Professional Services Terms

PROFESSIONAL SERVICES TERMS

Effective date: 4^th of March 2024

Thank you for asking us to assist with your implementation of the Provet Cloud or to improve your user experience. These Professional Services Terms form part of the Agreement and apply to the Professional Services we provide.

1. 1. Scope
   1. 1.1 Responsibility for the tasks required as part of or in connection with the Professional Services and the times for their performance that are known at the date of the Statement of Work are described in these Professional Services Terms and the Statement of Work. We shall provide the Professional Services in accordance with Good Industry Practice.
   2. 1.2 You must ensure that all persons who are or who are intended to become Authorized Users attend any training (whether on-line or in-person) forming part of the Professional Services; in-person training will not be repeated for persons who do not attend for any reason, but on-line training will be recorded and may be viewed after the event.
   3. 1.3 Prior to the date scheduled for first live use of the Provet Cloud Service, and within the timeline agreed upon with us, you must:
      1. 1.3.1 complete all necessary administrative tasks and setup of your Provet Cloud site, including creating Accounts and templates, configuring products, setting up reminders, users, and resources, and cleansing converted data; and
      2. 1.3.2 ensure all your devices meet the minimum network and software requirements outlined in the System Requirements of Provet Cloud help article.
   4. 1.4 You must provide training for any new Authorized Users that are added after any training has been provided by us.
2. 2. Project management
   1. 2.1 We will manage the Professional Services, including where appropriate write and maintain a project plan, and in doing so allow a reasonable amount of time for the performance of tasks, have regard to changes in circumstances and how they may be accommodated, and allocate responsibility between us for tasks identified after the date of the Statement of Work.
   2. 2.2 Each project plan (if any) issued by us is subject to your approval (acting reasonably). Both of us must implement the project plan; except as may be more particularly provided in the project plan, the Professional Services shall be undertaken and completed within a reasonable time.
   3. 2.3 You must notify us as soon as possible of any risk of delay to the scheduled date for first live use of the Provet Cloud Service, and we shall use reasonable endeavours to acknowledge such notice within 48 hours after receipt.
3. 3. relief events
   1. 3.1 We are excused and released from performing Professional Services under this clause and upon the occurrence of a Force Majeure Event affecting us.
   2. 3.2 Where any of the following applies (Relief Event), we are excused and released from performing the Professional Services to the extent and for so long as the relevant circumstances affect their performance:
      1. 3.2.1 your responsibilities and the actions or events in relation to the Professional Services which need to be performed or (as the case may be) to occur, or not to occur, in order for us to perform the Professional Services that are identified in the Statement of Work are not met other than due to any act or omission of ours, our Affiliates, or contractors;
      2. 3.2.2 information or data provided by or on your behalf is inaccurate, incomplete, or misleading, or is not provided promptly after receipt of request from us or in accordance with agreed timescales;
      3. 3.2.3 you do not inform us of any modification to or replacement of any agreement to which you or any of your Affiliates is a party that is relevant to the provision of the Professional Services, or do not do so promptly after receipt of a request from us or otherwise in accordance with agreed timescales; or
      4. 3.2.4 you are in breach of the Agreement.
   3. 3.3 To the extent we are excused and released under this clause, we shall notify you as soon as reasonably practicable describing the Relief Event in reasonable detail, continue to perform our obligations that are unaffected, and as soon as reasonably practicable after cessation of the Relief Event or the effects of it (as appropriate) notify you in writing, resume performance of the Professional Services, and take all reasonable steps to recover any slippage or delay in the provision of the Professional Services.
   4. 3.4 Where a Relief Event applies for any reason other than due to our act or omission or that of our Affiliates or contractors, we remain entitled to the Charges and you shall indemnify us in respect of any incremental costs and expenses we incur in performing the Professional Services, including costs (calculated in accordance with the rates for non-productive time set out the Statement of Work or, in the absence of such rates, a reasonable charge) in respect of Consultants who are ready and willing to perform the Professional Services but who have been prevented, hindered, or delayed by the Relief Event.
4. 4. completion
   1. 4.1 Except as may be provided in this paragraph in relation to the implementation of the Provet Cloud, the provision of the Professional Services is subject to your approval (acting reasonably), and upon our request you must not unreasonably withhold confirmation that the Professional Services have been completed in accordance with the Statement of Work.
   2. 4.2 We shall demonstrate that the Provet Cloud is ready for use in accordance with the Statement of Work.
   3. 4.3 You must notify us promptly on becoming aware of any errors or insufficiencies in the Provet Cloud in sufficient detail to enable us to replicate the error or insufficiency.
   4. 4.4 Upon receipt of a notice under paragraph 4.3, we shall use reasonable endeavours to correct the errors or insufficiencies so that the Provet Cloud is ready for use.
   5. 4.5 The Provet Cloud shall be ready for use on the earlier to occur of the rectification of the errors or insufficiencies (if any) notified to us and the expiry of ten (10) Business Days after completion of the demonstration under paragraph 4.2 if by the end of that period you have not (acting reasonably) notified us of any errors or insufficiencies in the Provet Platform compared to the Statement of Work.
5. 5. changes
   1. 5.1 Scope
1. The process (Change Control) for controlling the introduction and implementation of changes to the Statement of Work (Change) is set out in this paragraph. Any variation or discharge of the Agreement (in relation to the Professional Services) pursuant to Change Control does not affect the rights of either party where the other is in breach of the Agreement, except where both of us agree otherwise in writing as a result of Change Control. The application of Change Control to accommodate any Change required as a result of a breach of the Agreement by either of us does not affect the other’s rights.
   1. 5.2 Principles
2. Subject to any provision in the Statement of Work to the contrary, where we or you see a need for a Change, you may at any time request, and we may at any time request or recommend, the Change. Neither of us may unreasonably withhold or delay its agreement to a Change. Until the Change is agreed in writing by both of us, we shall continue to supply the Professional Services as if the request or recommendation had not been made.
   1. 5.3 Procedure
   2. 5.4 You shall send a written request for a Change to us and a draft change control note (CCN) shall be prepared by us as soon as reasonably practicable, and we shall submit a draft CCN directly to you in respect of a Change requested or recommended by us.
   3. 5.5 Each CCN shall contain:
      1. 5.5.1 the title of the Change;
      2. 5.5.2 the reason for the Change;
      3. 5.5.3 full details of the Change including any specifications;
      4. 5.5.4 the originator and date of the request or recommendation for the Change;
      5. 5.5.5 the price or charging principles, if any, of the Change;
      6. 5.5.6 a target date for implementation together with any proposals for acceptance of the Change;
      7. 5.5.7 a schedule of payments if appropriate;
      8. 5.5.8 details of the likely impact, if any, of the Change on other aspects of the Agreement including:
         1. (a) the terms of the Agreement;
         2. (b) the personnel to be provided;
         3. (c) the Charges;
         4. (d) the payment profile;
         5. (e) the documentation to be provided; and
         6. (f) working arrangements;
      9. 5.5.9 the date of expiry of validity of the CCN; and
      10. 5.5.10 provision for signature by you and us.
   4. 5.6 For each CCN submitted to you, you shall, within the period of the validity of the CCN, evaluate the CCN and (as appropriate) (i) request further information, (ii) notify us of the rejection of the CCN and the reasons for it, or (iii) approve the CCN and arrange for two copies to be signed by you or on your behalf. A CCN signed by or on behalf of both parties constitutes an amendment to the Agreement.
   5. 5.7 Timeframes
3. You have fifteen (15) Business Days in which to accept or reject a CCN, and where you have not communicated approval or rejection of the CCN within this timeframe, the CCN is deemed to be rejected.
   1. 5.8 Costs
4. Where the aggregate amount of time to prepare a CCN at your request exceeds seven (7) hours, we are entitled to a reasonable charge calculated in accordance with the rates applicable to Professional Services (and not only in respect of the excess).