Consulting Terms

Indryve Consulting Services Terms

  1. Packaged Consulting Terms – These Packaged Consulting Services, each with a pre-defined scope, do not require development of a separate Statement of Work.

    1. QuickStart. A QuickStart is a five-day on-site consulting engagement conducted by at least two Indryve consultants. You and Indryve will agree upon specific objectives for the engagement and a date to begin the QuickStart; however, Indryve requires at least three weeks to prepare. After completing the QuickStart, Indryve will provide You with 10 query support hours to facilitate follow-up questions and tasks.

    2. Training. Indryve training courses deliver a curriculum onsite, from among the training modules offered by Indryve, as listed in the training Order. Each class is led by a team consisting of a trainer and a training lab assistant. Class size is limited to 15 students. When combined training topics require wider expertise, Indryve may send two trainers, who then act as and are charged as lab assistants for each other. The lab assistant may be omitted when class sizes are 8 students or less or for training engagements lasting a single day.

    3. Architecture Exchanges. Indryve will provide an onsite two-day visit by a Indryve platform architect, one time or on a quarterly basis. Objectives for the Architecture Exchange will be outlined in advance. Each visit must be scheduled at least 2 weeks in advance.

    4. Configuration Review. Indryve will provide an onsite two-day visit by a Indryve product deployment expert. Agenda and preparation requirements will be provided in advance. Each visit must be scheduled at least 2 weeks in advance.

  2. General-Purpose Consulting Engagements

    1. Statements Of Work. For general-purpose consulting engagements, as indicated by daily, weekly, monthly or annual consulting service items on an Order, Indryve approaches the engagement with a clear scope of work designed to achieve Your goals. To support this a Statement of Work (“SOW”) must be attached to the Order, detailing the work location, the schedule, the nature of the services (“Services”) to be performed, the deliverables to be provided (“Work Product”), payment schedule, and any other information as may be needed to support a successful engagement.

    2. Change Orders. After acceptance of the SOW and the associated Order, should either party desire an expansion or modification to the Services, Work Product or other items captured in the SOW, the request must be documented as a “Change Order” and approved by an authorized representative of each party as a new SOW. Indryve will not begin any work represented in a “Change Order” until the new SOW, and if applicable a new Order, have been duly authorized.

    3. Acceptance. You will determine if Indryve’s Work Product or Services conform to any acceptance criteria agreed-upon in a SOW. If Indryve has not received written notice from You within ten (10) business days following completion of the Services or delivery of the Work Product, the applicable Services or Work Product will be deemed accepted by You. If no acceptance criteria are set forth in the SOW, the applicable Services or Work Product will be deemed accepted by You on the date of delivery.

    4. Cancellation. You may terminate a SOW with thirty (30) days advance written notice, in which case Indryve will advise You of the extent to which performance has been completed and deliver any work in progress. You will pay Indryve for all work performed and expenses incurred through the date of termination of the SOW. You will pay any cancellation fee applicable as set forth in the SOW.

    5. Suspension. Indryve may suspend work or terminate the SOW if You fail to pay reasonably undisputed amounts to Indryve within fifteen (15) days of Indryve’s notice.

  3. Performance

    1. Method. Indryve will determine the method, details, and means of performing the Services and providing the Work Product, provided that You may require Indryve’s personnel to observe Your safety policies and building rules when on Your site. You shall provide such rules to Indryve in advance prior to the execution of the SOW or commencement of the Service. Each party has the right to control its own personnel. Designation of a particular Indryve individual in a SOW does not preclude Indryve’s termination or re-assignment of the individual, provided that Indryve replaces the individual with a person with appropriate skills to complete the SOW.

    2. Personnel changes. You may request changes to scheduled engagements provided that You notify Indryve in writing fifteen (15) days in advance. Requests for extensions or open-ended assignments of Indryve Personnel will only be considered if made in writing thirty (30) days in advance. Indryve will give You sixty (60) days advance notice of any change in rates or prices.

    3. Facilities. For on-site engagements, You will provide office accommodations, facilities, equipment, suitably configured computers (hardware and software) and personnel as described in the SOW or otherwise reasonably required by Indryve. You acknowledge that Indryve’s ability to perform any Services and/or provide any Work Product in a timely manner is contingent upon You promptly making available the required resources, the assistance and cooperation of Your officers, agents, and employees, and complete and accurate information and data. In the event of a delay caused by Your failure to perform an obligation or make delivery of a necessary item in a timely manner, the allocated time for performance of Indryve’s work will be extended for a period of time equal to the impact of the delay on the schedule.

    4. Backups. You are responsible for maintaining back-ups of files, data, and programs that could be affected by the Services and implementing procedures for reconstruction of any lost or altered files, data, and programs.

    5. Termination. Either party may, without prejudice to the other rights or remedies available to it, immediately terminate Consulting Services if the other party fails to perform the obligations under the Indryve Software License, the SOW, or these Consulting Services Terms and such failure continues for a period of thirty (30) days after providing written notice, of if the other party undergoes a change of control, bankruptcy, or other such substantial change to its business, and is generally unable to pay its debts as they become due.

    6. Limited Warranty and Remedies. Indryve warrants that the Work Product will conform in all material respects to the specifications stated in the SOW for a period of ninety (90) calendar days from the date the Work Product was accepted. During that period, Indryve will attempt to resolve any deficiencies in the Work Product that You report to it in writing. If Indryve is unable to correct the deficiencies, Indryve will refund to You the fees attributable to the deficient portion of the Work Product. This warranty does not apply to any portion of a deliverable developed by You or a third party, including any third-party software, hardware, or product provided by Indryve.

  4. Personnel

    1. Selection. Indryve will select and supply consultants appropriate to the scope of the Consulting Services You purchase. Indryve may rotate personnel within the term of an engagement.

    2. Policies. You will provide Indryve with written copies of any applicable policies and procedures, including without limitation those that govern safety and security, use of equipment, sexual harassment and non-discrimination, alcohol and drug use, and integrity so that any personnel supplied by Indryve (“Indryve Personnel”) will be aware of Your rules regarding workplace conduct. You will also report to Indryve any alleged violation of Your workplace conduct rules involving any Indryve Personnel and cooperate with Indryve in any investigation of an alleged violation of Your workplace conduct rules involving any Indryve Personnel (each such incident an “Alleged Violation”). The party at fault for the Alleged Violation shall indemnify (in accordance with the terms of Section 6) the other party against any liability incurred as a result of the violation.

    3. Indemnification. Indryve and You agree that should it be determined that the Alleged Violation is a result of Your action or inaction, You shall indemnify and hold harmless Indryve from any liability incurred as a result of said violation. Indryve and You further agree that should it be determined that the Alleged Violation is a result of the action or inaction of Indryve, Indryve shall indemnify and hold You harmless from any liability incurred as a result of said violation.

    4. Insurance. Upon request, Indryve will provide a certificate of insurance evidencing the workers’ compensation, general liability and automobile coverage it has in effect.

  5. Ownership

    1. Work Products. Unless Indryve and You agree otherwise in writing, the Work Products developed for You by Indryve pursuant to these terms and any SOW will belong to You. This provision does not apply to third party works or products Indryve provides to You or to Indryve Materials (as defined below).

    2. Indryve Materials. You acknowledge that Indryve is in the business of providing information technology consulting services and has accumulated expertise in this field and agrees that Indryve will retain all right, title and interest in and to all Indryve Materials. “Indryve Materials” means all discoveries, concepts and ideas, whether or not registrable under patent, copyright or similar statutes, including, without limitation, patents, copyright, trademarks, trade secrets, processes, methods, formulae, techniques, tools, solutions, programs, data and documentation, and related modifications, improvements and know how, that Indryve, alone, or jointly with others, its agents or employees, conceives, makes, develops, acquires or obtains knowledge of at any time before, after or during the term of this Agreement without breach of Indryve’s duty of confidentiality to You. If Indryve Materials are included with or embodied in any Work Product, You will have a perpetual, irrevocable, nonexclusive, worldwide, royalty free license to use, execute, reproduce, display, perform, distribute internally, and prepare for internal use “derivative works”, based upon the Indryve Materials in each case solely in conjunction with the Work Product delivered hereunder. Any interest in the Services and Work Products granted hereunder by Indryve to You shall be effective upon and to the extent of payment by You of the fees and expenses invoiced by Indryve pursuant to this Agreement.

    3. General skills. Notwithstanding anything to the contrary in this Agreement, Indryve and its personnel are free to use and employ their general skills, know how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of You.