CONSULTANCY SERVICES TERMS

1

GENERAL

1.1

These Consultancy Services Terms governs the Customer's purchase and receipt of SignUp's Consultancy Services, including implementation and Support Services.

1.2

By ordering Consultancy Services from SignUp, the Customer agrees to these Consultancy Services Terms and that these Consultancy Services Terms shall form an integrated part of the Agreement.

1.3

Defined terms used in these Consultancy Services Terms shall have the meaning given to them in the General Terms and Conditions.

2

PROVISION OF THE CONSULTANCY SERVICES

2.1

The Customer may order Consultancy Services to be provided by SignUp e.g. to perform work in relation to implementation of the Software, development of Deliverables, termination assistance, and/or any other service that Customer orders and SignUp accepts to deliver as a Consultancy Service. Orders of Consultancy Services that will be provided as a project with defined Deliverables shall be made through the conclusion of a Statement of Work. Unless otherwise agreed between the Parties, the scope, duration, extent, of the work to be performed shall be specified in the Statement of Work, including any time plan, etc.

2.2

Projects that are estimated to twenty (20) hours of work or less shall not require a Statement of Work to be concluded between the Parties. The Customer accepts that such projects can be carried out and invoiced by SignUp e.g. through email confirmation from the Customer.

2.3

Consultancy Services will be delivered remotely unless the provision of on-site Consultancy Services is explicitly specified in the Statement of Work. If the Customer does not provide SignUp access to its environment upon SignUp's reasonable request, the Customer acknowledges that SignUp may not be able to provide the Consultancy Services.

2.4

SignUp warrants that SignUp will perform the Consultancy Services diligently, in a professional, timely and workmanlike manner, and pursuant to industry best practices and the specifications set forth in the applicable Statement of Work. SignUp shall use an adequate number of qualified individuals with suitable experience and skill to perform the Consultancy Services.

2.5

Regardless of whether the Parties have agreed certain acceptance criteria in a Statement of Work, the Customer acknowledges and agrees that the Customer's delay of more than thirty (30) days from SignUp's completion notification to provide its acceptance (or non-acceptance) to the implementation, a Deliverable or any other result that has been agreed in a Statement of Work, shall be deemed as an acceptance by the Customer.

3

CUSTOMER DEPENDENCIES

3.1

The Customer will cooperate with SignUp in its performance of Consultancy Services by, without limitation, and without charge:

(a)

providing SignUp with any information and documentation relating to the Customer's operations or otherwise being of relevance for the performance of the Consultancy Services;

(b)

making available the appropriate number of personnel that have the necessary time, qualification, skills (including without limitation language skills) and experience, and delegation of authority to appropriately and timely perform any agreed participation, coordination, cooperation, testing and other activities and provide to SignUp relevant requisite input, requirements and approvals;

(c)

managing and implementing internal change management, e.g. changes to business processes and routines, as applicable;

(d)

giving SignUp access to relevant facilities, utilities and resources as SignUp may reasonable require, including facilitating remote Consultancy Services by providing access to systems required to deliver the Consultancy Services and ensuring that SignUp is able to utilize industry standard collaboration tools such as Microsoft Teams; and

(e)

performing any preparation work and other agreed obligations and duties, as applicable, or as may otherwise be reasonably required by SignUp (additional Customer obligations may apply where agreed and specified in the applicable Order Agreement).

3.2

If the Customer engages or uses a consultancy agent, consultant, or any other third party in connection with any Consultancy Services engagement, the Customer will be responsible for such third party as if it were its own personnel and will coordinate the activities of such third party with SignUp.

3.3

The Customer is responsible for obtaining all necessary licenses and permissions from third parties in respect of their Intellectual Property Rights which are to be used by SignUp and/or the Customer in connection with any Consultancy Services engagement hereunder, e.g. software, products, and data.

3.4

If the Customer fails to comply with its obligations in this Section 3, SignUp shall, upon written notification to the Customer, have the right to cease to perform any work relating to the Statement of Work under which the Customer has failed to comply with its obligations set out herein. Moreover, any fees accrued as of the date of notification shall become immediately payable by the Customer.

4

GOVERNANCE AND CHANGES

4.1

The Parties will cooperate and consult with each other in connection with SignUp's provision of Consultancy Services, and each Party recognizes that the due and timely performance thereof depends upon the continuing co-operation and goodwill, and the commitment, effort, and allocation of qualified, competent and relevant personnel, skills and resources from each Party.

4.2

Where relevant and agreed in an Order Agreement, SignUp and the Customer will each appoint a person acting as a project manager who will be the primary point of contact and will have general supervision responsibility for the performance of the Parties' respective obligations under the applicable Order Agreement.

4.3

The Customer may at any time request changes to the Consultancy Services, including the related services to be performed by SignUp. Any change requests shall be approved in writing by SignUp. SignUp shall evaluate and advise on the likely impact of a change request on (i) the Consultancy Services in general and with respect to the requirements and expectations of the Customer in particular, including time schedule, (ii) any cost effects and (iii) any other relevant aspects. SignUp shall be entitled to charge for any work performed in handling a change request issued by the Customer, in accordance with applicable rates. For the avoidance of doubt, SignUp shall not be obligated to approve a change request.

4.4

The Customer understands that any re-planning/changes caused or requested by the Customer rendering SignUp not being able to appropriately utilize the affected resources for alternative chargeable work (having used commercially reasonable efforts to reallocate such affected resources), may be subject to separate reasonable charges.

5

FEES AND PRICE INDEXATION

5.1

The Fees are specified in the applicable Order Agreement and are payable as invoiced. Time and materials engagements will be invoiced in arrears, and fixed price engagements as specified in the Agreement, applicable Order Agreement or as otherwise communicated by SignUp.

5.2

The Customer acknowledges and agrees that a fixed price engagement agreed hereunder shall not prevent SignUp from charging for any additional work, on a time and material basis, agreed with the Customer outside the scope of the fixed price engagement, or as SignUp may otherwise be entitled to hereunder.

5.3

Where SignUp is performing Consultancy Services at the Customer's premises or if the provision of Consultancy Services otherwise requires travelling, SignUp will charge the Customer for reasonable and by Customer pre-approved travel costs and expenses (including daily allowance) and travel time. SignUp's fee for travel time shall be equal to the hourly Consultancy Services Fee. For the avoidance of doubt, the Customer acknowledges and accepts that if the Customer does not provide its approval, SignUp may not be able to provide the Consultancy Services on Customer's premises (or at another venue which requires travelling).

5.4

Applicable rates may be subject to indexation, as set out in the General Terms and Conditions.

6

INTELLECTUAL PROPERTY RIGHTS TO DELIVERABLES

6.1

SignUp or its licensors shall retain all right, title, and interest to any Deliverables and improvements, enhancements, modifications, or derivative works thereof, generated in connection with the Consultancy Services, including any Intellectual Property Rights related thereto.

6.2

Subject to the Customer's duly payment of fees for the Consultancy Services, SignUp grants to the Customer a non-exclusive, limited right to access and use the Deliverables for the Subscription Term, in accordance with the applicable License Terms in relation to the Software to which the Deliverables relate.

7

TERM AND TERMINATION

7.1

Consultancy Services will commence on the date agreed between the Parties and, unless terminated early in accordance with the Order Agreement or as otherwise set out in the Agreement, expire when all agreed performances and deliveries thereunder have been completed.

7.2

The Customer shall be entitled to cancel Consultancy Services that are provided on a time and material basis, at any time for convenience giving thirty (30) days' written notice. Upon early termination of Consultancy Services provided on a time and materials basis the Customer shall pay fees for Consultancy Services performed up to the date of termination. For the avoidance of doubt, the foregoing shall not apply to Consultancy Services that are provided at a fixed fee and any termination pursuant to this Section 7.2 shall not affect any other Services or Software Solutions provided by SignUp under the Agreement.