These Terms of Service Subscription apply to a Statement of Work for pre-purchased subscription professional services hours. These are sometimes referred to as Consulting-as-a-Service (CaaS) Statements of Work.
These Terms of Service Subscription are incorporated by reference into Statement of Work for subscription-based pre-purchased services. Each Statement of Work is entered into in accordance with the procedure outlined in the MST between Agilyx and the Customer, and will state expressly that these Terms of Service Subscription apply.
Because these terms are incorporated into a Statement of Work, then the terms of the MST always apply to a Statement of Work to which these terms are incorporated, as described in the MST.
Capitalised words and phrases in this Statement of Work have their meaning from the Dictionary unless the contrary intention appears.
Capitalised terms that are not otherwise defined in this Statement of Work have their meaning as set out in the MST.
In this Statement of Work, unless it is provided otherwise, the Rules of Interpretation apply.
The Statement of Work incorporates the Data Processing Addendum, it applies as though set out in full here.
In consideration for the Subscription Price, Agilyx offers to sell and the Customer agrees to buy the Pre-purchased Hours (set out in the Commercial Terms) for use only during the current term of the SOW (each current term being either the Initial Term or a Renewal Term as the case may be, the Term), subject always to the terms and conditions set out in this Statement of Work.
Normally, the Pre-purchased Hours are only redeemable during the Term. However, the Customer may request for Agilyx, through the Online Ticketing System, to roll-over up to 50% of the hours from the current Term into the next Renewal Term, whereby Pre-purchased Hours rolled-over may be used in that Renewal Term (Roll-over).
Only unused hours can be the subject of a Roll-over and only one request for a Roll-over may be made within a twenty-four (24) month period. For abundant clarity, the Customer must enter into the Renewal Term in to perform the Roll-over, if there is no Renewal Term then outstanding Pre-purchased Hours are forfeit.
Customer must nominate a customer representative (the Authorised Requester) to exercise the functions under this Statement of Work. The Authorised Requester must be duly authorised within the Customer’s organisation to erode the Pre-purchased Hours.
The parties will co-operate to establish their joint access, use and governance of the Online Ticketing System to facilitate access to, and use of, of the Pre-purchased Hours according to the terms of this Statement of Work.
In order to use the Pre-purchased Hours, the Authorised Requester must access the Online Ticketing System and raise a ticket.
If the Online Ticketing System is not available (for example due to hosting service or ISP outage or third-party maintenance by the software vendor), Agilyx will make available a telephone or email contact for the period of unavailability and correspond through that medium.
Once the Authorised Requester has raised a ticket to request services be rendered against the Pre-purchased Hours, Agilyx will use reasonable efforts to assign a professional services person to provide the requested services.
There the Authorised Requester requests services that exceed the available Pre-purchased Hours, those services are chargeable at the Professional Services Rates.
At the request of the Customer, and no more frequently than once per month, Agilyx will provide the Customer with a report detailing how the Pre-purchased Hours have been used, and how many remain including a breakdown of how many hours were attributable to each ticket in the Online Ticketing System.
The report will be provided by email or through the Online Ticketing System.
Any Agilyx professional services for products, services or systems other than for those originally implemented by Agilyx are outside the scope of use for the Pre-purchased Hours.
If the request by the Customer in a ticket through the Online Ticketing System is estimated by Agilyx to require more than three (3) days’ worth of services, the Pre-purchased Hours cannot be used (Time Limit).
If Agilyx ultimately does not breach the Time Limit addressing all services/items raised in the ticket, then the Pre-purchased Hours will be attributable to the work performed for that ticket in retrospect.
The Pre-purchased Hours can only be used for services provided remotely; on-site services require a separate agreement.
Integration development (for example, development involving of API calls to exchange data with other software systems) is outside scope and Pre-Purchased Hours cannot be used for it.
The Statement of Work may provide that other exclusions apply, or it may vary the above exclusions in some way. If it varies them, then the variations supersede the exclusions set out above.
This Statement of Work commences on the Commencement Date and shall continue for twelve (12) months (the Initial Term) unless terminated earlier in accordance with its terms.
Subject to any Updated Terms or Updated Pricing, after the Initial Term, this Statement of Work will automatically renew for a further twelve (12) month term (each a Renewal Term), unless:
either party provides the other party with written notice of termination at least sixty (60) days prior to the expiration of the Initial Term or if applicable, the Renewal Term, in which case the Statement of Work will terminate upon expiry of either the Initial Term or the Renewal Term (as the case may be); or
the Customer is in breach of any of its payment obligations under this Statement of Work, in which case Agilyx may terminate the Statement of Work effective at the expiry of the Initial Term (or if applicable, the Renewal Term).
Without limiting Agilyx’s other rights or remedies at law or under this Statement of Work, Agilyx may suspend use of the Online Ticketing System or suspend provision of services if the Customer is in breach of any of its payment obligations under this Statement of Work.
The Customer agrees to pay Agilyx the Subscription Price in advance for the Initial Term (which is set out in the Commercial Terms) and to pay accordingly in advance for any Renewal Term in accordance with this clause (Annual Subscription Payment).
Agilyx will issue an invoice for the Subscription Price of the Initial Term on or around the Commencement Date and then thirty (30) days before each subsequent Renewal Term.
Agilyx will notify the Customer ninety (90) days prior to a Renewal Term if:
the terms of this Statement of Work have been updated (Updated Terms), in which case Agilyx will provide access to a copy of the Updated Terms along with the notice; and/or
the Subscription Price for the upcoming Renewal Term is changing (other than through Indexation) (Updated Pricing).
By continuing into the Renewal Term the Customer agrees it will be governed by any Updated Terms and at the Updated Pricing. If Agilyx does not provide the notice of Updated Terms or Updated Pricing, Agilyx will issue an invoice for the Renewal Term at the same price as the previous year’s subscription (subject to Indexation) and the Renewal Term will be governed by the existing terms in force at that time (whether original or Updated Terms).
On each anniversary of the Commencement Date, the Professional Services Rates provided in the Statement of Work are subject to Indexation.
On each anniversary of the Commencement Date, the Annual Subscription Payment on the Statement of Work is subject to Indexation. The increase will be calculated as at the date of Agilyx’s invoice for the next Annual Subscription Payment.
The subscription pricing and corresponding Pre-purchased Hours are those set out on the Statement of Work.
The Statement of Work will provide for Professional Services Rates which apply to Agilyx professional services that are required over and above the Pre-purchased Hours, subject always to the scope restrictions in the ‘Exclusions to Scope’ clause.
