1.1. This Services Addendum incorporates by reference the terms of the Master Agreement effective on the date set forth in the referencing Schedule between Adonis and Customer. Any capitalized terms used in this Services Addendum shall have the meaning given in the Master Agreement unless otherwise provided herein.
2.1. Adonis will provide the Services as agreed in an SOW or Schedule, on the basis of time and materials, fixed price or staff augmentation each of which will be further described in the SOW.
2.2. Adonis will determine the resources required for the provision of the Services.
2.3. The Customer may request Adonis to change any particular Adonis Personnel assigned to the provision of the Adonis Services upon prior written notice provided that it can show reasonable cause for such request. Adonis will use reasonable efforts to replace such Adonis Personnel subject to Parties agreeing that work schedules or time allotted for the Services may be impacted and require a change order.
2.4. If a remote session is canceled with less than twenty-four (24) hours’ notice, the scheduled time will be deducted from the consulting project hours.
2.5. If an onsite engagement is canceled with less than five (5) days’ notice, the amount equal to the scheduled time reserved and any travel & accommodation fees owed will be the responsibility of the Customer.
3.1. Adonis will provide Training as agreed in the SOW or Schedule. The SOW/Schedule will indicate the courses or training ordered, the number of Attendees and the location of the Training Services, if applicable. The Customer is responsible for any travel costs and/or expenses incurred to attend Training.
3.2. If Adonis cancels a Training, due to unforeseen circumstances, Adonis will provide as much advance notice as possible but no less than one (1) business days for remote sessions and five (5) days for onsite engagements prior to the Training in which case Customer may receive credit or reschedule the training to an alternative time.
3.3. Cancellation in writing of an onsite engagement by Customer must be provided at least five (5) business days prior to the Training. If such notice is not given, Adonis may charge up to 100 % of the fees for the Training.
4.1. Each Party acknowledges that the success of the Services requires the cooperation of both Parties. Customer and Adonis shall each assign, where appropriate, a Project Coordinator that has the requisite authority to decide day-to-day questions that may arise in relation to the Services as defined in the SOW.
4.2. Customer acknowledges and agrees that in order for Adonis to effectively perform the Services in a timely manner, Customer will cooperate with Adonis by making available on a timely basis (i) management decisions, information, approvals, and acceptances (such as a milestone acceptance form where applicable) required by Adonis for the completion of the Services; (ii) appropriate access to Customer facilities, personnel, equipment, resources and systems; and (iii) any relevant information and documentation as necessary to facilitate performance of the Services. In addition to the above, Customer shall supply Adonis Personnel with suitable office and work-space, and normal office equipment and support, adequate computer resources (including necessary rights to third party software), internet, telephone and facsimile support as necessary to perform the Services.
4.3. Each Party agrees to assign competent and qualified staff to participate in the performance of the Services.
5.1. The Customer will pay to Adonis the fees, expenses and other charges as provided for or as defined in the Schedule.
5.2. Adonis will invoice expenses that are approved by Customer in accordance with Adonis’ expense policy, which may be provided to Customer upon request.
5.3. The Services are to implement the pre-existing features and functions of Adonis Software and do not include any customization or development activity that impacts any of the full features and benefits and underlying source code of the Adonis software. Payment of license fees and/or maintenance fees and/or subscription fee for Adonis software is not contingent upon the Customer receiving the Services.
5.4. Costs for Services are estimated. Fees for Services are based upon Adonis’s understanding of the project. If any scope/level-of-effort changes are discovered, the estimate for the timeline and the resources and fees required to complete the project will be communicated to the Customer. Changes in the scope/level-of-effort shall be agreed to by the Parties via an amendment to the Schedule.
6.1. Customer shall retain all rights in and to Customer Intellectual Property, including all Customer Intellectual Property that may be contained in the Deliverables, and such rights shall remain vested in Customer.
6.2. Adonis shall retain all rights in and to all Adonis Intellectual Property and such rights shall remain vested in Adonis.
6.3. If information or materials are used by a party in the performance of its obligations in the Agreement, such use of information or materials shall not transfer ownership of that information or materials to the other party.
6.4. Customer shall have the right to modify or adapt the Deliverables as required or deemed appropriate by Customer (“Modifications”), however, any such Modification shall render void any warranties or indemnities provided by Adonis and its licensors or subcontractors.
6.5. Adonis grants to Customer, a non-exclusive, limited, non-transferable license to use the Deliverables and Modifications for internal business purposes subject to terms of the Agreement. Where the Deliverables or Modifications are to be used in conjunction with Adonis software then the license to use the Deliverables or Modifications shall be consistent with the usage limitations as set out in the license agreement for such Adonis software.
7.1. Adonis warrants that it will perform the Services and/or instructors will provide Training in a professional manner.
7.2. The Customer shall provide written notice of a warranty claim within ninety (90) days of the date of delivery (“Notice”) of the Services as agreed upon in the SOW, claimed to be in breach of the above warranty. If Notice is not provided to Adonis that a breach occurred and/or if milestone or acceptance forms are signed by Customer, then the Deliverable, Services and/or Training will be deemed delivered in accordance with the warranty obligations.
7.3. EXCEPT AS SET FORTH IN THIS SECTION, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY WARRANTIES, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY AND NONINFRINGEMENT AND/OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY ADONIS. THE WARRANTY REMEDY BELOW IS CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTIES SET FORTH ABOVE.
8.1. In the event of a breach by Adonis of the above Warranty section, Customer’s remedy, at Adonis’s discretion and in consultation with Customer, shall be to re-perform the Services as agreed upon in the SOW, at no additional charge to Customer or to refund the applicable fees paid which correspond to the Services, applicable Deliverable or Training. These remedies are contingent upon the following: (i) that the Deliverable has not been modified by Customer; and (ii) that the alleged breach did not result from Customer’s failure to abide by its obligations defined in the applicable Schedule or for its failure to follow the Services Documentation.
Upon request by Customer or Adonis, the scope of Services may be adjusted through a mutually agreed change order in writing, defining the impact of any changes, including the fees or any other aspect of the provision of the Services.