Analysis 

Project Management 

Configuration

Development

Implementation

Integration with 3rd party applications

Testing

Training

System Deployment

Consultancy

 

6.1.2 Customer Obligations

The Customer shall be responsible for the following during the engagement:

Assigning an internal Project Manager or single point of contact for the Consultant for the duration of the project Providing the Consultant with continuous administrative access to the Zoho or other required technology environments

Providing contact information for all other stakeholders involved who have any responsibility for sign off / requirements requests 

Reasonable assistance and cooperation 

Necessary information, equipment and data

An understanding and acceptance that a successful project has accountability on both the Consultant and Customers side of management

The Customer acknowledges its responsibility in the delivery of the work outlined in this SOW. The delivery may be negatively affected should the Customer not adhere to the obligations set above. Should the Consultant feel that the Customer is not meeting the obligations as set out here they will raise an issue/incident highlighting point 6.1.2 in the signed sow.

 

6.2 Project Governance

6.2.1 Project Management 

The Consultant/Customer's designated Project Manager or Point of contact will be the

key point of communication throughout the project. This communication is vital to the

success of the project and the Consultant will raise an issue/incident highlighting point 6.2.1 in the signed SOW should it not meet the Consultant's assumed level. Should you

receive this issue/incident the project is in danger of delays in both time to deliver and resource allocation. The Consultant, when appropriate will act as communication point between any third parties. The Customer Project Manager will be accountable for communication to any stakeholders on the Customer side.

 

6.2.2 Reporting and Documentation

Reporting and documentation periods will be agreed between the Customer and the

Consultant after Kick-off and we advise that these are scheduled once a week. If the Customer requires any specifics around reporting and documentation on the project then they should notify the Consultant before the kick off meeting.

 

6.2.3 Testing UAT and QA

User acceptance and quality assurance will be monitored by both the Consultant and Customer Project Managers through user testing and acceptance in the agile review meetings. Any incidents resulting in changes must be raised immediately following testing/review.

 

6.2.4 Change Order

If the Customer requests a change that does not appear in the latest version of the project plan or task lists, then the Customer must submit a written request to the Consultant or Project Manager specifying the proposed changes in detail. A verbal change request can be made as long as the Consultant/Project manager details them for the Customer in writing and receives a written confirmation of the changes. The Consultant will analyse the impact and submit the Customer an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services ("Change Order"). The Consultant will continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change of scope of work, scheduling and fees. Any change order shall be agreed in writing before implementation of said change. The agreed Hourly rate for the original SOW is the same for any additional effort brought about as a result of change orders.

 

6.2.5 - Acceptance of Deliverables 

Upon completion of the deliverables, the Consultant shall communicate project has being delivered to the customer. The Customer shall be responsible for any additional review / testing of such deliverables in accordance with any applicable acceptance criteria and test sites, as agreed by the parties for the deliverables.

If the Customer, in its reasonable and good faith and judgment, determines that deliverable does not perform the functional requirements specified for such deliverables in the SOW, the Customer shall have an acceptance period lasting 10 (ten) working days after the Consultant's submission of the deliverables to give written notice to the Consultant specifying any deficiencies. Upon accepting the deliverables submitted by the Consultant, the Customer shall provide to the Consultant written acceptance of such deliverables. Notwithstanding the foregoing, if the Customer fails to reject the deliverables within the acceptance period and in the manner described above, such deliverables shall be deemed accepted at the end of the acceptance period.

Where the Consultant has delivered a component to the Customer that fails to meet the agreed specifications then the Consultant must be informed and any additional effort (change) will require a change order following the process defined in 6.2.4.

 

 

6.2.6 - Conflict Terms 

The terms and conditions of this SOW are subject to and governed by the terms and conditions of the agreement. In the event of a conflict between any term of this SOW and the agreement, the terms of this SOW will control.

 

6.3 Deliverables

 

6.3.1 Scope 

The deliverables set out in the above Project Plan are estimates of time and materials required by the Consultant to complete the project. They are subject to change and are not final / fixed costs. The Scope and items listed both 'In' and 'Out of scope are the understanding that the Commercial Consultant has to date. A further scoping exercise takes place at the kick-off and workshop meetings and may affect the time / effort required as listed in this SOW. The customer may ask for a paid half/full day workshop before the SOW is presented should the require more in depth discussions around the project. Should any doubt arise as to this engagements pricing model the Consultant will highlight this point; 6.3.1 in the signed SOW. CRMSocius strive to meet the timelines given in any SOW but do not work on fixed price contracts.

 

6.3.2 Data

Please note that unless otherwise specified and agreed the Customer is responsible for making any data available to the Consultant in .csv or excel format. All aspects of data cleansing, de-duping, normalising and merging will be completed by the Customer priorto the project starting. Should the Customer want the Consultant to perform these tasks these requirements will be gathered and a separate SOW will be raised for sign off.

 

6.4 Fees and Payment Terms

 

 

6.4.1 Consultancy Rates 

The Consultant charges at a standard day rate of £500.00 per 8 hour day, unless otherwise stated in the proposal commercials. The rate in the SOW table for 'in' Scope commercials will be the agreed rate for all work on this project.

 

6.4.2 Working Hours Working hours are defined below:

 

Bands

Times

Mon - Fri

Weekend 

Bank Holiday

Band 1

09:00 - 18:00

1 * quoted rate

1.5 * quoted rate

2 * quoted rate

Band 2

18:00 - 00:00

1 .5 * quoted rate

2 * quoted rate

2 * quoted rate

Band 3 

00:00 - 09:00

2 * quoted rate

2.5 * quoted rate 

3 * quoted rate

 

6.4.3 Payment terms and Invoicing

The Consultant fees are payable on the following terms:

• 100% of estimated cost paid upfront if total estimated value is under £1500.00 

• 50% of estimated project cost upon receipt of signed SOW if total cost is greater than £1500.00

• Invoices will be raised monthly, on the last day of the month, based upon hours recorded during that month

• Invoices to be paid by the Customer 30 days after invoice date

 

6.4.4 Expenses

All additional fees and expenses will be documented and submitted via invoice and shall be due and payable in accordance with the terms of the agreement. Actual reasonable travel and out-of-pocket expenses and/or relevant state/federal taxes, if any, are not included in the fees see forth in the fee schedule above and will be invoiced separately, in accordance with the agreement. Where resources are required to travel to other Customer locations (away from the main project site) any other travel and accommodation expenses will be charged at cost.

 

6.4.5 Late payment and fees

At our discretion we reserve the right to leverage late payment fees where the payment terms of 30 days from invoice date are not met. Interest will be accrued at 8.0% per annum pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as well as a fixed sum for late payment issued as follows:

• For a debt of less than £1,000 a penalty at £40.00 applies

• For a debt of £1,000 - £10,000 a penalty of £70.00 applies

• Above £10,000 fixed penalty of £100 applies

 

6.4.6 Cure period

A cure period of 7 days after invoice is applicable at no extra cost.

 

7. Liability

 

7.1 Limitation of Liability

Under no circumstances shall the Service Provider (or its Officers, Employees, Subsidiaries, Affiliates or Agents), or third party contractors engaged by the Service Provider be liable to the Client or any other person for any indirect damages, including without limitation, any incidental special or consequential damages, expenses, costs, profits, lost savings or earnings, lost or corrupted data, or other liability arising out of, or related to, the Services whether such liability is asserted on the basis of contract, tort or otherwise, even if the Service Provider has been warned of the possibility of such damages.