Professional Services Terms (PS)

20230818

These Professional Services Terms, as well as the General Terms and the applicable Order Form or SOW (which are expressly incorporated by reference), govern the agreement between Customer and Deltek for Deltek’s Professional Services (“Agreement”).

PS1. In addition to the definitions below, the Professional Services Terms uses terms defined in the General Terms.

PS1.1 “Configuration” means the application settings that are part of the out-of-the-box capabilities of the SOW Software. Configuration will dictate how the SOW Software will operate for each Customer.

PS 1.2 “Customer Project Manager” means a dedicated Customer resource that has responsibility for overall project management of the Customer’s responsibilities. Customer project manager is assigned at the beginning of the project and should have project management experience.

PS 1.3 “Deliverable” means a document identified herein and provided in document format under this SOW.

PS 1.4 “Instance” means a running copy of the Software. Once installed or copied, an Instance exists (whether or not it is actually executing) until it is completely removed from memory and uninstalled from disk storage.

PS 1.5 “Integration” means the translation of data from the format of one application directly into the format of another; a data and command conversion on an ongoing basis between two or more systems.

PS 1.6 “Interface” means any standard functionality for providing input and output to and from outside applications.

PS 1.7 “Professional Services End Date” means the date on which the SOW and the Professional Services engagement outlined therein is completed and closed.

PS 1.8 “Project Manager” means the Deltek primary point of contact that (i) has responsibility for joint management of the project in coordination with the Customer Project Manager, and (ii) is a specialist in facilitating and using of the Deltek methodology, by providing standard project governance documents such as: Risk Mitigation Template, Issue Escalation Template, Steering Committee Meeting Agenda Template and Baseline Project Plan with respect to Deltek Software products.

PS 1.9 “Project Plan” means the plan for the implementation of the SOW. The Project Plan may be revised by mutual agreement of the parties during the term of this SOW.

PS 1.10 “Project Sponsor” means a single point of contact identified by Customer to whom the Customer Project Manager and the Deltek Project Manager should report progress, confirm Deliverables, discuss scope changes and Change Orders.

PS 1.11 “Remote Access” means remote desktop capabilities utilizing either Live Meeting or similar capability.

PS 1.12 “Software Extensibility” means modifications to the Software that are tracked and managed through the extensibility framework (also known as “Extensions”) within Deltek Software to augment the Software’s standard functionality without changing the original core code. Extensions are segregated from the Software’s core code and independently developed, tested, supported, and maintained by the Customer and/or by Deltek exclusively under an SOW. Deltek’s extensibility framework may allow a Customer’s Extensions to be automatically migrated, unchanged, to a new version release or hot fix, however Deltek strongly advises Customer to properly test any Extension based on a release of the Software being upgraded or impacted by a patch or hotfix. The Extensions that are dependent on core code, tables, or capabilities that have changed may automatically migrate to the new version release or hotfix, however, they may no longer function as originally intended based on the afore mentioned change. In this scenario, a Customer shall be responsible for any cost to modify the Extension to work with the new version. Software Extensibility and Extensions are excluded from the Customer’s maintenance and support.

PS 1.13 “SOW” means statement of work, work order or any other document authorizing Professional Services (excluding purchase orders) including training, executed by Customer or by both parties.

PS 1.14 “Steering Committee” means the body of individuals established by Customer to make decisions and monitor the progress of the SOW.

PS2. Professional Services. Deltek shall provide Professional Services when mutually agreed. The total cost or completion dates for any Professional Services in an SOW are estimates. Customer acknowledges that the ultimate responsibility for the Professional Services rests with Customer and that Deltek's role is to assist Customer in that endeavor. Any advice provided by Deltek is limited to the set up and appropriate use of the Deltek Products. Decisions regarding business practices, accounting treatment, and account set up are the sole responsibility of Customer; Deltek is not rendering legal, accounting, or tax advice and is not responsible for the results of any such decisions made by Customer. Deltek may use subcontractors to perform Professional Services. Any staff or personnel provided by Deltek to provide the Professional Services are “Consultants”. Customer shall have or obtain the Deltek and third party software licenses needed to be consistent with any Professional Services provided to Customer.

PS3. Statement of Work. Each SOW or Order Form shall establish the general nature of the work to be performed, the number of Consultants to be assigned, the estimated duration of the Professional Services, the approximate number of hours, and the applicable hourly rate or fee. If there is a conflict between this Agreement and the SOW, the SOW shall control.

PS4. Project Management. Customer shall appoint a Customer Project Manager to authorize SOWs, receive progress reports, and address problems that may arise in connection with the Professional Services and shall provide Deltek in writing with the name and contact information for the Customer Project Manager.

During the period of performance in the applicable SOW, Customer authorizes Deltek Consultants to submit tickets for maintenance and support on Customer's behalf as part of the implementation process. Such tickets will be logged against Customer’s Client ID and will not count against the maximum number of tickets available to Customer under Customer’s current maintenance and support plan. Customer may request a list of the cases/tickets submitted by a Deltek Consultant by submitting a written request to the Deltek Delivery Director. Customer also understands that such tickets may provide Deltek Consultants with access to Personal Data or result in the transfer of Personal Data subject to Deltek’s General Privacy Terms. Customer may opt out of this process at any time by providing the Deltek Delivery Director with prior written notice.

PS5. Work on Customer's Premises. Deltek shall require its Consultants to observe the reasonable security, safety, and other policies of the Customer while such Consultants are on Customer's premises, provided that Customer provides Deltek with reasonable advance notice of those policies.

PS6. Customer's Cooperation. Deltek's performance depends upon Customer's timely and effective cooperation in connection with the Professional Services, including providing Deltek with reasonable facilities, timely and sufficient access to appropriate data, information, and appropriately skilled Customer personnel, and prompt responses to questions and requests. Deltek will not be liable for any failure or delays in performing the Professional Services to the extent that the failure or delay is caused by Customer's failure to cooperate. Deltek may rely upon the accuracy and completeness of data, material, and other information furnished by Customer, without any independent investigation or verification. Should the data contain errors or inaccuracies, Customer shall be responsible for any additional time expended by Deltek’s Consultants to resolve the identified errors or issues.

PS7. Scheduling and Changes.

PS7.1 Scheduling. Deltek will try to accommodate work schedule requests of Customer to the extent commercially practicable. Deltek reserves the right to change such schedule for any SOW or Order Form if the assigned Consultants are unable to perform scheduled Professional Services because of illness, resignation, weather, or other causes beyond Deltek's reasonable control. Deltek will make commercially reasonable efforts to replace any such Consultant within a reasonable time in order to limit impact on the schedule.

PS7.2 Cancellation or Rescheduling of SOWs. Customer may cancel or reschedule all or part of any SOW or Order Form for Professional Services upon ten (10) business days advance written notice (" Notice Period"). Upon cancellation of an SOW or Order Form for Professional Services in progress, Customer will pay all fees and expenses for work performed through the effective cancellation date (partially completed fixed fee engagements will be prorated) as well as reasonable costs directly related to Customer's cancellation. An SOW or Order Form for Professional Services may be rescheduled at no cost, other than any reasonable costs directly related to rescheduling. If Customer cancels or reschedules an SOW or Order Form for Professional Services with less than the Notice Period, Customer will pay a fee equal to the total daily rates for Consultants assigned to the SOW or Order Form for Professional Services for every day that the actual notice was less than the Notice Period. However, the fee may not exceed the remaining number of days scheduled on the SOW or Order Form for Professional Services.

PS8. Fees and Expenses. Unless otherwise agreed in writing, the minimum labor charge for any single day is eight hours. Billable amounts incurred in excess of eight hours per day will be billed at the standard, straight-time hourly rate. Estimated fees for Professional Services under this Agreement do not include travel or other expenses. Customer agrees to reimburse Deltek for and will be invoiced for all travel and other expenses. Out-of-pocket expenses will be reimbursed on a pass-through basis based on the net cost paid or invoiced at the time of purchase, which includes airfare, ground transportation, lodging, meals and incidentals. Customer acknowledges that Deltek or its affiliates may receive frequent flyer miles, hotel "points," commissions, rebates, fees or other consideration ("Benefits") as a result of relationships with travel service providers, alliance companies, software, hardware, and other vendors. Customer agrees that Deltek is not obligated to provide a credit for or reimbursement to Customer for Benefits.

PS9. Equipment

PS9.1 Projection Equipment. If requested by Deltek, Customer will make projection equipment available for use for on-site training classes. Upon prior written request, Deltek may provide projection equipment for an additional charge.

PS9.2 Training Services for Mobile Classrooms. “Deltek's Mobile Classroom” means the portable training classroom (which consists of laptop computers loaded with demonstration software and training documentation) that Deltek makes available for Customer to use at the site designated by Customer. Customer agrees to assume all risks upon delivery of the equipment provided by Deltek as part of Deltek's Mobile Classroom. Furthermore, Customer shall return to Deltek all equipment, documentation and software on the date specified in the applicable SOW, in the same condition as when provided by Deltek, less normal wear and tear.

PS10. Customization Services. If set forth in an SOW, Customizations may be developed for the use of Customer and will conform to the Product identified in the applicable SOW for the Product version to which the Customization applies as it exists at the time of development. Customizations are not covered in Customer's maintenance or update plan. If future improvements, updates or changes to third party software cause the Product and/or databases to change, then any Customization provided to Customer may require modification. The cost of such modification will be borne by Customer. The potential also exists that Customer will not be able to apply updates until the Customization has also been upgraded. Customer will need to test any new updates to determine how its specific Customization(s) may be impacted.

PS11 Professional Services Warranty.

PS11.1 Warranty. During the provision of the Professional Services, Professional Services will be performed in a professional and workmanlike manner, and in accordance with applicable industry standards and practices and will substantially meet the mutually agreed upon specifications set forth in the SOW. The sole and exclusive remedy under this warranty is the re-performance of the Professional Services that fail to comply with this warranty. This express warranty expires 30 days after the performance of the services or 30 days after the Professional Services End Date if stated in an applicable SOW or Work Order, whichever comes first. This warranty is limited to the Professional Services provided to Customer by Deltek and does not include or imply any warranty for any SaaS or Software provided to or used by Customer.

PS11.2 Personal Warranties. All warranties described above are personal to and intended solely for the benefit of the Customer and do not extend to any third party, including Affiliates.

PS11.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTIES SECTION AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DELTEK NOR ITS LICENSORS MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, TERMS, CONDITIONS, OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. DELTEK DOES NOT WARRANT OR REPRESENT THAT THE PROFESSIONAL SERVICES WILL BE TIMELY, COMPLETE, RELIABLE, ADEQUATE, ACCURATE, USEFUL, SECURE OR ERROR-FREE.

PS12. Customer Indemnification. If Deltek notifies Customer promptly in writing of a Claim and gives Customer full control of and assistance for the defense of such Claim, Customer will indemnify, defend and hold harmless Deltek against any damages finally awarded resulting from a Claim (including a Claim by an Authorized User) that:

Customer has breached any third party terms, or
Customer has violated the rights of the third party in posting, transmitting, storing, retaining or deleting of Customer Data.

PS13. Non-solicitation of Employees. For one year after delivery of an order, or after termination of an SOW, neither party shall solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Professional Services or proposal for the Professional Services specified in the Order Form for Professional Services or SOW, without the other party's express written consent. However, neither party will be precluded from hiring any employee of the other party who responds to any public notice or advertisement of an employment opportunity or who terminated his/her employment with the other party at least six months previously, provided that the hiring party did not solicit the termination. A party shall not be in breach of this Non-solicitation of Employees Section if those responsible for the solicitation, hiring or retention of the other party's personnel were not aware of these restrictions. However, personnel of either party working on a proposal or order for Professional Services under this Agreement shall be presumed to know of the restriction.