Terms of ServiceWork-Relay

Effective Date: Date of Last Signature

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: Work-Relay). Using Neostella’s dedicated team services gives Customer consistent support for new and ongoing projects. Neostella’s experience can help build and grow efficient systems. This type of service agreement gives Customer more flexibility and customization that are a trademark of Neostella’s customer experience.
  2. Custom Development. This Agreement excludes any custom development, unless specified in the corresponding SOW.
  3. Assumptions. Customer will be available to meet with Neostella and participate in meetings. Customer is responsible for project delays due to Customer’s unavailability.
  4. Continuity. Neostella may use different personnel during this Agreement at its sole discretion, without notice.
  5. Usage- Generally. Unless otherwise agreed to by Customer and Project Manager, hours will be scheduled per the SOW. Customer will be billed monthly for all purchased hours, regardless of usage. Certain limits apply (for example, in a dedicated team, a role equates to an individual, who will naturally have capacity limits).
  6. 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.
  7. Management. Neostella will regularly report the remaining budget, work completed, or work in progress. Neostella will lead all internal and client-facing meetings, including daily internal stand ups during active projects.
  8. Documentation. Neostella may create process documentation for current and desired states; align stakeholders; and guide solution design and development. For key documents, Neostella may request written approval. Neostella may use and share publicly-available documents Customer provides. Unless this Agreement says otherwise, Neostella will not provide any documentation of work performed.
  9. Internal QA. Business Analysts will draft and run Quality Assurance (“QA”) scenarios to validate the developed outcome(s) against pre-development documentation.
  10. Customer Internal Team. Customer will provide its own team with several roles (the same person may fill multiple roles). First, a Project Manager to align internal resources. Second, a Program Manager to evaluate backlog items and meet with internal stakeholders. Third, Business Process and Subject Matter Experts to provide process walk-throughs, aid in documentation, and create test data. Fourth, a Developer to compose and validate SQL statements, API calls/responses, or other code. Fifth, a Tester to create and perform test scenarios on Customer’s environment. Sixth, an IT Support Resource to address VM, infrastructure, and application access needs. Seventh, a Business Analyst to identify and describe any needed changes in organizational processes. Eighth, a Salesforce Administrator to work with Customer to define system requirements and improve customization.
  11. 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).
  12. Testing and Acceptance. While Neostella will validate its work, Customer must do final testing. Neostella will make adjustments as needed using services and products in this Agreement. If this Agreement ends, all work done under this Agreement will be deemed delivered, complete, and accepted.
  13. 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.
  14. Third Party Licenses. Customer must obtain all necessary and agreed-upon licenses to use third party software, including, but not limited to, Vendor Product licenses, 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.
  15. 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.
  16. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.

Last Updated: June 24, 2024