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Terms of Service

maintenance and support (fixed rate)

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. Scope of Services (Technology Provider: UiPath). This Agreement gives Customer a budget to support or maintain its solutions. Customer has control and flexibility to work with Neostella as needed. Customer will direct Neostella experts for maintenance and support, to be completed within Technology Provider’s application, per this Agreement.
  2. Scope Management. Out-of-scope Services must go in a Change Order or future Agreement. Such items include (without limit): (i) configuration, installation, enterprise roll-out, custom development, custom coding, or integration services (unless listed in the “Scope of Services” Section above); and (ii) development enhancements needing more than five (5) hours total to complete.
  3. Continuity. Neostella may use different personnel during this Agreement at its sole discretion, without notice.
  4. Using the Budget. If any month has hourly spend above the contractually agreed upon quantity of hours, Customer will be invoiced for any overages in the following month at a rate of $120.00/hour. If the effort required to address a single support ticket is expected to exceed five (5) hours, Neostella will provide an estimate for the hours of effort expected to be required to complete the work and a separate Change Order will be issued and executed in order to specifically focus on the ticket submitted. Hours used are provided on a monthly basis and if unused hours exist, they do not carry over from month to month. Neostella may use up to eight (8) budget hours to ‘ramp-up’ the support team to Customer’s current process. Customer’s process SME must be available to help Neostella. Budget may be used on standard working days (not weekends or holidays). Time will be billed in fifteen (15) minute increments by each Neostella resource (multiple persons working on a single task will each bill their respective rate).
  5. 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.
  6. Service Level Agreements (“SLAs”). Three (3) business hours maximum to first touch on ticket (Intake and Distribution). Three (3) total hour elapsed time. Eight (8) business hours maximum to diagnostic (understanding the issue). After this, Neostella will respond to ticket submitter with suggested action. Support is available from 8am-5pm central time, Monday through Friday. Additional support options are available upon request.
  7. Dependencies. No tickets will be accepted unless submitted through the service desk for Customer. All tickets will include: (i) name, date, and time of process impacted; (ii) logs submitted for job where error occurred; (iii) supporting screenshots; (iv) expected outcome of the process that has errored out; (v) data, examples, or files run in the bot job that has errored out; and (vi) test data (including, at minimum, data causing the issue and any additional examples to allow further testing or fixes to be applied) for Neostella resources to test solution, along with any additional test files within twenty-four (24) hours of Neostella’s request. If not provided, (i) additional budget will be drawn at Neostella team members’ discretion, or (ii) the ticket will be closed or dismissed. SLA timelines above depend on Neostella receiving accurate information. Items deemed to be an enhancement of the code (scenarios not coded into the process) are not bound to SLAs. Customer must approve all enhancements and time required for the enhancement before work begins. United States, Colombia, and Mexico holidays are not part of SLAs unless covered by an SLA package. All SLA terms depend on Neostella’s team having access to the development or QA environments.
  8. Timeliness. Customer’s team will be available to meet with Neostella and participate in meetings to fully use the purchased hours or Services. Customer is responsible for any project delays due to Customer resource unavailability. Such delays may extend timelines or lead to underusing budget or personnel if Neostella’s team is without work (but will not reduce fees).
  9. Non-Production Environments. Customer will provide a development environment or system (which will not contain Confidential Information) for all required third party systems so Neostella can develop against, or demonstrate functionality of connections with, the development environment. If such systems are not available, Neostella personnel in multiple locations may access the designated production systems for development or training.
  10. 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.
  11. Payment Terms. Invoices are due with terms of NET 30. All payments will be in US dollars and made by ACH or wire transfer. If any good faith dispute arises as to a portion of an invoice, the undisputed portion will be paid. Invoices more than thirty (30) days past due (sixty (60) days after invoice date) will be in default and work will stop until the invoice is fully paid. Any such work stoppage will not relieve Customer of any obligations under this Agreement. If Customer has to pay an initial deposit at the start of this Agreement, Neostella may refuse to start performing Services under this Agreement until Customer pays such initial deposit.
  12. Hours. Neostella will provide Services on a time and materials (T&M) basis. Neostella will update Customer as hours are used.
  13. 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.
  14. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.

Last Updated: April 11, 2024