Professional Services Terms And Conditions

By signing a Statement of Work (“SOW”) or an Order Document (individually or collectively an “Order Document”) or completing an online registration or purchasing process that includes the delivery of Professional Services by Accruent, LLC or the Affiliate of Accruent LLC that is named in such Order Document (together with its Affiliates, “Accruent”), Client (as specified in the applicable Order Document) agrees to be bound by the terms and conditions set forth in these Professional Services Terms and Conditions (“Terms”).

1. SCOPE. Accruent will provide Client with the Professional Services specified in the applicable Order Document or SOW to which these Terms relate, subject to Client’s payment of all applicable fees set forth therein.

2. TERM OF DELIVERY. The Professional Services shall be available to Client for 365 days from the Effective Date of the Order Document or SOW unless a shorter term is specified therein. After such date, any unused portion of the Professional Services defined therein do not rollover and shall be forfeited. Extensions to the term of delivery must be mutually agreed upon by the parties in writing. No Professional Services shall be scheduled, started, or provided pursuant to an Order Document or SOW if Client has an Accounts Receivable balance with Accruent that is more than 30 days delinquent.

3. INVOICING. Unless alternative payment terms are specified in the applicable Order Document or SOW, all invoices not reasonably under dispute shall be due within 30 days of the invoice date.

a. Time and Material Services. Client will pay Accruent for each hour of Professional Services incurred at the rates specified in the applicable Order Document or SOW, or, if no rate is specified, at Accruent’s then-current standard rates. Any amount set forth in a time and materials Order Document or SOW is solely a good-faith estimate for Client’s budgeting and Accruent’s resource-scheduling purposes and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, Accruent will continue to provide Professional Services under the same rates and terms. Accruent will periodically update Client on the status of the Professional Services and the fees incurred under the applicable Order Document or SOW. Client commits to using at least 90% of the Net Total Price of the time and materials Professional Services estimate set forth in the applicable Order Document or SOW. If Client does not use at least 90% of the estimated Net Total Price, then Client will be invoiced for the remaining amount of the Net Total Price up to said 90% at project completion. 

b. Fixed Fee Services. Unless otherwise specified in the applicable Order Document or SOW, 100% of the Fixed Fee Total plus any applicable sales, use, or similar (VAT, GST) tax, will be invoiced immediately upon the execution of the Order Document or SOW and due within the agreed payment term thereof.

c. Travel Expenses. Accruent will provide Professional Services remotely, unless otherwise stated in the applicable Order Document or SOW. All business travel, lodging, and/or related expenses shall be pre-approved by Client. If Client cancels or reschedules any travel with less than 30 business days of notice prior to the scheduled travel date, Client is responsible for up to 50% of any additional fees associated with rebooking or canceling the arrangements. If Client cancels or reschedules any travel with less than 7 business days of notice prior to the scheduled travel date, Client is responsible for up to 100% of any additional fees associated with rebooking or canceling the arrangements. Unless otherwise stated travel time is to be chargeable to the Client and is calculated as the time between departure from Accruent premises, local airport, or home office and arrival at the destination address, as determined by both parties prior to departure at 50% of the Order Document or SOW billable rate or if a billable rate is not specified in the Order Document or SOW then at Accruent's then-current standard rate.

d. Accruent will provide Professional Services remotely, unless otherwise stated in the applicable Order Document or SOW. All business travel, lodging, and/or related expenses shall be pre-approved by Client. If Client cancels or reschedules any travel with less than 30 business days of notice prior to the scheduled travel date, Client is responsible for up to 50% of any additional fees associated with rebooking or canceling the arrangements. If Client cancels or reschedules any travel with less than 7 business days of notice prior to the scheduled travel date, Client is responsible for up to 100% of any additional fees associated with rebooking or canceling the arrangements. Travel time is calculated as the time between departure from Accruent premises, local airport, or home office and arrival at the destination address, as determined by both parties prior to departure at 50% of the Order Document or SOW billable rate or if a billable rate is not specified in the Order Document or SOW then at Accruent’s then-current standard rate. 

e. Invoicing. Unless otherwise specified above or in an Order Document or SOW, all actual and reasonable fees and expenses incurred as a result of the delivery of Professional Services shall be invoiced in arrears at monthly intervals.

f. Overdue Charges. If any invoiced amount is not received by Accruent by the due date, then without limiting Accruent’s rights and remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Accruent may condition future purchases of Professional Services on payment terms shorter than those specified in the Invoicing section of these Terms. If any amount owing by Client is 30 days or more overdue, Accruent may further, suspend its performance of Professional Services until such amounts are paid in full.

g. Payment Disputes. Accruent will not exercise its rights under the “Overdue Charges” Section, if Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.  

4. EXPECTATION OF COOPERATION

a. Cooperation. Client shall cooperate reasonably and in good faith with Accruent in the performance of Professional Services, including but not limited to:

i. Allocating sufficient resources and timely performing all tasks necessary to enable Accruent to perform its obligations under the Order Document or SOW;

ii. Timely delivering all Client deliverables and other obligations;

iii. Timely responding to Accruent inquiries;

iv. Assigning an internal project manager for each project under an Order Document or SOW to serve as a primary point of contact for Accruent;

v. Actively participating in scheduled project meetings;

vi. Providing complete, timely, and accurate data and information as reasonably required;

vii. Providing, if required, access to the appropriate workspace, facilities, and employees of Client reasonably necessary to perform the Professional Services.

b. Delays. Any delays in performance of Professional Services or delivery of Deliverables caused by Client may result in additional fees for resource time.

5. SUBCONTRACTORS. Unless otherwise agreed by the parties in an Order Document or SOW, Accruent may, in its reasonable discretion, use subcontractors to perform its obligations hereunder and in any Order Document or SOW. In such case, Accruent will be responsible for such subcontractors’ performance.

6. PROJECT CLOSE AND NOTIFICATION PERIOD. Accruent shall provide Client written notification of the completion of delivery of Professional Services, after which Client shall have 10 business days to provide Accruent notice of any material non-conformance or request for change (the “Notification Period”).

a. Notice of Non-Conformance. If a material non-conformance is identified within the Notification Period that is the result of fault or negligence by Accruent, Accruent shall promptly correct the non-conformance at no additional cost to Client.

b. No Notice. If Client does not provide notice of material non-conformance or request for change during Notification Period, the project will be closed, and no additional work will be performed by Accruent.

c. Notice Outside of Notification Period. If Client provides notice of material non-conformance or request for change after the expiration of Notification Period, such work shall only be performed under a new contractual arrangement.

d. Request for Change. If Client provides a request for a change during the Notification Period which is not the result of a material non-conformance, Client shall submit a change request in accordance with Section 7 (Change Control) of these Terms and the delivery of Professional Services subject to the Notification Period shall be deemed complete.

7. CHANGE CONTROL

a. Project Schedule. If at any time either party is unable to meet deadlines outlined within the agreed upon project schedule, Client and Accruent shall work together to revise the project schedule to accommodate any delays. Revisions to the project schedule may result in additional fees. If delays are expected to be extensive and are the results of Client’s failure to cooperate as set forth in Section 4 (Expectation of Cooperation) above, Client acknowledges that Accruent may reallocate project resources to other engagements.

b. Additional Work. During the course of the project, if Accruent determines or reasonably believes that any Client actions or direction constitute a requirement to perform additional work not otherwise specified in the Order Document or SOW, Accruent shall notify Client within 30 days that Client has requested that Accruent perform additional work which shall be subject to additional fees and requires a Change Order.

c. Change Order. Accruent will complete a Change Order containing the changes to the project, project schedule, deliverables and/or Professional Services and fees contained in the applicable Order Document or SOW.  Client shall have 10 business days to evaluate and execute the Change Order. After 10 business days, the terms of the Change Order may be subject to change by Accruent depending upon the availability of resources, impact to project schedule, or severity of impact on existing activities.

8. INTELLECTUAL PROPERTY

  Any tangible or intangible item provided to Client by Accruent as part of the Professional Services engagement (“Deliverables”) shall be owed solely by Accruent; provided, however, that any creative content (for example, creative copy, images, graphs and reports) created exclusively for Client by Accruent as part of the Professional Services specified in the Order Document or SOW or SOW as work product to be owed by Client (“Work Product”), shall be the sole and exclusive property of Client. For all Deliverables that are not Work Product, upon Client’s payment of fees due, Accruent grants Client a worldwide non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) the Deliverables, solely for its internal business purposes, during the terms of an in connection with its use of Accruent’s software and services. Unless otherwise specified in the Order Document or SOW, Deliverables not rejected within five business days of delivery shall be deemed accepted by Client.

9. WARRANTY

a. Warranty. Accruent warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty reported by Client in writing within 90 days of performance, Client’s exclusive remedy and Accruent’s entire liability shall be the re-performance of the applicable Professional Services. If Accruent is unable to re-perform the Professional Services, Client will be entitled to recover the Professional Services fees prepaid to Accruent for the deficient Professional Services. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10. MISCELLANEOUS

a.  When at Client facilities, Accruent will comply with Client’s reasonable written onsite policies and procedures provided in advance to Accruent.

b.  The Parties may use emails to satisfy written approval and consent requirements under these Terms. If there is a conflict among the terms that make up the agreement, then the documents will control with respect to the delivery of Professional Services in the following order: (i) the applicable Order Document or SOW; (ii) these Terms; (iii) any negotiated master agreement; (iv) the End User License Agreement.

11. DEFINITIONS

a. “Change Control” is defined as the process by which requests for changes in deliverables, responsibilities, resources, or project schedules are recorded, evaluated, distributed, and incorporated into the Order Document or SOW.

b. “Change Order” is a document that captures any and all alterations to the Order Document or SOW.

c. “Fixed Fee Total”  shall mean the total fee payable by Client to Accruent for Professional Services agreed upon at the inception of the Order Document or SOW. Fixed fees shall not include additional expenses (such as travel costs incurred by Accruent) unless otherwise set forth in the Order Document or SOW.

d. “Net Total Price”   shall mean the value of the Professional Services inclusive of all added expenses and applicable discounts.

e. “Order Document or SOW”   is a mutually executed order form, statement of work, or similar ordering document signed by the parties under these Terms, or, if Client contracts via an online flow, the order placed by Client during such online flow, and in each case including the commercial information and related terms described therein.

f. "Partner" means a third party authorized by Accruent to resell Professional Services.