Annex B – Consulting Services Schedule

 

 
1. Introduction

This Annex B provides details on Consulting Services associated to the Service and is governed in connection with the terms of the OX Cloud Terms of Service (“Agreement”).  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Agreement.

This Annex B defines all activities related to the Consultancy Services requested by Customer under the Order Form

 

2. Scope of Services

2.1 Description

This Annex B only provides details on Consulting Services meaning any contribution by Company agreed upon by the Parties in the Order Form. This covers the following types of Consulting Services:

 2.1.1 Custom Endpoint Setup

Company supports Customer with the setup of a Custom Endpoint as described in Annex A including a branding of the login page based on the given and pre-defined login page layout as well as handling of certificates, brand setup and documentation. The aforementioned branding of Custom Endpoints solely covers the login page and does not include or affect any additional theming of the OX Software. 

2.1.2 Project Delivery Engagement for Custom Endpoints

As part of Project Delivery Engagement for Custom Endpoints, Company provides Customer with 5 additional person-days of consulting services covering technical assistance and troubleshooting support in relation to the Custom Endpoint Setup. This consulting services are in particular covering troubleshooting in connection to provisioning and integration questions. For the avoidance of doubt, this Package is strictly limited to the scope of the Custom Endpoint Setup and, accordingly, does not include any operational work, feature requests, development, or anything else that is not related to the Custom Endpoint Setup. The Project Delivery Engagement automatically ends with the official launch of the Services by Customer.

2.1.3 Self-Migration-Tool Workshop

The Self-Migration-Tool Workshop Package provides Customers, who act as service providers or hosters, a training session on the use of the Audriga Self-Migration Tool – an online service for the migration of mailboxes from third-party operators to the Services provided by Company. The training package includes up to 2 days of remote workshops and migration training sessions carried out by Audriga explaining the functionality of the Self-Migration Tool. Additionally, Customers receives insights on best practices, planning advice for their migration project as well information related to support topics.

2.1.4 Self-Migration-Tool Workshop and Co-Branding

The Self-Migration-Tool Workshop and Co-Branding Package covers the Workshop described under Section 2.1.3 including up to 3 days of remote training sessions. Additionally, Customer receives a customized landing page of the Audriga Self-Migration Tool with its own branding instead of the Company logo as shown below:

 

2.1.5 Provisioning Training

The Provisioning Training Package provides Customer with a up to 2 days workshop covering the specifics of the OX Architecture and explaining the correlation between brands, context, modules, and accounts. OX provides a run-through of the provisioning interface and explains the relevant actions. In addition to that, the Provisioning Training includes 2 hours of consulting time to troubleshoot provisioning issues and questions.

2.2 Service Assumptions

The Parties agree and acknowledge the following assumptions for the provision of Consulting Services:

  • Overall project management will be done by Customer.
  • Customer will coordinate any upfront meetings upon mutual agreement, and both Parties will ensure that suitable personnel and/or resources participate in such meetings.
  • Customer shall provide any assistance, information and material reasonably required for the performance of the obligations hereunder.

 

3. Intellection Property Rights

The Parties may use any skills, knowledge, experience, technical information, inventions, ideas or techniques of whatever nature utilized or gained by respective Party in the course of the Term of Consulting Services (collectively, “Know-How”) for its own benefit or the benefit of third parties. As far as such Know-How contains any intellectual property rights of a Party, the respective Party grants the other Party a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license to use such Feedback and/or Know-How for its own benefit, including enhancement of the Service. Any assignment of intellectual property rights under this Section is compensated by the Consulting Services Fees payable under the Order Form.

 

4. Pricing 

Company charges Consulting Services on a time and material basis based on the effort estimation or as a fixed price item detailed in the Order Form.

4.1 Fixed Price

If an item is chargeable under a fixed price, Company’s efforts are covered by the agreed upon fee. Additionally, Customer shall reimburse Company’s expenses according to Subsection 4.3 below. 

4.2 Time and Material

If an item under this Annex B is chargeable on a time and material basis based on an effort estimation detailed in the Order Form, the consumed time shall be measured in units of “Person-Days”, meaning 8 hours of one of Company’s employee’s working time between 9.00 AM and 6.00 PM in the time zone where the work is to be conducted. Any hour spent outside of this time frame upon Customer’s request incurs a surcharge of 100 %. If Company’s employee travels upon Customer’s request, Company will charge 50 % of the employee’s time in transit. Additionally, Customer shall reimburse Company’s expenses according to subsection 4.3 below. If Company determines an effort estimation to be insufficient in the course of providing the Consultation Services, Company will provide an updated effort estimation to Customer at the earliest possible convenience and Customer shall approve or reject the updated effort estimation. If Customer does not reject such updated effort estimation within 5 Business Days, it is deemed approved. In case Customer rejects the updated effort estimation, Company shall continue to provide the Consultation Services as agreed upon until the amounts resulting from the initial efforts estimation are fully consumed if Customer does not accept the respective amount as detailed by Company.

4.3 Expenses

Customer shall pay all fees specified in the Order Form, plus any actual travel expenses incurred in the performance of Consulting Services. Customer shall also pay at least 50% of Company’s personnel’s time spent traveling between Monday and Friday (excluding public holidays).  Additional charges may apply if the time spent travelling for the performance of Consulting Services must be extended to weekends. Company shall notify Customer of the purpose of the travels and the expected reasonable expenses for Customer's approval (such approval not to be unreasonably withheld, conditioned or delayed). Customer shall then reimburse all expenses incurred relating to the provision of Consultancy Services.

 

5. Customer Responsibilities

5.1 Cooperation

Customer will provide reasonable and timely cooperation in connection with Company’s provision of the Consultancy Services. Company will not be liable for a delay caused by Customer’s failure to provide Company with information, materials, consents or access to Customer facilities, networks or systems required for Company to perform the Consultancy Services.

5.2 Access

Customer shall make available all information, data, facilities and personnel support reasonably requested by Company in performance of Consultancy Services.  Any delay in the provision of Consultancy Services hereunder due to or relating to the delay of the Customer to perform its obligations shall extend the time required by Company to perform Consultancy Services. Each Party will designate a project manager to be the primary contact for all aspects of the provision of Consultancy Services to be performed hereunder.

5.3 No Personal Data

Customer acknowledges that Company does not need to process Personal Data to perform the Consultancy Services. Customer will not provide Company with access to Personal Data unless the Parties have agreed in a separate agreement on the scope of work and any terms applicable to Company’s processing of such Personal Data.

 

6. Access to Licensee's Property and Computers

Customer may provide Company access to Customer’s computers via remote data communications and by visits to Customer’s site as reasonably required to perform its obligations under this SOW.  Costs for supplies, information and computer resources, including software licenses (other than software supplied by Company), required to perform the professional services shall be paid by Customer.

 

7. Staffing/Solicitation

The Company shall have sole discretion regarding staffing for the professional services, including the assignment or reassignment of its professional services personnel. In addition, the Company may, at the Company's sole responsibility, retain one or more sub‑contractors to provide all or a portion of the Consulting Services. Customer shall provide at least one contact person to communicate all product development-related activities, and matters concerning the professional services, to the Company.