Terms of Service

Workato

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. Continuity. Neostella may use different personnel during this Agreement at its sole discretion, without notice.
  2. Usage- Generally. Unless otherwise agreed to by Customer and Project Manager, hours will be scheduled per the table above. 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).
  3. Reserve- Underutilization Balance. Each week, the dollar value of any hours not used in the prior week will be added to the Reserve budget. Any Reserve balance will not exceed the dollar value of two (2) weeks’ allocation (i.e. 10 business days) of the entire team. Any Reserve balance left at the end of this Agreement will be forfeited. If Customer’s business is open during a day but time is unused due to team member PTO or a Neostella holiday, such unused time will be added to the Reserve in excess of the two (2)-week limit. If Customer and Neostella are both closed, such unused hours will not be added to the Reserve.
  4. Reserve- Overutilization Credit. Customer may “borrow” future hours from the Reserve, up to fifty percent (50%) of the monthly commitment. If any hours above the allocation are used in a week, the dollar value of those hours (from the rate table in this Agreement) will be subtracted from the Reserve. Any Reserve budget deficit will not exceed the dollar value of two (2) weeks’ allocation of the entire team. Any Reserve deficit left at the end of this Agreement will be billed.
  5. Reserve- Use. The current Reserve balance will be a part of reporting from the Project Manager. Neostella’s goal is to be as close to a $0 Reserve as possible at the end of this Agreement. Pending individual availability and capacity, the Reserve budget may be used in addition to the weekly allocation, up to one hundred fifty percent (150%) of the committed amount. When using the Reserve budget, an individual’s overall workload at the time will determine how many extra hours may be used. In any case, a person will not be expected to exceed 40 hours of total work across all projects. Availability is planned based on a consistent number of hours per role per week, mutually agreed upon at the start of this Agreement. Reserve budget will be drawn based on the rate table in this Agreement. Reserve budget may be used on standard working days (not weekends or holidays). Reserve budget will be used for one week per quarter in lieu of the weekly allocation.
  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. Development. Unless specified above, no Workato development is in scope. Any configuration within Workato occurring during training is only for demonstration purposes and is not meant to be fully functional.
  10. Internal QA. Business Analysts will draft and run Quality Assurance (“QA”) scenarios to validate the developed outcome(s) against pre-development documentation.
  11. Customer Internal Team. Customer will provide its own team with several roles (the same person may fill multiple roles). First, a Project Manager (1-2 hrs/week) to align internal resources. Second, a Program Manager (2-4 hrs/week) to evaluate backlog items and meet with internal stakeholders. Third, Business Process and Subject Matter Experts (3-10 hrs/week) to provide process walk-throughs, aid in documentation, and create test data. Fourth, a Developer (2-6 hrs/week) to compose and validate SQL statements, API calls/responses, or other code. Fifth, a Tester (5-20 hrs/week) to create and perform test scenarios on Customer’s environment. Sixth, an IT Support Resource (1-3 hrs/month) to address VM, infrastructure, and application access needs.
  12. 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).
  13. Testing and Acceptance. While Neostella will validate its work, Customer must do final testing. Customer will provide written defect reports that include (at minimum) the data used, systems involved, and steps to reproduce. Defects will be triaged, investigated, and addressed per the defect, and prioritized per discussions by Customer and Project Manager using allocated weekly hours. Defects may not be addressed if (i) reported less than seven (7) business days before the End Date; or (ii) where there is not enough budget, allocation, or Reserve (as applicable) to resolve. Once any budget is used up or the Agreement ends (whatever is sooner), all work done under this Agreement will be deemed completed.
  14. 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.
  15. 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.
  16. Hours. Neostella will provide Services on a time and materials (T&M) basis. Neostella will update Customer as hours are consumed. Unused hours may be carried in a Reserve.
  17. 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.
  18. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.