Professional Services Terms
Last updated: March 15, 2019.
Please note that our Professional Services Terms were updated on March 15, 2019, and that the updated terms will apply to your purchase of Alchemy Cloud, Inc. (“Alchemy”) professional services made after March 15, 2019.
Professional Services Terms, together with the
Terms of Service any applicable Order Form(s) and applicable Supplemental Terms (collectively, the
“Agreement”) constitute a binding agreement between Alchemy and Customer (each, a
“Party”) under which Alchemy provides Customer Professional Services. Customer accepts and agrees to be bound by these Professional Services Terms by executing an Order Form and/or Statement of Work that references these Professional Services
Terms or by receiving the Professional Services.
1. PROFESSIONAL SERVICES
1.1 Professional Services. Subject to the terms and conditions set forth in these Professional Services Terms, Alchemy will use commercially reasonable efforts to perform the services set forth in all Order Forms and Statements of Work
(as defined below) subsequently executed by the parties (the
). Each Order Form and Statement of Work shall incorporate by reference these Professional Services Terms. Alchemy will perform the Professional Services in a professional and workmanlike manner in accordance with professional industry standards
of quality and integrity. As Customer’s sole remedy and Alchemy’s sole liability for any breach of the foregoing warranty, Alchemy will reperform any nonconforming Professional Services without charge. Other than the applicable fees set
forth in the Order Form and/or Statement of Work, as applicable, and any applicable Change Order or amendment to the Order Form and/or Statement of Work, as applicable, no additional cost or expense shall be required of Customer in order
for Alchemy to be able to provide the Professional Services as required under the Order Form and/or Statement of Work, as applicable.
1.2 Issuance of Statements of Work. Customer may request and propose in writing that Alchemy perform certain Professional Services, and one or both parties, as determined by Alchemy, in its sole discretion, will prepare either (a) an
Order Form or (b) a draft work statement in response thereto (each, a
“Statement of Work”
). All Order Forms and Statements of Work for Professional Services will reference these Professional Services Terms and will set forth: (i) the scope of the Professional Services, and to the extent possible, the applicable deliverables
to be provided by Alchemy thereunder; (ii) any applicable timeline and (iii) the applicable fees payable by Customer to Alchemy for the Professional Services to be provided by Alchemy thereunder. No Order Form or Statements of Work, regardless
of whether it relates to the same subject matter as any previously executed Order Forms or Statements of Work, will become effective, and Alchemy will have no obligation to perform any Professional Services proposed thereunder until executed
by authorized representatives of both parties.
1.3 Change Orders. Customer may at any time request a modification to the Professional Services to be performed pursuant to any particular Order Form or Statement of Work by delivering a written request to Alchemy signed by a Customer
representative, specifying the desired modifications (a
). Alchemy will, within a reasonable time following receipt of a signed Change Request, submit to Customer a written: (i) detailed description of the requested modifications agreed to by Alchemy; (ii) estimate of the fees for the requested
modifications agreed to by Alchemy; and (iii) revised estimate of the time for performance of the Professional Services pursuant to the Order Form or Statements of Work (collectively, a
). No Change Order will become effective, and Alchemy will have no obligation to perform the Professional Services as modified by the Change Order, until executed by authorized representatives of both parties.
1.4 Delays. If either party is aware or becomes aware, of a delay that will prevent Alchemy from meeting any scheduled milestone, such party will promptly inform the other in writing of the delay and the reason, therefore. If such delay
is caused by Customer, the project schedule will automatically be deemed extended for the applicable service or deliverable and all subsequent services or deliverables, if and to the extent necessitated by the original delay. If such delay
is caused by Alchemy, Alchemy will use proactive and reasonable efforts to complete the delayed service or deliverable.
2.1 Suitability. Alchemy will assign employees and consultants with qualifications suitable for the work described in the relevant Order Form or Statement of Work, as applicable. Alchemy may replace or change employees and consultants
in its sole discretion with other suitably qualified employees or consultants. Should Customer be reasonably dissatisfied with the performance of an Alchemy employee or consultant, Customer may request the replacement of that person; provided,
however, before Alchemy shall be required to remove such individual, Alchemy shall have a reasonable opportunity to remedy such situation to the reasonable satisfaction with the Customer.
2.2 Customer Responsibilities. Customer will make available in a timely manner, at no charge to Alchemy, all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources
required by Alchemy, as well as all office space, services and equipment (such as copiers and broadband Internet access) as Alchemy reasonably requires to perform the Professional Services. Customer will be responsible for and assumes the
risk of, any problems resulting from the content, accuracy, completeness, consistency, facilitation, or provision thereof to Alchemy by Customer.
2.3 Configuration Information. Customer will name a subject matter expert and business owner for every team and the Customer’s SMEs will provide to Alchemy, per a mutually agreed to timeline, the information required for Alchemy to perform
the Professional Services and deploy the Alchemy Cloud Services. This information will include but not be limited to processes to be digitized, the workflows of these processes including the logic to get from step to step, forms to be digitized,
tests to be digitized, data to be captured. Additionally, the Customer’s business owner will provide the names and emails of all users, access rights and permissions for each user and for each team and such other information reasonably required
by Alchemy to configure and deploy the Alchemy Cloud Services.
3. FEES AND PAYMENTS. In consideration of the Professional Services, Customer will pay, and Alchemy will be compensated at, the rates outlined in the applicable Order Form or Statement of Work. If mutually agreed and provided for in the
applicable SOW, Customer will also reimburse Alchemy for: (i) all reasonable travel and living expenses incurred by Alchemy’s employees and contractors for travel from Alchemy’s offices; and (ii) any other expenses agreed to as part of the
applicable Order Form or Statement of Work. Except as provided above, each party will be responsible for its own expenses incurred in rendering performance under each Order Form and Statement of Work, including without limitation the cost
of infrastructure, facilities, workspace, computers and computer time, development tools and platforms, utility management, personnel, supplies and the like.
4.1 Unless otherwise stated in the applicable Order Form or Statement of Work or Change Order, each term thereof will last until performance thereunder is completed. Upon such termination: (i) Alchemy will wind up and preserve their
work in a commercially reasonable manner; (ii) subject to Customer’s payment of all fees due and payable for Professional Services, Alchemy will collect and deliver all work in progress, provided that Alchemy will have no obligation to transfer
to Customer, unless otherwise expressly agreed to in writing by the parties, any Confidential Information or Intellectual Property Rights of Alchemy related to the Professional Services provided hereunder; and (iii) Alchemy will inform Customer
of the extent to which performance hereunder has been completed through the date of termination. Customer will pay Alchemy all amounts due and payable for Professional Services performed through the date of termination.
4.2 Survival. The provisions of Sections 3 through 5 will survive the expiration or termination of an Order Form or Statement of Work for Professional Services.
5. PROPRIETARY RIGHTS
5.1 Work Product. The term
“Work Product” means any original software, documentation, reports, designs, specifications, works of authorship and data that are created by Alchemy personnel in the course of Alchemy’s performance of the Professional Services, including
original computer software, algorithms and related documentation created under and to be delivered pursuant to an Order Form or Statement of Work. Unless otherwise set forth in a Statement of Work, all Work Product, and all Intellectual
Property Rights in the Work Product, will be owned by Alchemy. Subject to Customer’s payment of all applicable fees for the Professional Services, Alchemy grants Customer a royalty-free, non-exclusive, nontransferable, revocable, limited
license for the Term of the Agreement to use the Work Product solely with the Alchemy Cloud Services.