Terms and Conditions

1. Consultant’s Obligations

The purpose of this Agreement is to set out the terms of the professional services (“Professional Services”) to be delivered by Consultant to the Client.  Consultant shall provide a sufficient number of qualified personnel to perform the Professional Services in a competent and workmanlike manner and in accordance with applicable industry standards.

2. Client’s Obligations

The Parties acknowledge and agree that the provision of the Professional Services is dependent upon Client meeting certain obligations and the Client’s assistance.  Any failure by the Client to meet those obligations and provide any required assistance may result in a delay to the Project and/or incur additional fees; provided, however, Consultant will promptly notify Client should it expect any delays or any increase in fees.  Client acknowledges and agrees that it shall be responsible for completing the following tasks:

• Ensuring the provision and reasonable availability of the Client Project Team (as defined below) and people to be interviewed. It is critical that the Client Project Team be made available when required by the Consultant during the Project.  Client Project Team should be kept to the smallest size possible that still adequately covers all areas to be covered during the Project, but it should include the Project Manager, Business Architect, and any Technical Architect required to provide complete information during the Project.
• Assigning a dedicated internal Project Manager as a single point of contact for Consultant’s Project Manager for the duration of the Project.
• Providing timely and complete information as may be reasonably requested. It is imperative that the information necessary to do the business process review sessions be provided on time and be as complete as reasonably possible.
• Ensuring the reasonable availability of all necessary Client participants for interviews.
• Providing continuous, administrative access to the Salesforce.com application environment during the term of the Project.

In addition, Client agrees, if the Consultant is onsite, to provide assistance, cooperation, information, data, a suitable work environment and resources reasonably necessary to enable Consultant to perform the Professional Services.  Client acknowledges that Consultant’s ability to provide Professional Services may be affected if Client does not provide reasonable assistance as set forth above.  Both parties agree that Consultant will be relieved of its milestone dates for the same number of days that Client tasks are not met.

3. Project Management

Each party shall designate a Project Manager who shall work together with the other party’s Project Manager to facilitate an efficient delivery of Professional Services.

4. Change Order

Consultant represents and warrants to Client as follows:

1. Conformity.  Consultant warrants that the Professional Services will comply with this Agreement.  If Client determines that any Professional Services do not comply fully with the terms of this Agreement (each such failure to comply defined to be a “Nonconformity”), Client shall notify Consultant in writing of such Nonconformity and Consultant shall promptly undertake to remedy such Nonconformity at its expense.  Acceptance of any Professional Services will be subject to Client’s reasonable satisfaction and signoff, consistent with the requirements of this Agreement.  In addition to any other rights and remedies available to Client hereunder, if Consultant cannot correct any Nonconformity within a reasonable period of time, given the nature of, and difficulty of remedying the Nonconformity at issue (not to exceed, in any case, thirty (30) days following Client’s notice thereof, unless otherwise agreed upon in writing by Client), Client may terminate the applicable SOW without further liability therefor, and shall receive a corresponding “pro rata” refund of fees paid for the Professional Services and/or deliverables directly adversely affected by the Nonconformity; however, Client shall not be entitled to a refund for fees attributable to Professional Services and/or deliverables already accepted and used by Client.  This clause 5A shall survive any termination or expiration of the SOW.
2. Performance.  Consultant has the expertise, capacity, and technology to appropriately perform the Professional Services, and shall provide the Professional Services and otherwise fulfil its obligations hereunder honestly and in good faith, exercising reasonable skill, care and diligence, in a timely manner and in accordance with the terms and conditions of this Agreement.
3. Compliance.  Consultant has obtained all permits, licenses, and regulatory approvals applicable to, or necessary for, the Consultant’s provision of the Professional Services.
4. No Disabling Devices. Consultant shall not knowingly or negligently introduce into Client’s system or products any virus, worm, built-in or use-driven destruction mechanism, algorithm, time bomb, or any other similar disabling code, mechanism, software, equipment, or component designed to disable, destroy or adversely affect the Professional Services, deliverables or other Client property (a “Disabling Device”).
5. Data Protection. Consultant shall comply with the Data Protection Acts 1988 and 2003 (as amended) and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011, and any amendments thereunder, and all applicable laws, regulations and guidance concerning the processing of personal data and other private information that is received in connection with this SOW or the performance of its obligations hereunder.

6. Intellectual Property

Except as otherwise expressly provided in this Agreement or subsequent SOW, or as otherwise expressly agreed to by the parties in writing, the ownership and grant of proprietary rights are as follows:

1. Agreement Related Consultant IP. Consultant shall retain all right, title and interest (including but not limited to copyright) in and to any and all materials, including any data, records, symbols, inventions, reports and other intellectual property that it prepared, created or generated prior to performing the Professional Services under the SOW (collectively the “Agreement Related Consultant IP”).  Contractor hereby grants the Client a perpetual, royalty-free license to use any Agreement Related Consultant IP for the sole purpose of using the deliverables provided by Consultant hereunder.  Except as necessary for Client and its Clients and its affiliates to receive and make use of the deliverables provided hereunder, such license shall not include any materials, including any data, records, symbols, inventions, reports, and other intellectual property that has been prepared, created, or generated by Consultant prior to the execution of the SOW or that are unrelated to Consultant’s performance of the Professional Services and/or deliverables.
2. Agreement Related Client IP. Client shall own all right, title and interest (including copyright) in and to any and all materials, including any data, records, symbols, inventions, reports and other intellectual property that Consultant, Client or their respective contractor(s) prepared, created or generated in connection with Consultant’s or Client’s performance of the Professional Services (“Agreement Related Client IP”).  Client hereby grants Consultant a royalty-free, worldwide license to use Agreement Related Client IP during the term of this Agreement solely for the purposes of performing the Professional Services, after which term such license shall terminate.
3. Client Software. Client may provide to Consultant copies of certain computer programs (the “Client Software”), required by Consultant to effectively perform the Professional Services herein.  Consultant acknowledges and agrees that (i) Client shall remain, at all times, the owner and/or licensor of such software; (ii) Consultant shall use the Client Software solely in the performance of the terms and conditions of this Agreement and its right to use the software shall be limited to employees who are directly engaged in performing such obligations; (iii) Consultant shall acquire no right, title or interest in the Client Software; and (iv) upon termination of this Agreement, Consultant shall promptly return the Client Software and, at Client’s request, certify to Client that Consultant has deleted/erased all such software from Consultant’s environment.
4. Copyright Infringement. Consultant agrees to indemnify and hold harmless Client from and against any and all claims, losses, liabilities and expenses (including professional legal fees) as a result of or in connection with any of the deliverables (excluding any elements provided by Client or incorporated at Client’s direction) breaching the copyright of any third party.  In the event any of the deliverables (excluding any elements provided by Client or incorporated at Client’s direction) breach the copyright of any third party, Consultant, at its own expense, will either (i) procure for Client and its affiliates the right to use such deliverables as furnished hereunder, or (ii) replace or modify the deliverables to make them non-infringing (without materially altering its functionality and usefulness, to the extent that this can reasonably be done on a non-infringing basis).

7. Payment and Additional Terms

1. Invoices.  All fees will be invoiced based on actual Professional Services provided or upon agreed Milestones as defined in the SOW.  All additional fees and costs must be approved in writing by Client prior to the accrual of those fees and costs.
2. Client Location. Unless an alternate location is listed below, the address at the beginning of this Agreement shall be the primary location for the provision of Professional Services to the Client under this Master Agreement. Work will be carried out remotely unless explicitly specified within the Statement of Work.
3. Segmentation.  Client acknowledges that Professional Services associated with this Agreement were bid by Consultant separately from any licenses for salesforce.com online services owned or distributed by Consultant.  Client understands that it has the right to acquire such licenses without acquiring Professional Services, and that Client is acquiring such licenses and Professional Services separately.

8. Payment Obligation: Purchase Order

1. Client Purchase Order.  In the event Client issues a Purchase Order, Client will complete the Purchase Order Number in the space provided on the SOW, and return a copy of the Purchase Order with the signed SOW.  Notwithstanding anything contained herein to the contrary, the parties agree that the Purchase Order issued by Client may be cancelled by notice in writing to the Consultant in the event of a breach by Consultant and may be drawn down by Consultant only as services are performed, and payment is earned.  Additionally, if the SOW is terminated prior to completion of all services, or the aggregate amount invoiced by Consultant hereunder is less than the full amount of the Purchase Order, the Purchase Order may be cancelled by Client by notice in writing to the Consultant and any remaining amount of the Purchase Order will not be owed to Consultant.  These terms and conditions of this Agreement apply to the Professional Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of
2. POEF.  Alternatively, Client can elect to have an authorised financial representative sign a Purchase Order Exception Form (“POEF”).  By completing this section on the SOW, Client’s authorised financial representative indicates that Client does not issue Purchase Orders for Professional Services; however, Client agrees to pay for Professional Services performed as set out in the SOW.
3. Tax Information. Client represents and warrants that the box checked below properly reflects whether Client is exempt or not exempt from VAT and consumption taxes (or other applicable taxes, such as VAT, etc.):
   

   Exempt from Taxation (Tax Exemption Form attached)
   Not Exempt from Taxation	N/A

9. Termination

Client may terminate this Agreement, in whole or in part, at any time and at its sole convenience and without liability therefore.  Client’s sole liability for any such termination shall be to compensate Consultant for any undisputed fees Consultant has earned up to the effective date of termination.  Except as otherwise expressly provided for herein, upon expiration or termination of this Agreement for any reason, each party will promptly return to the other all property, materials and Confidential Information of the other party that is received hereunder and is in its possession or within its control.

10. Miscellaneous

1. Relationship of Parties. Consultant is an independent contractor of Client. Nothing in this Agreement is intended to or shall operate to and create a relationship of agency, partnership, employment, or joint venture between the parties.
2. Client Property. Consultant shall take reasonable care of all property (including real and personal property, whether tangible or intangible) belonging to Client or its affiliates which may from time to time be in its care, under its control or otherwise used by it and shall be responsible for any loss or damage resulting from its negligence or willful misconduct or that of its employees, agents or sub-contractors, and shall use such property solely for the purposes of fulfilling its obligations hereunder in accordance with Client’s instructions.
3. Consultant Property. Client shall take reasonable care of all property (including real and personal property, whether tangible or intangible) belonging to Consultant which may from time to time be in its care, under its control or otherwise used by it and shall be responsible for any loss or damage resulting from its negligence or willful misconduct or that of its employees, agents or subcontractors, and shall use such property solely for the purposes of fulfilling its obligations hereunder in accordance with Consultant’s instructions.
4. Governing Law and Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of Ireland.  Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
5. Notices. All notices under the terms of this Agreement shall be given in writing and sent by registered mail, reputable express courier service, or shall be delivered by hand to the following addresses:
   

   {{Account_Name}} {{Account_BillingStreet}} {{Account_BillingCity}} {{Account_BillingPostalCode}}

   Glic Tech Limited Cavan Digital Hub Dublin Road Cavan H12 PD82

   All Notices shall be deemed to have been served when they are hand-delivered or couriered, or five (5) business days following their mailing.

6. Limitation of Liability.  To the extent the Professional Services provided by Consultant are advisory, no specific result is assured or guaranteed.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SOW, CONSULTANT EXPRESSLY EXCLUDES ANY REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER TERMS WHICH MIGHT OTHERWISE BE EXPRESS, IMPLIED, OR IMPLIED BY STATUTE, COMMON LAW, THE LAW OF EQUITY OR OTHERWISE AND EXPRESSLY EXCLUDES ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.  EXCEPT IN THE CASE OF COPYRIGHT INFRINGEMENT UNDER THE COPYRIGHT AND RELATED RIGHTS ACT 2000 (AS AMENDED), CONSULTANT’S MAXIMUM LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING UNDER THIS SOW, REGARDLESS OF THE FORM OF CLAIM AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE FEES PAID TO CONSULTANT BY CLIENT FOR THE PROFESSIONAL SERVICES FROM WHICH THE CLAIM AROSE.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
7. Severability. If any provision, or portion thereof, of this Agreement is determined by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or portion shall, to the extent required, be deemed not to form part of this Agreement, and the validity, legality or enforceability of the remaining provisions or portions of this Agreement shall not be affected as each provision and portion is separate, severable and distinct. If a provision or portion of this Agreement is found to be illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
8. Waiver. A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived.  The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.
9. Remedies Cumulative. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.
10. Amendment.  This Agreement may only be amended by a written agreement duly executed by authorised representatives of the parties.
11. Assignment. This Agreement shall not be assigned or transferred by the Client, except with the prior written consent of the Contractor.
12. Survival. Those sections which, by their nature, should survive any termination or expiration of this Agreement shall so survive.
13. Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall replace all prior promises or understandings, oral or written. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any purchase order, acknowledgment or other writing not expressly incorporated into this Agreement, and any different, conflicting and additional terms and conditions are hereby expressly rejected.