These Professional Services Terms and Conditions (“PS Terms”) apply to the person or organization (“Customer” or “you”) purchasing professional services from SurveySparrow Inc (“SurveySparrow” or “us” or “we”) pursuant to a mutually agreed to statement of work or similar document between the parties (“SOW”). These PS Terms are incorporated in and made a part of all SOWs. Each of Customer and SurveySparrow may be referred to herein individually as a “Party” and collectively as the “Parties”. SurveySparrow shall not be obligated to perform any professional services until both Parties have mutually agreed upon and executed a SOW or such relevant document with respect to such professional services.
You may request that SurveySparrow provide certain configuration, implementation or other related services pursuant to SurveySparrow’s software-as-a-service offerings as more fully described in the applicable SOW. Any Professional Services not expressly described in the SOW are deemed out of scope and subject to a separate scoping exercise and mutually agreed to statement of work between the Parties, including additional charges as set forth therein.
- SurveySparrow agrees to provide, and Customer agrees to take and pay for the services set out in a statement of work (the “Services”) as such statements of work may be agreed between the parties from time-to-time. The cost for Services under each SOW shall be set forth in a quote from SurveySparrow, associated with such SOW.
- The Services are provided at Customer’s request and Customer accepts that it is responsible for ensuring that the Services are suitable for its own needs.
- SurveySparrow will provide to Customer appropriately qualified person(s) who will perform the Services in a timely and professional manner, during SurveySparrow’s normal business hours, exercising due skill and care and using reasonable efforts to meet any target dates agreed in the SOW.
- All title, ownership rights and world-wide intellectual property rights (including all patents, copyright, trademarks, trade secrets and moral rights) in and to any software, documentation, materials, methodologies, knowhow, trade secrets, or other such information or materials that are used, developed or provided by SurveySparrow in the course of delivering the Services (collectively, “SurveySparrow Intellectual Property”), is and will remain the exclusive property of SurveySparrow (or its affiliates and/or licensors as applicable). Customers may, however, subject to payment of all fees due under this Agreement, retain any deliverables provided to it under a SOW and may use such deliverables for its own internal purposes.
3. Customer Obligations:
- The Customer shall pay for the Services at the rate set out in the relevant SOW or otherwise agreed in writing with SurveySparrow. The rates are exclusive of any value added tax that shall be payable by Customer at the rate and in the manner prescribed by law.
- Customer agrees to pay SurveySparrow invoices within 30 days of the date of the receipt of the invoice.
- Customer warrants that any computer hardware or software that the we are asked to use or modify for the purpose of the Services are either the property of Customer or are legally licensed to Customer and will indemnify SurveySparrow in respect of any claims against SurveySparrow or its employees by third parties related to such use or modification, including all related costs, expenses or damages in the event of any actual or alleged violations of third party proprietary rights or software licenses associated with such use or modification.
During the term of SOW, and for twelve (12) months after its expiry or termination, Customer will not solicit or seek to induce to leave the employment of SurveySparrow any person who was, during the performance of the Services, an employee of SurveySparrow, and who worked with, or under the supervision of, Customer at any time during that period.
5. Force Majeure:
SurveySparrow shall not be liable to Customer for any delay in or failure to perform the Services as a result of a Force Majeure Event. “Force Majeure Event ” means any event affecting the performance by SurveySparrow of its obligations arising from any act, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the above) government regulations, fire, flood or any disaster or an industrial dispute affecting a third party.
6. Limitation of Liability:
- Except as expressly stated herein, SurveySparrow makes no warranties, conditions, undertakings or representations of any kind, either express or implied, statutory or otherwise, in relation to the Services and/or any deliverables resulting from such Services, including without limitation any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or arising from course of dealing, usage or trade.
- The liability of SurveySparrow to Customer in respect of any claim for breach of contract, negligence, breach of statutory duty or otherwise shall be limited as follows: (a) In respect of any claim for fraudulent misrepresentation, personal injury or death caused by the negligence of SurveySparrow or any other liability that cannot be limited by applicable law, no limit shall apply; (b) In respect of all other claims, SurveySparrow’s aggregate liability shall be limited to the amount of the fees paid to SurveySparrow under the relevant SOW(s).
- SurveySparrow shall not be liable to Customer for any indirect, consequential, incidental or special damage or loss of any kind including, but not limited to, loss of profits, loss of contracts, business interruptions, loss of or corruption of data however caused and whether arising under contract or tort, including without limitation negligence.
7. Governing Law & Jurisdiction:
These PS Terms shall be governed by and construed in accordance with the laws of the State of California, U.S.A. and the courts of California shall have exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with this agreement.