Consulting Services - Terms of Use

1. Packaged Consulting Services

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

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

b. Technical Account Management. If You are a Subscriber, You may also obtain Technical Account Management for the EXZATECH Support Services Policy at​. A TAM assigned to work onsite is subject to the provisions in these Consulting Services Terms. 

c. Training. EXZATECH training courses deliver a curriculum onsite, from among the training modules offered by EXZATECH, as listed in the training Order. Each class is led by a team of a Trainer and a Training Lab Assistant. Class size is limited to 15 students. When combined training topics require wider expertise, EXZATECH 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. 

d. Quarterly Architecture Review. EXZATECH will provide an onsite two-day visit by a EXZATECH Platform Architect, on a quarterly basis. Quarterly review objectives will be outlined 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, or monthly consulting service items on an Order, EXZATECH 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. EXZATECH 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 EXZATECH’s Work Product or Services conform to any acceptance criteria agreed-upon in a SOW. If EXZATECH 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 EXZATECH will advise You of the extent to which performance has been completed and deliver any work in progress. You will pay EXZATECH 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. EXZATECH may suspend work or terminate the SOW if You fail to pay reasonably undisputed amounts to EXZATECH within fifteen (15) days of EXZATECH’s notice.

3. Performance

1. Method. EXZATECH will determine the method, details, and means of performing the Services and providing the Work Product, provided that You may require EXZATECH’s personnel to observe Your safety policies and building rules when on Your site. Each party has the right to control its own personnel. Designation of a particular EXZATECH individual in a SOW does not preclude EXZATECH’s termination or re-assignment of the individual, provided that EXZATECH 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 EXZATECH in writing fifteen (15) days in advance. Requests for extensions or open-ended assignments of EXZATECH Personnel will only be considered if made in writing thirty (30) days in advance. EXZATECH 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 EXZATECH. You acknowledge that EXZATECH’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 EXZATECH’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. Confidentiality. Confidentiality obligations may be defined in a separate Mutual Non-Disclosure Agreement between the parties.

6. 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 EXZATECH 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.

7. Limited Warranty and Remedies. EXZATECH 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, EXZATECH will attempt to resolve any deficiencies in the Work Product that You report to it in writing. If EXZATECH is unable to correct the deficiencies, EXZATECH 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 EXZATECH.

4. Personnel

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

2. Policies. You will provide EXZATECH 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 EXZATECH (“EXZATECH Personnel”) will be aware of Your rules regarding workplace conduct. You will also report to EXZATECH any alleged violation of Your workplace conduct rules involving any EXZATECH Personnel and cooperate with EXZATECH in any investigation of an alleged violation of Your workplace conduct rules involving any EXZATECH 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. EXZATECH 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 EXZATECH from any liability incurred as a result of said violation. EXZATECH and You further agree that should it be determined that the Alleged Violation is a result of the action or inaction of EXZATECH, EXZATECH shall indemnify and hold You harmless from any liability incurred as a result of said violation.

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

2. EXZATECH Materials. You acknowledge that EXZATECH is in the business of providing information technology consulting services and has accumulated expertise in this field and agrees that EXZATECH will retain all right, title and interest in and to all EXZATECH Materials. “EXZATECH 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 EXZATECH, 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 EXZATECH's duty of confidentiality to You. If EXZATECH 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 EXZATECH Materials, but in each case solely in conjunction with the Work Product delivered hereunder. Any interest in the Services and Work Products granted hereunder by EXZATECH to You shall be effective upon and to the extent of payment by You of the fees and expenses invoiced by EXZATECH pursuant to this Agreement.

3. General skills. Notwithstanding anything to the contrary in this Agreement, EXZATECH 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.

6. Indemnification

1. Mutual indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses from death, injury or damage to person or property in a proceeding brought by a third party and arising out of (a) the indemnifying party’s negligent actions or omissions, and (b) which occur pursuant to EXZATECH’s performance of the Services. The indemnifying party may, but is not required to, assume the defense of the indemnified party. The indemnifying party has the right to accept or reject a proposed settlement or compromise of any claim covered by this section. The failure to obtain the indemnifying party’s acceptance or rejection nullifies the indemnifying party’s indemnification obligations.

2. Notice. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

3. Failure to notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.