Professional Services Terms and Conditions. If parties sign a SOW to purchase Professional Services, the following terms and conditions (which are hereby incorporated by reference) shall apply xxxxx://xxx.xxxxxx.xxx/terms/professional- services-terms (“Professional Services Terms”).
Professional Services Terms and Conditions. Professional Services are available to you for an additional fee dependant on the scope of the work to be done. If you have purchased Professional Services from us this will be detailed in the Order Form or Statement of Work. Any Professional Services purchased will be governed by the Professional Services Terms and Conditions which can be found at xxx.xxxxx-xxxxxxxx.xx.xx/xxxxx The Terms may be modified at any time at our sole discretion. It is your responsibility to review the Terms regularly for updates.
Professional Services Terms and Conditions. Elsevier will provide Professional Services—consisting of development, implementation, management, operations, consulting and/or other services—as may be set forth in one or more statements of work (each a “Statement of Work” or “SOW”), specifying the scope, term and charges for such Professional Services and if any deliverables are to be provided through such Professional Services (each a “Deliverable”). Sites: Authentication: usernames/ passwords Total number of Academic Staff in the Subscribed Software: as set out in the Call-Off Contract. For the avoidance of doubt, other institutions and organizations that reside or do business at the above locations (including without limitation companies that are owned wholly or in part by, or affiliated with, the Subscriber) are not Sites, unless expressly stated above. The Subscriber will promptly notify Elsevier of any changes in the number of Academic Staff in the Subscribed Software, and may add, withdraw or substitute authentication mechanisms on mutual agreement of the parties in writing. Name: Title: Name/Address (if different from Section 7.8): E-mail: Phone: Name: Title: Name/Address (if different from Section 7.8): E-mail: Phone: The Subscriber will promptly notify Elsevier of any changes to any of the contact information above. Relationship to Master Software and Services Agreement. To the extent Services are included in the Call-Off Contract, this Statement of Work, including its annexes, if any, (“SOW”) is made under the Master Software and Services Agreement between [Name] (the “Subscriber”) and Elsevier B.V. (“Elsevier”) dated 20 (the “Agreement”) and is subject to the Elsevier Elsevier Terms and Conditions of Supply. If no I Services are included in the Call-Off Contract this Schedule 3 will not have effect on the Agreement or the Call-Off Contract. This SOW shall come into force on the date on which it has been signed by both parties and shall continue in force as set out in the Call-Off Contract, unless extended in writing by the parties. Elsevier shall perform the following services (“Services”) and if applicable provide the following deliverables (“Deliverables”) in accordance with the following agreed specifications and other relevant terms as may be set out herein.
Professional Services Terms and Conditions. 1. OVERVIEW. Professional Services purchased by Customer will be as described on an applicable Order Form or Statement of Work (“SOW”) (the Order Form and SOW hereinafter collectively referred to as an “Ordering Document”). The Professional Services shall be governed by the terms and conditions of the Agreement, including this Exhibit A, and the applicable Ordering Document.
Professional Services Terms and Conditions. 9.1 We may provide you with Professional Services as set out in a SOW and subject to these terms and conditions.
9.2 We will use all reasonable commercial efforts to complete the Professional Services within any estimated timeframe and with due care, competence and diligence.
9.3 In order for us to perform the Professional Services you must provide us with (as reasonably requested by us) all relevant information and comply with Technical Access Provisions.
9.4 You acknowledge we are entitled to rely on the accuracy of the information provided to us without independently verifying it, whether the information is provided by you, your Associates, or your advisers.
9.5 If there is delay arising from your untimely performance of any of your obligations under this Customer Contract:
(a) we will not be liable for any failure or delay in performing the Professional Services;
(b) you must pay additional fees for the increase in time and effort in performing the Professional Services; and
(c) if the delay is substantial, we may elect to terminate this Customer Contract on notice to you.
Professional Services Terms and Conditions. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the state in which the work or Project is located, without regard to principles of conflict of laws. THIRD PARTY BENEFICIARIES. This Agreement is made solely for the benefit of the Client and Xxxxxx, their successors and assigns, and no other person shall have any right, benefit or interest under or because of this Agreement.
Professional Services Terms and Conditions. Professional Services shall commence upon the Effective Date, and continue until Acceptance, as defined in Section III.B.2. 2. Acceptance procedures are as follows: a. Each deliverable identified by Benefitfocus during implementation as Professional Services deliverables will be Accepted upon the earlier of; (i) Client uses the applicable Software Services or deliverable(s) under essentially normal operating conditions, or (ii) Client fails to reject the applicable Software Services within ten (10) business days of Benefitfocus’ written notice (with confirmation of receipt by Client) that the applicable Professional Services have been completed. b. Should Client reject a deliverable, such rejection must be accompanied by an explanation of the reasons for the rejection, including specific references to those portions of any relevant schedule, deliverable, acceptance criteria, or product Documentation, which is the basis for the rejection, including identifying those deficiencies that must be corrected in order for the deliverable to be Accepted. Benefitfocus shall not be required to correct, (i) lack of data transmission to any non- integrated carriers; or (ii) any delays caused by Client or Client’s carriers or vendors.
Professional Services Terms and Conditions liability associated with any unauthorized changes made to the Documents and their use thereof and further agrees to indemnify and hold harmless Xxxxxx and its affiliates from any and all claims arising out of such changes or use.
