The provisions outlined in these Professional Services Terms will govern any Professional Services offered by FSA to you as specified in the corresponding Sales Order.

1. Additional Definitions

1.1

The following definitions apply to the terms and expressions used in these Professional Services Terms, unless the context requires otherwise:

“Operational Document” refers to the document outlining the schedules, milestones, requirements, technical specifications, and other details for the implementation of the Professional Services as specified in the relevant Sales Order or otherwise agreed upon in writing by the parties.

“Professional Services” refers to the Professional Services and resources specified in the relevant Sales Order that FSA will provide to you, which may include but are not limited to:

1. system integration;
2. training services for your Authorised Users;
3. onboarding of customers, including data-cleanup of Content;
4. advisory services

“Professional Services Fees” refer to the fees and/or charges specified in the relevant Sales Order that you must pay to FSA for the provision of the Professional Services; and

“Professional Services Term” refers to the duration of the Professional Services as specified in Clause 2.3 of these Professional Services Terms.

2. Scope of Professional Services

2.1

In exchange for your timely payment of the Professional Services Fees and any other charges outlined in the relevant Sales Order and/or these Professional Services Terms, FSA will provide you with the Professional Services according to the terms and conditions specified in these Professional Services Terms.

2.2

If you request any Professional Services that are not explicitly listed in the Sales Order, these requests will be considered additional Professional Services and additional Professional Services Fees will apply.

2.3

The Professional Services will begin on the date agreed upon by the parties, or as specified in your Sales Order or Operational Document, and will continue until the Professional Services are completed according to the service period outlined in the relevant Sales Order. The duration of the Professional Services is known as the “Professional Services Term” unless terminated earlier in accordance with the terms of these Professional Services Terms.

2.4

FSA reserves the right to update these Professional Services terms at any time.

3. Implementation of Professional Services

3.1

FSA will make commercially reasonable efforts to adhere to the dates, milestones, and timelines specified in the Operational Document to implement the Professional Services. If the completion of the Professional Services or any date, milestone, or timeline in the Operational Document is or is likely to be delayed for any reason, FSA will notify you of the delay or likelihood of delay, providing the reasons and details for such delay or likelihood of delay. FSA may, but is not required to, submit a revised Operational Document to you as soon as possible, after which the period for completion of the Professional Services and/or the Professional Services Term will be adjusted accordingly.

3.2

You acknowledge that the dates, milestones, and/or timelines in the Operational Document are only estimates and further acknowledge that you will not be negatively affected by any failure on FSA’s part to adhere to these estimates. You will not have any legal remedies against FSA and FSA will not be held liable to you or any third party for any loss or damage resulting from delays in the completion of the Professional Services and/or any date, milestone, and/or timeline in the Operational Document, regardless of the cause.

3.3

If FSA is unable to adhere to any date, milestone, and/or timeline in the Operational Document (including the final completion date) due to:

1. an act or omission by you, your employees, contractors, agents, or representatives; or
2. a breach of the agreement, including but not limited to these Professional Services Terms, by you; or
3. circumstances beyond FSA’s control; or
4. a delay or failure to adhere that is not directly attributable to FSA’s fault, FSA may:

1. impose additional charges including any standard charges on a time and material basis, overtime, travel, materials, out-of-pocket expenses; and
2. if such delay exceeds eight (8) weeks beyond the date of the final completion date under the Operational Document, terminate the relevant Sales Order or part thereof in relation to such Professional Services.

3.4

Professional Services will be performed Monday through Friday, excluding national holidays, during business hours, at the location where the Professional Services are to be performed. When possible, FSA will provide Professional Services on the days requested by you. However, you acknowledge that resources may not be available at certain times if they are on leave (e.g. sick leave, maternity or paternity leave, vacation, or other paid time off, or for administrative days such as training days, volunteer time off, or required attendance at company events). Unless otherwise stated on the Sales Order, Professional Services will be delivered remotely.

3.5

If there are any deliverables (including software and customisations) that are developed for you as part of the scope of the Professional Services, you agree that these deliverables will be tested and accepted by you according to any acceptance testing procedures outlined in the relevant Sales Order or Operational Document.

4. Appointment of Representatives

4.1

The individual listed as your representative in the Sales Order will serve as your primary point of contact with FSA throughout the Professional Services Term and will have the authority to make decisions on behalf of you regarding actions to be taken under or in accordance with these Professional Services Terms.

4.2

If your representative wishes to appoint someone else (called the “Delegate”) to act on their behalf for any tasks related to this Professional Services Terms, they must notify the FSA in writing. Any actions or decisions made by the Delegate will be considered to have been made by the representative who appointed them.

4.3

You can change your representative by providing written notice to the FSA at least five (5) business days in advance, including the name of the new representative and the date that the change will take effect.

4.4

FSA is entitled to rely on and follow all instructions, information, and authorisations provided by your representative in order to fulfil its duties under this Professional Services Terms. Unless specifically stated in the scope of Professional Services, FSA is not required to verify these instructions, information, and/or authorisation, and will not be held responsible for any consequences of relying on or following them.

4.5

You shall indemnify FSA fully from and against, any losses, damages, expenses, legal claims, or liabilities that it may incur as a result of FSA following or relying on instructions, information, authorisations, actions, or failures to act by your representative, its personnel, contractors, or agents.

5. Your Responsibilities

5.1

You may need to provide access to machines, remote access and related services, and other necessary resources to support the Professional Services, including but not limited to remote and on-site access to hardware, servers, and data sources.

5.2

In addition to your other responsibilities under the Agreement, you must fulfil your obligations described in the relevant Sales Order and/or as agreed upon in writing by both parties, at your own cost. You acknowledge that FSA’s ability to fulfil its obligations under these Professional Services Terms depends on you satisfactorily fulfilling your responsibilities described in the Sales Order, as agreed upon in writing by both parties or as stated in this Professional Services Terms.

6. Professional Services Fees

6.1

You shall pay the Professional Services Fees and any additional fees as specified in the Sales Order and as agreed upon in writing by both parties, as well as the Agreement.

7. Warranties and Limitation of Liability

7.1

FSA will provide the Professional Services in a professional and skilled manner.

7.2

In the event of a breach of warranty under Clause 7.1 of these Professional Services Terms (above), FSA has the option, at its own cost, to either re-perform the Professional Services or part of them that were not done properly, or to terminate the relevant Sales Order or part of it related to these Professional Services. You acknowledge and agree that this is your only remedy for a breach of this warranty.