Apttus Managed Support Services – Terms & Conditions
Version Date: November 8, 2016
APTTUS Managed Support Services (“MSS”) consist of consulting and administration services to assist Customers with updating, modifying, or maintaining APTTUS applications, as further described at http://apttus.com/managed-support-services. MSS are generally made available as a subscription (certain amount of hours per time period, e.g. hours per month, depending on the MSS package type) that does not necessarily run coterminous with Customer’s subscription to an APTTUS SaaS product. MSS are offered in different package types, including “Basic”, “Standard”, “Premium”, “Semi-Dedicated”, and “Dedicated”.
These APTTUS Managed Support Services Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
MSS are governed by the professional services agreement, or, in its absence, the applicable terms of the master subscription agreement in place between Customer and APTTUS (“Agreement”). Any reference to a “Statement of Work” or “SOW” or an equivalent term in the Agreement shall be a reference to the Order Form for the applicable MSS subscription for the purposes of these Terms. Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date. Customer’s continued use of MSS following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. For the package types “Basic”, “Standard” and “Premium”:
1.1 Monthly MSS hours generally expire at the end of the month that those hours are assigned to, with the following exception: half of the unused hours at the end of each month are carried over (once only) to the next month. (Example: Customer purchases an annual MSS subscription “Basic” running from January to December, with 10 hours of MSS assigned to each month. At the end of January, Customer has used 5 hours. Of the remaining 5 hours, 2.5 hours are carried over to February, while the other half expires. Consequently, for February, Customer has 12.5 hours of MSS available. In February, Customer does not use any MSS hours. The 2.5 hours rolled-over from February expire, while half of the unused 10 hours of March are rolled-over to April. Consequently, for April, Customer has 15 hours of MSS available.).
2. For the package types “Semi-Dedicated” and “Dedicated”:
2.1 The Total Hours set forth in an Order Form for a “Semi-Dedicated” or “Dedicated” MSS subscription will expire at a rate of 1/12th monthly. (Example: Customer purchases an annual “Dedicated” MSS subscription of 1920 hours, running from January to December. At the end of January, the unused part of 1/12th of 1920 hours (= 160 hours) expires. In other words, if Customer has used 120 hours in January, the difference between 120 hours and 160 hours (= 40 hours) expires at the end of January, leaving Customer with 1760 available hours from February.) If the Term is other than annual, the Total Hours will expire ratably monthly over the Term.
3. For all package types:
3.1 The Term for an MSS subscription is indicated on the applicable Order Form. Unless specified otherwise, the Term starts on the Order Form signature date, and the subscription fees for MSS shall be invoiced and payable in advance on the Order Form signature date. Subscription fees for MSS shall be non-refundable.
3.2 The amount of hours required in order to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual hours used may be less, or more, than the original estimate. If the actual hours exceed the hours available to the Customer for the then current period of time, additional MSS hours may be purchased at the rate of $350 per hour via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional MSS hours shall expire coterminous with Customer’s then existing MSS hours. Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
3.3 Customer is responsible for thoroughly testing an MSS implementation in sandbox and production orgs and will provide written approval and acceptance of the implementation upon successful completion. Any change or adjustment to the implementation thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
3.4 Some Customer requests may, depending on their complexity or size and in APTTUS’ sole discretion, not be covered by MSS and be referred to the APTTUS Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the APTTUS University and Training team).
3.5 Customer will grant MSS representatives full admin access to the production and sandbox orgs necessary for the provision of MSS. MSS representatives may provide temporary access for, consult with, or assign work to, other APTTUS employees such as engineers, developers, or product managers from time to time in order to complete Customer’s request.
3.6 Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
3.7 All MSS are performed remotely (there will be no travel).
3.8 MSS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
3.9 A named MSS representative may be temporarily replaced by another MSS representative in case of vacation, training assignments, or similar absences.
3.10 APTTUS may refuse to perform a Customer request due to high risk or any other relevant reason. APTTUS is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or APTTUS environments by MSS.