Common use of THE PROFESSIONAL SERVICES Clause in Contracts

THE PROFESSIONAL SERVICES. 5.1. The Client shall have a valid Instilled Software-as-a-Service licence in place prior to the start of any Professional Services. 5.2. The Client shall at its own expense provide Instilled with all necessary documents or other materials, all data or other information requested by Instilled, and access to all personnel under the Client’s authority necessary for the proper performance of the Agreement and the Professional Services, within sufficient time to enable Instilled to provide the Professional Services in accordance with the Agreement. 5.3. Where the Professional Services include or comprise training, it is the Client’s responsibility to ensure that suitable operatives are made available to undergo such training at the times agreed between the parties. The Client will provide all necessary resources for training including suitable classrooms, AV equipment, laptops or desktops for participants, and suitable Internet connections for the duration of the training. 5.4. Any time period quoted for completion/delivery of the Professional Services shall be calculated from the Professional Services Commencement Date. 5.5. Instilled may perform the Professional Services through a group company, contractor or subcontractor, as Instilled sees fit, provided that it shall remain responsible for all acts and omissions of such group company, contractor and subcontractor in relation to the Professional Services as if it had performed the applicable Professional Services itself. 5.6. Instilled will be available to provide the Professional Services during the times specified in the Statement of Work (if applicable). While Instilled will make commercially reasonable efforts to effect performance of the Professional Services in accordance with any time-scales set out in the Statement of Work or as otherwise agreed in writing by Instilled, no condition or warranty as to time of completion or delivery is given by Instilled and Instilled does not accept liability, nor shall it be liable, for any loss or damage occasioned by delay in delivery howsoever caused, and any time stated for completion or delivery shall not be a term of this Agreement but shall be an estimate only. 5.7. Unless it has been expressly agreed in writing between Instilled and the Client that the personnel engaged in the provision of the Professional Services shall provide the Professional Services on an exclusive basis until completion of the applicable Professional Services, Instilled reserves the right to use such staff on other tasks or other projects as required by Instilled and otherwise to change, replace or substitute the staff involved in the Professional Services as Instilled sees fit. 5.8. The scope of the Professional Services shall be as set out in the Statement of Work or as otherwise agreed in writing by the parties. Where any changes to the Professional Services are requested, the provisions of Condition 4 shall apply.

THE PROFESSIONAL SERVICES. 5.1. The Client shall have a valid Instilled applicable PeopleFluent software (Software-as-a-Service a- Service/subscription) licence in place prior to the start of any Professional Services. 5.2. The Client shall at its own expense provide Instilled PeopleFluent with all necessary documents or other materials, all data or other information requested by InstilledPeopleFluent, and access to all personnel under the Client’s authority necessary for the proper performance of the Agreement and the Professional Services, within sufficient time to enable Instilled PeopleFluent to provide the Professional Services in accordance with the Agreement. 5.3. Any time period quoted for completion/delivery of the Professional Services shall be calculated from the Professional Services Commencement Date. 5.4. PeopleFluent may perform the Professional Services through a group company, contractor or subcontractor, as PeopleFluent sees fit, provided that it shall remain responsible for all acts and omissions of such group company, contractor or subcontractor in relation to the Professional Services as if it had performed the applicable Professional Services itself. 5.5. PeopleFluent will be available to provide the Professional Services during the times specified in the Statement of Work (if applicable). While PeopleFluent will make commercially reasonable efforts to effect performance of the Professional Services in accordance with any time-scales set out in the Statement of Work or as otherwise agreed in writing by PeopleFluent, no condition or warranty as to time of completion or delivery is given by PeopleFluent and PeopleFluent does not accept liability, nor shall it be liable, for any loss or damage occasioned by delay in delivery howsoever caused, and any time stated for completion or delivery shall not be a term of this Agreement but shall be an estimate only. 5.6. Unless it has been expressly agreed in writing between PeopleFluent and the Client that the personnel engaged in the provision of the Professional Services shall provide the Professional Services on an exclusive basis until completion of the applicable Professional Services, PeopleFluent reserves the right to use such staff on other tasks or other projects as required by PeopleFluent and otherwise to change, replace or substitute the staff involved in the Professional Services as PeopleFluent sees fit. 5.7. The scope of the Professional Services shall be as set out in the Statement of Work or as otherwise agreed in writing by the parties. Where any changes to the Professional Services are requested, the provisions of Condition 4 shall apply. 5.8. Where the Professional Services include or comprise training, it is the Client’s responsibility to ensure that suitable operatives are made available to undergo such training at the times agreed between the parties. The Client will provide all necessary resources for training including suitable classrooms, AV equipment, laptops or and/or desktops for participants, and suitable Internet connections for the duration of the training. The following cancelation terms shall in such case also apply: 5.8.1. All scheduled (public) virtual training courses are subject to the following cancellation conditions which must be given in writing: 5.8.1.1. Up to fifteen (15) days before the start of the course: 5.8.1.1.1. A place (or places) booked on a scheduled virtual training courses may be cancelled or the date changed at no cost; 5.8.1.1.2. A substitute attendee may be nominated for a place booked, at no additional cost; 5.8.1.2. Within fourteen (14) days of the start of the course: 5.8.1.2.1. A substitute attendee may be nominated for a place booked, at no additional cost; 5.8.1.2.2. 100% of the cost is payable if a place is cancelled; 5.8.1.2.3. Changing the date of attendance constitutes cancellation. 5.45.8.2. Any time period quoted All single-company training courses (virtual and on-site) are subject to the following cancellation conditions which must be given in writing: 5.8.2.1. Up to fifteen (15) days before the start of the course: 5.8.2.1.1. The course may be cancelled or the dates changed, at no cost; 5.8.2.1.2. The number of attendees booked can be adjusted, subject to any minimum that applies to that course; 5.8.2.1.3. If non-refundable travel or other expenses have been incurred, these will be invoiced at cost; 5.8.2.2. Within fourteen (14) days of the start of the course: 5.8.2.2.1. 100% of the cost is payable if the course is cancelled; 5.8.2.2.2. Substitute attendees may be nominated for completion/any or all of the places on the course, at no additional cost; 5.8.2.2.3. The cost of all attendees booked will be payable, whether or not they attend; 5.8.2.2.4. Changing the date of the course constitutes cancellation; 5.8.2.2.5. If non-refundable travel or other expenses have been incurred, these will be invoiced at cost. 5.8.3. PeopleFluent reserves the right, without accepting any associated liability, to cancel any booked (public) virtual training course or single- company training course: 5.8.3.1. that does not meet minimum registration requirements as determined by PeopleFluent in its sole discretion, with a minimum of seventy (72) hours’ notice prior to the scheduled date of such training course; 5.8.3.2. at any point of time, in the case of the occurrence of any unforeseen circumstances reasonably preventing PeopleFluent from performing the training course, including, but not limited to, weather, acts of God, accidents, embargoes, acts of civil or military authority, and any other incident beyond PeopleFluent' control. Should PeopleFluent cancel a training course in accordance with this clause, PeopleFluent will either, at its sole discretion, re-schedule a registered attendee to the next available same training course, or offer a registered attendee alternative, similar training course options, such as virtual delivery of the Professional Services shall training course in lieu of on-site delivery, each time as to be calculated from promptly communicated by PeopleFluent to the Professional Services Commencement Dateclient. 5.55.8.4. Instilled may perform PeopleFluent each time offers a training course (multi-day training courses included) as a single occurrence. A registered attendee is expected to attend all sessions associated with the Professional Services through single occurrence of the training course. A registered attendee that is unable to attend all sessions associated with the single occurrence is not entitled to attend any missed sessions during a group companyseparate, contractor or subcontractor, as Instilled sees fit, provided that it shall remain responsible for all acts and omissions next occurrence of such group company, contractor and subcontractor in relation training course. No refunds will be provided for registered attendees unable to attend any sessions associated with the Professional Services as if it had performed single occurrence of the applicable Professional Services itselftraining course. 5.65.8.5. Instilled Attendees for a training session (on premise or virtual) include both those participating in exercises and those viewing and listening. If additional attendees are identified during the session, an invoice will be available to provide issued following the Professional Services during the times specified in the Statement of Work (if applicable). While Instilled will make commercially reasonable efforts to effect performance of the Professional Services session for such additional attendees in accordance with any time-scales set out in the Statement of Work or as otherwise agreed in writing by Instilled, no condition or warranty as to time of completion or delivery is given by Instilled and Instilled does not accept liability, nor shall it be liable, for any loss or damage occasioned by delay in delivery howsoever caused, and any time stated for completion or delivery shall not be a term of this Agreement but shall be an estimate onlyPeopleFluent’ applicable list prices. 5.7. Unless it has been expressly agreed in writing between Instilled and the Client that the personnel engaged in the provision of the Professional Services shall provide the Professional Services on an exclusive basis until completion of the applicable Professional Services, Instilled reserves the right to use such staff on other tasks or other projects as required by Instilled and otherwise to change, replace or substitute the staff involved in the Professional Services as Instilled sees fit. 5.8. The scope of the Professional Services shall be as set out in the Statement of Work or as otherwise agreed in writing by the parties. Where any changes to the Professional Services are requested, the provisions of Condition 4 shall apply.