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Terms of Service

staffing solutions

TERMS OF SERVICE – Staffing Solutions

Effective Date: Effective Date of PSA

These Terms of Service (“Agreement”) are incorporated into the Professional Services Agreement (“PSA”) in effect between such parties to the PSA. Capitalized terms not defined are defined in the PSA.

  1. Assumptions. Customer will be available to meet with Neostella and participate in meetings. Customer is responsible for project delays due to Customer’s unavailability.
  2. Continuity. Neostella may use different personnel during this Agreement at its sole discretion, without notice.
  3. Using the Budget. A Project Coordinator will monitor Customer’s monthly budget use, and Neostella will tell Customer if such use is exceeding Customer’s expected monthly average. Any unused budget at the end of the Agreement will not be refunded. Neostella will give Customer access to Neostella’s online customer portal to submit non-emergency support requests. Neostella will also give Customer a primary and secondary contact to submit emergency requests. Neostella provides a SLA commitment to respond to emergency requests within 24 hours during business days.
  4. Weekend Work. Rates and Monthly Fees are based on Neostella personnel working Monday through Friday during normal business hours of the location of Neostella personnel, excluding local holidays. Any work Customer needs on a non-working day (holiday, weekend, etc.), must be (i) agreed to by the employee; (ii) coordinated by Customer and Customer’s Neostella contact (Project Manager or Primary Implementation Consultant) at least three (3) business days prior; and (iii) approved by the employee’s manager. Work done per this Section will be billed separate from this Agreement at two (2) times the rate in the rate table in this Agreement.
  5. Data Access. Neostella may need access (“Access”) to Customer’s internal data to do Services. For example, if during a design session Customer may need to demonstrate a current process using a current system with actual data, Neostella may need Access to continue such work. If Customer does not want Neostella to view Customer’s internal data, Customer must provide a sandbox (or similar) environment where Customer business processes and data structures can be seen with fake data accurately representing Customer’s actual data. To do most Services, Neostella needs Org Admin Permissions in Customer’s Filevine instance. If Customer’s data is migrated to Customer’s Filevine instance and Neostella maintains that permission level, Neostella will continue to have Access. Removing Customer’s Org Admin Permissions will remove Neostella’s Access. Additionally, Neostella may be able to streamline work using the Filevine API rather than only through the user interface. In such cases, Customer must request API access from Filevine so Customer can securely provide API keys to Neostella. Additionally, Customer grants Neostella permission to perform such request on Customer’s behalf. If Customer deactivates such keys, Neostella will lose any related access. Confidential Information is subject to the terms in the PSA.
  6. Third Party Licenses. Customer must obtain all necessary licenses to use third party software, which Neostella does not provide under this Agreement. NEOSTELLA DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO THIRD PARTY SOFTWARE OR MATERIALS AND ITS USE OR INCLUSION IN SERVICES OR DELIVERABLES.
  7. Invoicing. Once this Agreement starts, Neostella will invoice Customer the total amount unless the SOW says otherwise.
  8. On-Site Work. If Customer and Neostella agree to on-site work, Neostella will bill Customer for all pre-approved related travel expenses. Travel time between Neostella’s and Customer’s location will be billed at US $100/hr. Expenses will be billed monthly, as incurred, due NET 30. Neostella will provide expense receipts upon request. Neostella will follow applicable written Customer facility rules provided in advance.
  9. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.

Last Updated: 3/8/2024

Prior Versions

2/21/2024

2/16/2024