Professional
Services Terms
1. Connie Professional Services Terms
These Professional Services Terms (“PS Terms”) apply when you purchase professional services from Connie, Inc. (“Connie,” “we,” “us,” or “our”) as described in a Statement of Work (“SOW”) or Order Form. These PS Terms are incorporated into and form part of your agreement with Connie.
2. Definitions
“Deliverables” means the work product, reports, analyses, or other materials specifically identified as deliverables in the applicable SOW.
“Professional Services” means the consulting, implementation, training, customization, or other professional services described in the applicable SOW.
“Project” means the specific Professional Services and Deliverables described in a SOW.
“SOW” or “Statement of Work” means a document signed by both parties that describes the Professional Services to be performed, Deliverables to be provided, fees, timeline, and other Project-specific terms.
3. Professional Services
3.1 Service Performance
Connie will: - Perform the Professional Services described in each SOW - Use qualified personnel with appropriate skills and experience - Perform Services in a professional and workmanlike manner - Comply with applicable laws in performing the Services
3.2 Your Responsibilities
You will: - Provide timely access to personnel, systems, and information as reasonably required - Make timely decisions and approvals - Assign a project manager as your primary point of contact - Ensure the accuracy of information you provide - Be responsible for your use of any Deliverables
3.3 Project Management
· Each party will designate a project manager
· Project managers will coordinate regular status meetings
· Changes to a SOW require written approval from both parties
4. Statements of Work
4.1 SOW Content
Each SOW will include: - Description of Professional Services - Deliverables (if any) - Timeline and milestones - Fees and payment schedule - Acceptance criteria (if applicable) - Project-specific terms
4.2 SOW Execution
· SOWs must be signed by authorized representatives
· SOWs are governed by these PS Terms and your master agreement with Connie
· In case of conflict, the order of precedence is: (1) SOW, (2) PS Terms, (3) Master Agreement
5. Fees and Payment
5.1 Professional Services Fees
· Fees are as specified in each SOW
· Time and materials engagements will be billed at the rates specified
· Fixed fee engagements will be billed per the milestone schedule
5.2 Expenses
Unless otherwise stated in the SOW: - Travel expenses will be billed at actual cost - Reasonable expenses require your prior approval if over $[AMOUNT] - All expenses will be itemized on invoices
5.3 Payment Terms
· Invoices will be sent monthly or per SOW milestones
· Payment is due within 30 days of invoice date
· Late payments may incur interest at 1.5% per month
6. Deliverables and Acceptance
6.1 Delivery
· Deliverables will be provided per the SOW schedule
· Delivery may be electronic unless otherwise specified
6.2 Acceptance Process
If a SOW includes acceptance criteria: - You have [NUMBER] business days to review and test Deliverables - You must provide written notice of acceptance or rejection - Rejection must specify non-conformities in reasonable detail - Connie will have reasonable time to cure non-conformities - Deliverables are deemed accepted if no response within review period
7. Intellectual Property Rights
7.1 Connie Property
Connie retains all rights in: - Pre-existing Connie intellectual property - General methodologies, know-how, and tools - Improvements to Connie property - Any materials not specifically designated as Deliverables
7.2 Deliverables
Upon full payment: - You own Deliverables created specifically for you - Excludes any Connie pre-existing IP incorporated therein - Connie retains license to use general knowledge gained
7.3 License Grants
· You grant Connie license to use your materials as needed for the Services
· Connie grants you license to use its pre-existing IP included in Deliverables
8. Confidentiality
8.1 Confidential Information
Each party will: - Protect the other’s confidential information - Use it only for performing under the SOW - Not disclose it except as permitted
8.2 Exceptions
Confidentiality obligations don’t apply to information that: - Is or becomes public through no breach - Was rightfully known or independently developed - Must be disclosed by law
9. Warranties and Disclaimers
9.1 Service Warranty
Connie warrants that Professional Services will be performed: - In a professional and workmanlike manner - In accordance with generally accepted industry standards - In material compliance with the SOW
9.2 Warranty Period
· Service warranty period: 30 days from Service completion
· Your sole remedy: re-performance of non-conforming Services
9.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Indemnification
10.1 By Connie
Connie will defend and indemnify you from third-party claims that Deliverables created specifically for you infringe intellectual property rights.
10.2 By You
You will defend and indemnify Connie from claims arising from: - Your use of Deliverables outside the scope of rights granted - Your materials provided to Connie - Your modifications to Deliverables
11. Limitation of Liability
NEITHER PARTY’S LIABILITY FOR PROFESSIONAL SERVICES WILL EXCEED THE FEES PAID FOR THE SPECIFIC SOW GIVING RISE TO LIABILITY.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
12. Term and Termination
12.1 Term
These PS Terms continue while any SOW is in effect.
12.2 Termination
Either party may terminate a SOW: - For convenience with 30 days written notice - For material breach not cured within 15 days
12.3 Effect of Termination
Upon termination: - Connie will be paid for Services performed and expenses incurred - Connie will deliver completed Deliverables - Each party will return the other’s confidential information
13. Independent Contractor
Connie is an independent contractor, not an employee. Connie will: - Control the manner and means of performing Services - Be responsible for its personnel - Maintain appropriate insurance
14. Change Management
14.1 Change Requests
Either party may request changes to a SOW: - Changes must be documented in writing - Include impact on timeline, fees, and Deliverables - Require written approval from both parties
14.2 Delays
· Neither party is liable for delays beyond its reasonable control
· Affected party must promptly notify the other
· Deadlines will be extended accordingly
15. General Terms
15.1 Governing Law
These PS Terms are governed by the laws of [STATE].
15.2 Assignment
Neither party may assign a SOW without the other’s consent.
15.3 Survival
Sections on IP rights, confidentiality, warranties, indemnification, and limitation of liability survive termination.
15.4 Entire Agreement
The SOW, these PS Terms, and your master agreement constitute the entire agreement for Professional Services.
16. Special Terms for Nonprofit Organizations
Connie offers special programs for qualified 501(c)(3) nonprofits: - Discounted professional services rates - Pro bono services (limited availability) - Flexible payment terms
Contact [NONPROFIT EMAIL] for nonprofit program details.
Connie Communications
by Nevada Senior Services, Inc.
[ADDRESS]
[CITY, STATE ZIP]
[COUNTRY]
Contact:
Professional Services Team: [PS EMAIL]
Phone: [PHONE NUMBER]