Common use of Implementation Guidance Clause in Contracts

Implementation Guidance. 7.1 If Fellowmind agrees with the Customer to perform Implementation Guidance, the parties shall determine, in the Agreement, how the Implementation Guidance will be carried out. If the Parties do not specify in the Agreement how the Implementation Guidance will be carried out, then Fellowmind will be providing consultancy (aArticle 10 Consultancy). 7.2 Fellowmind works on the basis of its experience and best practice methods. The Customer is responsible for ascertaining whether the proposed setup of its systems is properly applicable and functions correctly for its organization, before deciding to put the system into operation. Putting the system into operation shall imply that the Customer has accepted the functioning of the system. 7.3 Unless the parties specifically agree in writing otherwise, the Customer is responsible for the project. Its duties include managing the project, monitoring its progress and making final setup choices. The Customer shall ensure permanent and active input from its organization and cooperation from relevant key users and end users. The Customer shall constitute a project team for this purpose and shall ensure that the project team members are available for the activities scheduled for the Implementation. The Customer warrants that it will make swift decisions during the Implementation. If decisions are not clear and on time, the Customer shall accept the risk of delay. 7.4 If the Customer decides to suspend an ongoing Implementation for more than four (4) weeks before the scheduled Live Date, Fellowmind shall be entitled to compensation of fifty (50) percent of the hours scheduled for the Customer during the first three (3) months after the suspension date. Article 4.8 of these General Terms shall then no longer apply. If the Customer then decides to resume the relevant Implementation within one (1) year, the Customer shall be entitled to a twenty-five (25) percent discount on the project's hourly rate. The total resumption discount in this regard shall never exceed half of the compensation paid by the Customer pursuant to the first sentence of this article. A suspended Implementation that has not been resumed within one (1) year from the suspension date shall be considered terminated in accordance with article 7.5. 7.5 If the Customer decides to terminate an ongoing Implementation prior to the scheduled Live Date (other than in accordance with articles 13.4 and 13.5), Fellowmind shall be entitled to compensation for lost revenue. This compensation is calculated by dividing the number of calendar months remaining from the termination date until the scheduled Live Date / Go Live by the number of calendar months from the start of the Implementation until the scheduled Live Date / Go Live. This number is multiplied by the calculated number of hours times the agreed hourly rate times 30 (thirty) percent. If the result of the calculation stipulated in this article is lower than the amount that the Customer would have owed based on article 7.4, the Customer shall owe the amount based on article 7.4 instead of the compensation calculated pursuant to this article 7.5.

Implementation Guidance. 7.1 If Fellowmind agrees with the Customer to perform Implementation Guidance, the parties shall determine, in the Agreement, how the Implementation Guidance will be carried out. If the Parties do not specify in the Agreement how the Implementation Guidance will be carried out, then Fellowmind will be providing consultancy (aArticle 10 Consultancy). 7.2 Fellowmind works on the basis of its experience and best practice methods. The Customer is responsible for ascertaining whether the proposed setup of its systems is properly applicable and functions correctly for its organization, before deciding to put the system into operation. Putting the system into operation shall imply that the Customer has accepted the functioning of the system. 7.3 Unless the parties specifically agree in writing otherwise, the Customer is responsible for the project. Its duties include managing the project, monitoring its progress and making final setup choices. The Customer shall ensure permanent and active input from its organization and cooperation from relevant key users and end users. The Customer shall constitute a project team for this purpose and shall ensure that the project team members are available for the activities scheduled for the Implementation. The Customer warrants that it will make swift decisions during the Implementation. If decisions are not clear and on time, the Customer shall accept the risk of delay. 7.4 If the Customer decides to suspend an ongoing Implementation for more than four (4) weeks before the scheduled Live Date, Fellowmind shall be entitled to compensation of fifty (50) percent of the hours scheduled for the Customer during the first three (3) months after the suspension date. Article 4.8 of these General Terms shall then no longer apply. If the Customer then decides to resume the relevant Implementation within one (1) year, the Customer shall be entitled to a twenty-five (25) percent discount on the project's hourly rate. The total resumption discount in this regard shall never exceed half of the compensation paid by the Customer pursuant to the first sentence of this article. A suspended Implementation that has not been resumed within one (1) year from the suspension date shall be considered terminated in accordance with article 7.5.) 7.5 If the Customer decides to terminate an ongoing Implementation prior to the scheduled Live Date (other than in accordance with articles 13.4 and 13.5), Fellowmind shall be entitled to compensation for lost revenue. This compensation is calculated by dividing the number of calendar months remaining from the termination date until the scheduled Live Date / Go Live by the number of calendar months from the start of the Implementation until the scheduled Live Date / Go Live. This number is multiplied by the calculated number of hours times the agreed hourly rate times 30 (thirty) percent. If the result of the calculation stipulated in this article is lower than the amount that the Customer would have owed based on article 7.4, the Customer shall owe the amount based on article 7.4 instead of the compensation calculated pursuant to this article 7.5.

Implementation Guidance. 7.1 If Fellowmind agrees with the Customer to perform Implementation Guidance, the parties shall determine, in the Agreement, how the Implementation Guidance will be carried out. If the Parties parties do not specify in the Agreement how the Implementation Guidance will be carried out, then Fellowmind will be providing consultancy (aArticle 10 Consultancy). 7.2 Fellowmind works on the basis of its experience and best practice methods. The Customer is responsible for ascertaining whether the proposed setup of its systems is properly applicable and functions correctly for its organization, before deciding to put the system into operation. Putting the system into operation shall imply that the Customer has accepted the functioning of the system. 7.3 Unless the parties specifically agree in writing otherwise, the Customer is responsible for the project. Its duties include managing the project, monitoring its progress and making final setup choices. The Customer shall ensure permanent and active input from its organization and cooperation from relevant key users and end users. The Customer shall constitute a project team for this purpose and shall ensure that the project team members are available for the activities scheduled for the Implementation. The Customer warrants that it will make swift decisions during the Implementation. If decisions are not clear and on time, the Customer shall accept the risk of delay. 7.4 If the Customer decides to suspend an ongoing Implementation for more than four (4) weeks before the scheduled Live Date, Fellowmind shall be entitled to compensation of fifty (50) percent of the hours scheduled for the Customer during the first three (3) months after the suspension date. Article 4.8 of these General Terms shall then no longer apply. If the Customer then decides to resume the relevant Implementation within one (1) year, the Customer shall be entitled to a twenty-five (25) percent discount on the project's hourly rate. The total resumption discount in this regard shall never exceed half of the compensation paid by the Customer pursuant to the first sentence of this article. A suspended Implementation that has not been resumed within one (1) year from the suspension date shall be considered terminated in accordance with article 7.5. 7.5 If the Customer decides to terminate an ongoing Implementation prior to the scheduled Live Date (other than in accordance with articles 13.4 and 13.5), Fellowmind shall be entitled to compensation for lost revenue. This compensation is calculated by dividing the number of calendar months remaining from the termination date until the scheduled Live Date / Go Live by the number of calendar months from the start of the Implementation until the scheduled Live Date / Go Live. This number is multiplied by the calculated number of hours times the agreed hourly rate times 30 (thirty) percent. If the result of the calculation stipulated in this article is lower than the amount that the Customer would have owed based on article 7.4, the Customer shall owe the amount based on article 7.4 instead of the compensation calculated pursuant to this article 7.5.