Professional Services Terms and Conditions

If Customer purchases training, implementation or similar services (“Professional Services”) from Keyfactor, Inc., a Delaware corporation (“Vendor”), such Professional Services are subject to the terms and conditions of these Professional Services Terms and Conditions and Vendor’s End User License Agreement or any applicable agreement(s) between the parties (the “Agreement”). In the event of a conflict between any provisions of the Agreement and an Order Form, the provisions of the Order Form will govern with respect to the specific Professional Services described therein. “Order Form” means the applicable order form, quote, or other ordering document agreed to in writing between Customer and Vendor or a Vendor-authorized reseller for Customer’s purchase of the applicable Professional Services under the Agreement.  

Article I. Scope and Delivery 

Section 1.01 Scope. Vendor will deliver the Professional Services outlined in the Order Form (“Service Description”). Any changes to the scope listed in the Service Description will require a Project Change Order executed by duly authorized representatives of each Party (“PCO”). Any services not specifically described in the applicable Service Description are out of scope. Specifically, the following items are out of scope for all Professional Services: (1) custom configuration and scripting services; (2) any non-Vendor test suite or software QA related work; (3) Software customization or enhancements; (4) Documentation customization or enhancements; and (5) creating, managing, and escalating Vendor support services. 

Section 1.02 Delivery. At its sole discretion, Vendor may use its own employees or contractors or employees or contractors of its Affiliates or third-party subcontractors to deliver the Professional Services (each individually a “Consultant” or collectively “Consultants”). Vendor may replace Consultants in its sole discretion. Vendor remains responsible to Customer for delivery of the Professional Services and the activities of the Consultants. 

Section 1.03 Location. Professional Services will be delivered remotely unless otherwise stated in the Order.  

Article II. Fees and Payment

Section 2.01 Fees. The fees for the Professional Services are set out in the applicable Order Form (the “Service Fees”). The Service Fees exclude license fees, expenses and out-of-scope services. The Professional Services are provided on a fixed fee basis, and Vendor has developed the Service Fees based on the assumptions described in Section 3. Any changes to scope, timing, or any failure of the assumptions described in Section 3 may require a PCO and adjustment to Service Fees to complete the Professional Services. 

Section 2.02 Invoicing. Service Fees will be invoiced and due as described in the applicable Order Form. If any additional Service Fees are required as a result of a PCO, the additional Service Fees will be invoiced and due as described in the PCO. 

Article III. Assumptions 

Section 3.01 Customer Responsibilities. The successful completion of the Professional Services requires Customer’s cooperation. Customer will fulfill the Customer responsibilities described in the applicable Service Description and provide all information, data, documentation, equipment, and other resources as may be reasonably requested by Consultant to enable Consultant to meet its responsibilities. 

Section 3.02 Customer Personnel. Customer will appoint a project manager to act as the Customer’s point of contact for scoping, scheduling, progress, and status communications. The project manager will be responsible for setting the overall project direction, including the assignment and management of the Customer’s project team. 

Section 3.03 Customer Engagement; Expiration. If Customer’s project team does not engage with Vendor’s project team for fifteen (15) consecutive days, the project will be placed “on hold” and Vendor will pause all delivery of Professional Services. If Customer does not re-engage within an additional fifteen (15) days (totaling thirty (30) consecutive days of no engagement), Customer will be notified that their project resources have been unallocated, with re-assignment and resumption of the project only upon Customer’s request and subject to the availability of Vendor’s project team. If there is no engagement from Customer for sixty (60) consecutive days, the project will be canceled, and Customer will not be entitled to a refund of any Services Fees. All projects will remain active until the earlier of (i) completion of all Professional Services thereunder or (ii) twelve (12) months following the effective date of the applicable Order Form. A PCO is required for any extension of an engagement beyond such twelve (12) month period. 

Section 3.04 Failure to Perform. Vendor will be excused for a failure or delay in performance of obligations to the extent that non-performance is caused by act or omission of the Customer, so long as Vendor promptly provides written notice to the Customer of any expected failure or delay and uses all reasonable efforts to avoid and minimize the impact of any such failure or delay.  

Section 3.05 Intellectual Property Ownership. Professional Services shall exclude the creation of custom or bespoke deliverables. No Professional Services or other deliverables provided under this Agreement or any Order Form shall constitute “work product” or “works made for hire” as defined under U.S. copyright law or similar laws in other jurisdictions, and Vendor shall retain all Intellectual Property Rights and all other right, title and interest in any Professional Services, deliverable or service provided by Vendor. 

 

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