This Appendix to the Telestax Master Agreement describes certain professional services to be performed by Telestax on behalf of Client and certain terms associated with these services.
1.1 Telestax Professional Services
Telestax will assign a consultant or consultants (“Consultant” or “Consultants”, respectively) who will assist Client in its use of Telestax’s technology and services (“Professional Services”). The Professional Services will be provided on a time and materials basis and will be limited to the number of hours of Professional Services set forth in the Purchase Summary subject to the Consumption Rules below. The overall responsibility regarding the successful use of Telestax’s technology and services by Client rests with the Client. Telestax will provide Professional Services to assist with the following tasks:
Telestax assist with an implementation project of Telestax RestcommONE. The Telestax project team will consist of a Project Manager, Architect and Consultant(s) supporting with the following activities:
Design two communication patterns at the necessary level that a refined planning can be done with clear tasks, dependencies and responsibilities. A communication pattern is defined as a call/message flow diagram combined with an integration graphic.
Design the mapping required between old and new environment. The customer is responsible to provide the necessary information, including signaling and media gateway configuration procedures, to be able to define the mappings.
Implementation and configuration phase:
(a) Configure RestcommONE to establish connectivity according to the above mappings.
(b) Configure RestcommONE to trigger and manage two necessary API calls towards user end points based on above mapping.
There are no deliverables included within the scope of Professional Services. The Professional Services will be considered as completed when the agreed number of hours set forth in the Purchase Summary have been consumed and/or expired.
If stated in the Purchase Summary, Telestax will provide Program Management that may consist of:
(a) project kickoff meetings with the Client and Consultant,
(b) working with the Client Project Manager to determine the key objectives and schedule for the project,
(c) coordinating resources from Telestax to meet the project schedule, and / or
(d) providing regular briefings on the project status.
Unless otherwise agreed by the parties in writing, Professional Services will be performed Monday through Friday, between the hours of 8:00 a.m. – 7:00 p.m. in the Consultant’s local time zone. Consultants will work a forty (40) hour work week unless otherwise mutually agreed by the parties in writing. Work outside of the hours above, work on weekends or on Telestax-recognized holidays must be pre-approved in writing by Telestax, and is subject to the Consumption Rules below.
Professional Services will be performed at the Client site located at the “Ship-to” address shown in the order form or a remote location (“Remote” or “Remotely”). If applicable, any documentation may be completed Remotely at Telestax’s discretion.
1.4 Pool of Hours
Client will have a pool of hours identified in the Purchase Summary to be used during the Term for the Professional Services and subject to the Consumption Rules set forth below (“Pool of Hours”). If the Purchase Summary states a number of days instead of hours, each day is equivalent to 8 hours.
1.5 Consumption Rules
The parties agree that the following rules shall apply to the consumption of hours from the Pool of Hours set forth above:
(a) All hours in the Purchase Summary must be used in consecutive days or calendar weeks, as appropriate, during the Term defined in the Purchase Summary.
(b) Each actual hour worked (on-site or Remotely) by a Consultant shall consume one (1) hour from the Pool of Hours, except that, subject to Section 1.2, each hour worked outside of Telestax’s standard business hours, on weekends or Telestax-recognized holidays (as pre-approved by Telestax) shall consume two (2) hours.
(c) If the Purchase Summary does not define a term, the Term shall be twelve (12) months.
(d) Any hours from the Pool of Hours set forth above not consumed during the Term will expire and Telestax reserves the right to invoice for these expired hours.
1.6 Multiple Personnel
Telestax may, at its sole discretion, choose to engage different consulting personnel for different portions of the Professional Services.
2.0 Client Responsibilities and Assumptions
Client will provide the following:
(a) Timely access to reasonably requested accurate and complete information relative to the Professional Services.
(b) Communication in writing of requirements, expectations and/or objectives.
(c) Communication in writing of any desired changes in the scope of the Professional Services.
(d) Adequate workspace, network connectivity and telephone, or internet access. VPN access to Telestax’s internal network, from the Consultant’s laptop, is required in order to provide the Professional Services to the Client.
(e) Client shall be responsible for the actual content of any data file, selection and implementation of controls on its access and use, and security of the stored data.
(f) Client is responsible for ensuring that it has appropriate backup, security and virus-checking procedures in place for any computer facilities Client provides or which may be affected by the Professional Services and that any such data remains retrievable speedily and economically.
Should any assumption set out or referred to in this Appendix prove to be invalid or should it not be possible for Client to carry out any of the obligations under this Appendix, Telestax will be entitled to equitable adjustments to the Professional Services and/or Fees for the Professional Services, including charging Client on a time and materials basis using Telestax’s then applicable standard rates for any resulting additional work or waiting time. This also applies for any delays and additional work required which was not caused by Telestax.
3.0 Change Control Procedure
Notwithstanding anything to the contrary in an Order Form, changes to this Appendix or the quantity of hours or Term in the Purchase Summary shall be made only in writing, executed by authorized representatives of both parties. Telestax will have no obligation to commence work in connection with any change until the Fee and/or schedule impact of the change is agreed upon by the parties in writing. The parties may modify the Appendix or the quantity of hours or Term in the Purchase Summary by mutual written agreement using the Exhibit A Project Change Form. Notwithstanding the foregoing, a Change Order is not required for any changes to the quantity of hours set forth in the Purchase Summary (i.e., a reallocation of the stated number of hours among the various types of Consultants listed), provided that such changes do not exceed the total value of the Professional Services, as set forth in the Fee column of the Purchase Summary for Professional Services (excluding any Subscription or Training Services).
4.0 Fees and Expenses
For orders of eighty (80) hours or less of Professional Services, unless otherwise explicitly agreed in an Order Form, Telestax will invoice Client for the Fees upon Telestax’s acceptance of the Order Form and upon Telestax’s acceptance of any future order. For orders of more than (80) hours, unless otherwise explicitly agreed in an Order Form, Telestax will invoice the Fees on a monthly basis for the Professional Services delivered in the relevant month. Client accepts that, where applicable, all Program Management fees will be billed in blocks of four (4) hours and due to the nature of this deliverable no further breakdown of hours will be provided; time sheets are not required in order to pay Program Management fees.
4.2 Cancellation Fees
Client will inform Telestax in writing of cancellation or postponement of a scheduled Consultant at least five (5) working days before the Consultant is to begin. If less than five (5) working days’ notice is provided, Telestax reserves the right to charge a 100% cancellation fee for the days postponed or canceled, up to a maximum equivalent to five (5) days of consultancy.
4.3 Travel and Expenses
Unless otherwise explicitly agreed in an Order Form, Expenses are not included in the Fees and Client will pay out-of-pocket expenses (“Expenses”), such as travel, lodging, food, transportation, and other expenses incurred by the Consultant associated with work performed.
Expenses will be billed to Client at least monthly.
|EXHIBIT A TO ORDER FORM FOR PROFESSIONAL SERVICES
PROJECT CHANGE FORM
|Company name: (“Client” or “you”)
|Telestax Sales Representative:
|Send Payment To:||Telestax Professional Services Manager:
|Order Form: Client and Telestax are parties to the Order Form, which includes Professional Services, dated ____________, and such parties hereby modify or amend such Order Form as described herein. Capitalized terms not defined herein will have the meaning set forth in the Order Form, the Agreement and the Appendices. Except as specifically amended or waived below, the Order Form shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and effectiveness of this Project Change Form shall be limited precisely as written.|
|[Provide a detailed description of the change.]|
Per Unit Prorated Fee
|Per Unit Fee||Total Fee|
Each party has executed this Project Change Form by its duly authorized representative. The effective date is the later of the dates on which this Project Change Form is signed.
|Printed Name||Printed Name|
To purchase, please sign below and fax this Project Change Form to ______________________ or send a pdf file of this Project Change Form by e-mail to ____________________ with a purchase order or credit card information.