This Professional Services Addendum (“Addendum”) is incorporated into and made part of the Master Subscription Agreement (the “Agreement”) between Prophecy International Ltd (“Contractor”) and the Customer. This Addendum governs the delivery of all professional services (“Services”) and deliverables (“Deliverables”) described in an applicable Statement of Work (“SOW”).
In the event of a conflict between this Addendum and an SOW, this Addendum shall prevail unless the SOW explicitly amends a specific provision of this Addendum.
ENGAGEMENT & RESOURCES
1.ENGAGEMENT & RESOURCES
1.1. Remote Delivery Unless otherwise agreed in an SOW, all Services will be performed remotely. Contractor shall use commercially reasonable efforts to perform the Services.
1.2. On-Site Services No on-site services will be performed unless agreed to in writing beforehand and approved by Contractor Executive Management. If on-site services are required, all travel, lodging, mileage, and meals will be billed to the Customer. Travel is limited to three (3) days and one (1) occasion per month unless otherwise specified.
1.2. Project Timelines & Mobilization Customer acknowledges that any schedule or timeline provided in an SOW is an estimate only and subject to change. ‘Total Effort’ (billable hours) does not equate to ‘Calendar Duration’. Project delivery is subject to resource mobilization lead times, data availability, and Customer responsiveness.
1.3. Resource Allocation Resources assigned to the project are not “Dedicated Resources”. Contractor reserves the right to allocate resources as needed.
1.4. Configuration & Workshops Configuration and development activities are performed offline. Contractor will not perform live configuration, coding, or make changes to the environment during review meetings or workshops unless explicitly planned as a “Live Build” session.
1.6. After-Hours & Weekend Work Services are performed during Contractor’s standard business hours (Monday through Friday). Contractor reserves the right to charge additional fees or premium rates for any Services the Customer requests to be performed outside of standard business hours, including weekends and public holidays.
1.7. Intellectual Property & Residuals All Work Product produced as a result of the Services shall remain the property of Contractor. Customer is granted a non-exclusive license to use the Work Product solely in connection with their subscribed use of the emite Service. Notwithstanding the foregoing, nothing in this Agreement prohibits Contractor from utilising any skills, knowledge, or know-how of a general nature gained during the course of providing the Services (“Residual Knowledge”), provided such use does not breach confidentiality obligations.
1.8 Billable Effort Definition Actual time worked’ includes all activities required to deliver the Services, including but not limited to meeting preparation, internal research, system configuration, documentation, and customization of training materials. Billable effort is not limited solely to direct interaction or ‘live’ meeting time.
1.9. Pre-SOW Scoping & Drawdown Customer acknowledges that detailed scoping, requirements definition, and solution design may be required prior to the finalization of a detailed SOW. Contractor is authorised to perform such scoping activities upon Customer’s acceptance of a Sales Quote or Order Form. Effort expended on these pre-SOW activities is considered Billable Effort and will be deducted from the total Professional Services hours purchased, notwithstanding the absence of a fully executed SOW at the time the scoping is performed.
CUSTOMER OBLIGATIONS
2.CUSTOMER OBLIGATIONS
2.1. Access and Connectivity The Customer is responsible for providing appropriate access, including screen sharing or network credentials, to enable the implementation. Customer hereby grants to Contractor a non-exclusive, non-transferable license to use any Customer software, materials, or data (“Customer Materials”) solely as necessary for Contractor to perform the Services.
2.2. Data Availability The Customer acknowledges that Contractor can only deliver reporting outcomes on the data available in the source system(s).
2.3. Liability for Customer Actions Contractor shall have no liability for deficiencies, delays, or failures in the Professional Services resulting from the acts or omissions of the Customer, its agents, or employees, or from the performance of Services in accordance with Customer’s specific instructions.
2.4. Security Clearance & Privacy If Customer requires background checks, the request must be made in writing, and all costs shall be borne by Customer. Customer agrees that any PII provided by Contractor regarding its employees will be used solely for security clearance purposes and handled in strict compliance with applicable data privacy regulations.
2.5 Training Customization Prerequisites Where bespoke or customised training is included in an SOW, Customer must provide a detailed list of user knowledge gaps and specific learning objectives prior to the scheduled delivery date. In the absence of this detailed input, Contractor will deliver the standard ‘Out-of-the-Box’ training curriculum to ensure the project timeline is maintained.
GOVERNANCE & PROJECT MANAGEMENT
3.GOVERNANCE & PROJECT MANAGEMENT
3.1. Reporting Authority All reporting on activities, timelines, defects, and project delivery will be managed solely by the Contractor Project Manager. Third-party partners (including CX Providers) are not authorised to commit to timelines or defect resolution on behalf of Contractor.
3.2. External Dependencies & Blockers Risks and issues impacting the timeline will be tracked by the Contractor Project Manager. Customer acknowledges that Contractor is not responsible for resolving issues within third-party systems (e.g., Genesys Cloud, Salesforce, Network Providers). If a third-party issue creates a dependency that prevents completion of the Services, Contractor may place the Services on Hold. The project timeline will be extended day-for-day until the Customer or their vendor resolves the blocking issue.
3.3 Transition to Support Upon Acceptance of the Deliverables, the engagement is deemed complete, and responsibility for ongoing maintenance transfers to Contractor’s Support Team.
- Project Issues: Prior to Acceptance, configuration errors are resolved by the Professional Services team.
- Support Incidents: Post-Acceptance, any suspected bugs, service interruptions, or “how-to” questions must be logged via the Contractor Support Portal and will be triaged according to the standard Support SLA. Professional Services consultants are not authorised to resolve post-acceptance Support incidents directly via email post-acceptance.
3.4. Partner Authority Where a third-party Partner acts as the intermediary between Contractor and Customer, Contractor is entitled to rely on the Partner’s instructions, design approvals, and sign-offs as binding and authoritative. Contractor assumes the Partner is fully authorised to represent the Customer’s specific business requirements and acceptance criteria. Any rework required due to misalignment between the Partner and Customer regarding scope or requirements will be treated as a Billable Change Request.
CHANGE CONTROL PROCESS
4.CHANGE CONTROL PROCESS
4.1. Process Initiation Change requests to add or change requirements in the Scope of Work may be initiated by the Customer or Contractor at any point. All change requests must be submitted in writing.
4.2. Evaluation & Approval The Contractor Change Control Board (CCB) will evaluate the request:
- Cost Impact: If the CCB identifies a change in required effort, a Quote will be issued for Customer signature.
- Scope Impact Only: If there is a change in scope with no cost impact, the Project Manager will issue a Scope Addendum for Customer signature.
4.3. Execution Changes will only be initiated after all required signatures are obtained.
ACCEPTANCE & DEFECT RESOLUTION
5.ACCEPTANCE & DEFECT RESOLUTION
5.1. Defect Reporting Defects identified during testing must be submitted in writing (via email) to the Contractor Project Manager. Verbal discussions are not an acceptable method to intake defects.
5.2. Defect Classification
- Product Bug: Defects confirmed as product bugs will be remediated.
- Training/Knowledge: If an issue is determined to be a lack of training or a question rather than a system defect, the Consultant will provide clarification or an answer, and it will not be classified as a defect.
- Exclusions: Issues requiring enhancements, involving unscoped requirements, or relating to use cases outside the product design are not defects.
5.3. Remediation Timelines Defects do not have a specific time requirement for a fix; remediation will occur within a reasonable business delivery time prioritised between Customer and Contractor.
SERVICE LIMITATIONS & EXCLUSIONS
6.SERVICE LIMITATIONS & EXCLUSIONS
6.1. Core Product Services do not include enhancements to the core product or changes to the presentation layer beyond existing capabilities.
6.2. Data Parity Contractor does not guarantee data parity between CX report views and emite views due to differences in API aggregation logic and calculation timing.
6.3. Data Retention Unless otherwise agreed in writing in an SOW, the following standard data retention periods apply:
- Data retention: The default data retention period for all emite indexes is ninety (90) days.
- SQL Data: Solutions involving sideloading data into SQL are strictly limited to 10GB
Any requirement for increased data retention or SQL storage exceeding 10GB must be approved by the Contractor Executive Management and will incur additional commercial costs.
6.4. Feasibility of New Sources For new data sources not previously validated by Contractor, Contractor reserves the right to require a paid Feasibility Study prior to full engagement. Contractor does not guarantee the availability, quality, or completeness of data from third-party sources unknown at the time of scoping. Contractor shall not be liable for any inability to deliver Deliverables caused by technical limitations of third-party systems (including but not limited to API limitations, lack of data exposure, or rate limits) that are outside of Contractor’s reasonable control.
6.5. Hardware & Infrastructure Services are strictly limited to software configuration within the emite platform. Contractor will not procure, provision, configure, or troubleshoot Customer hardware or infrastructure, including but not limited to physical servers, network appliances, cabling, screens, monitors, or wallboard displays.
WARRANTIES, TERM & TERMINATION
7.WARRANTIES, TERM & TERMINATION
7.1. Warranty Contractor warrants that it will perform the Services in a professional and competent manner in accordance with industry standards. Customer’s sole remedy for breach of this warranty is re-performance of the non-conforming Services.
7.2. SOW Term & Expiration The SOW Term is twelve (12) months from the Effective Date. Any extensions must be approved by the Contractor CCB via written request thirty (30) days prior to the SOW Term Date. If an extension is not requested and agreed upon, all Professional Services will cease, and unused hours will be forfeited as of the SOW Term Date.
7.3. Termination Either party may terminate the Services provided under an SOW upon ten (10) business days’ written notice. In such event, Customer shall pay Contractor for all Services performed and expenses incurred up to the effective date of termination.
7.4. Project Delays If the project is paused by the Customer for more than twenty (20) consecutive days, Contractor reserves the right to reassign resources. A re-engagement fee may apply to resume services.
