These Specific Terms (“Professional Service Specific Terms”) contain the terms and conditions that govern the provision of the professional services by Xledger to the Customer. These Professional Service Specific Terms form part of the  Agreement (as described within the General Terms and SaaS Specific terms). The definitions and rules of interpretation set out in the General Terms and the SaaS Specific Terms apply in these Professional Service Specific Terms.

 

GENERAL DESCRIPTION

These Professional Service Specific Terms will apply to the following activities, provided to the Customer by Xledger, implementation services, consultancy, project management, training and other related services.

Details of any project and the services will be detailed in an Order, as agreed by the Customer.

Xledger shall perform the services specified in the Order until the Order is delivered or is terminated.

It is agreed that the Services to be provided are limited to the Services specified in the Order.

 

CUSTOMER RESPONSIBILITIES

The customer will agree to:-

i)  Commit adequate resource to the project and ensure that key personnel are available at relevant times to provide input and instructions necessary to Xledger;

ii) Provide all information reasonably requested by Xledger in a timely manner;

iii) Ensure the information presented to Xledger for creating the Order is accurate and does no omit information pertinent to the scope of the Services;

iv) Be responsible for extracting data from existing systems and for any effort associated with data or content migration, cleansing and content quality assurance;

v) Identify all their business process requirements.

vi) Keep Xledger informed on any developments which may impact on the delivery of the project.

 

SERVICE DELIVERY

Xledger agrees to perform the Services:

i) In all material aspects as set out in the relevant  Order.

ii) in a timely and efficient manner in accordance with industry standards of professional conduct and integrity and with reasonable skill and care; and

iii) in accordance with all legal requirements applicable to the Parties.

The Service will be delivered within Normal Business Hours unless otherwise agreed between both parties.

Unless otherwise agreed, the Services will be delivered remotely. For Services agreed to be delivered at the Customer’s location, the Customer agrees that Xledger will be provided with full access to facilities, equipment and systems to enable delivery of the Service.

Provided that Xledger remains responsible for the delivery of the Service, it shall be entitled to sub-contract the delivery of the Service as set out in these terms.

If the elapsed time of the Services from initiation to Services Start Date, extends beyond the time as set out in the Order, resulting in an extended timeline, then additional project management fees may be charged as set out in the Order.

 

TERM & PAYMENT

The fees set out in the Order are estimates only, based on Xledger’s understanding of the Customer’s requirement. In the event that actual usage exceeds the estimate, the Customer will be charged on actual consumption on a time and materials basis in line with the Order.

Unless otherwise agreed in an Order, any Services delivered at the Customer’s location or another location specified by the Customer, the Customer will be subject to reasonable expenses based on Xledger’s then-current expenses policy.

Expenses will be charged along with the Services in which they relate.

Additional charges may apply if the Service is delivered outside of Normal Business Hours.

 

CANCELLATION

If dates for delivery of the Service have been agreed by Xledger and the Customer cancels or postpones part or all of the Services or Xledger is unable to provide the Service because of acts or omissions of the Customer, Xledger reserves the right to charge the Customer:

50% of the Relevant Fee if notice of cancellation and/or postponement is received by Xledger five (5) days prior to the agreed start date;

100% of the Relevant Fee if notice of cancellation and/or postponement is received by Xledger two (2) days prior to the agreed start date;

 

CHANGE IN PROJECT SCOPE

If the Customer requests changes to the Project Scope, as defined in the Order, they will be agreed between both parties and a change control will be required. This will also include any extension to project timelines.

The parties will co-operate in good faith to agree the change in Fees as a result of the agreed changes. If the parties are unable to agree, Xledger shall be entitled to charge for the Service at prevailing rates.

 

USER ACCEPTANCE TEST

The Customer is responsible for setting and carrying out any user acceptance tests for the Service and/or any deliverables forming part of any project. Xledger will provide a draft test plan to support with this.

 

DEFINITIONS

Fees: the fee for a particular Service set out in the relevant Order for such Service and paid in accordance with the general terms;

Normal Business Hours: the hours between 09:00 – 17:00 local UK (GMT or BST as applicable) on a Business Day;

Project Scope: the project requirements as defined in an Order

Relevant Fee: the fees which would have been charged should the Service had not been cancelled;

Services: the services as described in the relevant Order;

Xledger: XLEDGER LIMITED incorporated and registered in England with company number 07082723 whose registered office is at 4th Floor Tower Wharf, Cheese Lane, Bristol, England, BS2 0JJ;