Terms And Conditions - VNMT Solutions

Terms of business

Shaping Your Obligations and Project Assumptions (General)

You acknowledge that the successful delivery of Professional Services is dependent on your timely provision of office accommodations, facilities, equipment, support, cooperation, and complete and accurate information from your officers, agents, and employees (collectively, “cooperation”). VNMT Solutions will not be liable for any performance issues arising from insufficient cooperation on your part.

You further acknowledge that VNMT Solutions’ ability to deliver the Professional Services outlined in this Statement of Work (SOW) is contingent upon your fulfillment of the following obligations and project assumptions:

Obtain a valid subscription to the Service under a separate agreement before the Professional Services commence and maintain this subscription throughout the duration of the project.
Provide VNMT Solutions with full access to relevant technical, functional, and business resources, possessing the necessary skills and knowledge to support the delivery of Professional Services.
Ensure a safe and conducive workspace for VNMT Solutions resources working on-site, including compliance with health and safety standards (e.g., proper ventilation, acceptable sound levels, and ergonomically correct workstations).
Issue all required notices and secure any necessary consents for VNMT Solutions to perform its services.
Limit VNMT Solutions’ access to production or shared development environments as necessary for the delivery of the Professional Services.
Ensure uniform and consistent functional processes across the organization, including parent and subsidiary companies (e.g., a unified Order to Cash process across the organization).
Perform a production refresh of the sandbox environment at the start of the project.
Obtain mutual consent before filming or recording VNMT Solutions’ delivery of Professional Services, their resources, or any VNMT materials.
Provide written notice at least five (5) business days in advance if you need to pause Professional Services to complete assigned tasks. Such pauses shall not exceed ten (10) business days.
Ensure that any third-party vendor products VNMT Solutions needs access to during the project are acquired, and the appropriate licenses are in place.
Provide your organization’s structure prior to the start of any personalization work.
Procure any third-party services or fees required.
Ensure that your designated team members complete prerequisite fundamental training at least a week before the project kick-off and attend project team administrator training.
Oversee the review, setup, and testing of Professional Services during the User Acceptance Testing (UAT) phase.
Be responsible for data export and manipulation from your NetSuite instance to meet local taxation and reporting requirements.

UAT Obligations:

Validate and, if necessary, update UAT template test scenarios.
Define any additional UAT test scenarios that may be required.
Complete UAT testing in alignment with the defined test scenarios.
Ensure the removal of all UAT data prior to the Go-Live phase.

Enablement Responsibilities:

Oversee the deployment of eLearning tutorials to your end users.
Handle any costs related to editing, printing, shipping, and copying of all enablement materials.

You acknowledge that if VNMT Solutions incurs additional costs in providing Professional Services due to your failure to meet the obligations outlined in this SOW, lack of cooperation, or other factors beyond VNMT’s control, you agree to cover those additional costs.

Service Delivery:

Professional Services will be performed remotely or on-site where feasible.
At your request, and at VNMT’s discretion, VNMT Solutions may agree to conduct on-site visits during the service period. You will be responsible for any travel and out-of-pocket expenses incurred for these visits.
All project documentation, presentations, and communications will be provided in English, unless both parties agree in writing to use another language.
VNMT Solutions’ consultants will not be required to work outside standard local business hours.
VNMT’s consulting resources are not exclusively assigned to a single project and may be involved in multiple projects for various clients.
Any Professional Services not explicitly mentioned in the Description of Services are considered out of scope.
Project timelines are dependent on the availability of your resources and decision-makers. Delays in decision-making or access to key stakeholders may impact the timeline and result in additional costs.
Go-live is understood to occur upon cutover to your production environment, and post-go-live support will begin at that point.
All enablement materials will be designed, developed, and delivered in English, unless VNMT Solutions chooses to provide them in other available languages at its sole discretion.

Pricing & Payment Terms

Fixed Fees: The pricing set forth in this SOW represents the fixed fees for the Professional Services set forth in this SOW. Additional discounts (if any) for these Professional Services will be reflected in Your Estimate/Order Form that references this SOW and/or these Professional Services. In the event of a conflict between the pricing set forth in this SOW and the pricing set forth in Your Estimate/Order Form governing this SOW and/or these Professional Services, then the pricing set forth in Your Estimate/Order Form shall govern and control. Any expenses (as described below) are not included in the fixed fees and are an additional cost to You. The payment obligation is non-cancellable, and sum paid non-refundable except as otherwise expressly provided in Your Estimate/Order Form.

You acknowledge that the fixed price is based solely on the information provided to VNMT Solutions and the assumptions documented in this SOW. Any requirement(s) not included herein, or items not contemplated will be considered outside of the fixed price scope and will be handled through the Change Control Process defined below and may result in additional cost. The total fees for this SOW are as follows:

Payment Terms: Unless otherwise noted in Your Estimate/Order Form, fees are due Net 14 from invoice date.
Expenses: Reasonable travel and living expenses required in connection with delivering the Professional Services will be incurred in accordance with VNMT’s internal travel and expense policy and billed monthly as incurred to You as actual charges in addition to the Professional Services fees.

Project Management

You and VNMT Solutions each agree to designate a project manager who shall be responsible for coordinating its activities under this SOW You and VNMT Solutions each shall direct all inquiries concerning the Professional Services to the other party’s project manager. Your project manager shall have the authority to approve Professional Services on Your behalf. VNMT’s project manager shall have the sole right to exercise direct control and supervision over the work assignments of VNMT Solutions resources.

Additional Terms

1. Unused Services.

The Professional Services herein must be completed within twelve (12) months from the signature date of the Estimate/Order Form (“Professional Services Period”). Any portion of the Professional Services not used within the Professional Services Period will be automatically forfeited by You, with no further action required of either party, and You will not be entitled to a refund, or any credit toward additional or other Professional Services, for any unused portion of the fees paid for any unused portion of the Professional Services. You may not apply any portion of unused Professional Services or fees paid, for any Professional Services other than the Professional Services stated in this SOW. For VNMT Solutions to provide Professional Services to You after the Professional Services Period, You and VNMT Solutions shall mutually agree, in writing, under a separate Estimate/Order Form and SOW, to the terms and fees for such Professional Services.

2. Change Control Process

Any request for any change in Professional Services must be in writing; this includes requests for changes in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of Your order. VNMT Solutions shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until You and VNMT Solutions agree in writing to the proposed change to this SOW.