ATTACHMENT 1
SUPPLEMENTAL TERMS FOR SETUP
SECTION 1. Applicability
These Supplemental Terms for Setup are applicable to Our performance of Setup services and Your use of Setup services.
SECTION 2. SETUP DESCRIPTION
2.1 Setup Description. Setup comprises the following services:
(a) the customization services (if any) notified to You in writing by Our Client Success Manager (“Customization”);
(b) the training (if any) notified to You in writing by Our Client Success Manager (“Training”).
2.2 Normal Business Hours. All Setup will be performed during the normal business hours of Our normal business days (Monday to Friday 9:00 am – 5:00 pm, excluding ZipDeal holidays) (“Normal Business Hours”). Unless otherwise agreed in writing between the parties, We make no commitment that ZipDeal Personnel will start or cease work at a particular time of day or on particular days. If You request Setup services outside of Our Normal Business Hours, We may invoice You, and You shall pay Us the additional fees corresponding to the hours worked outside of the Normal Business Hours. Additional fees (if any) are calculated on a time-and-material basis at Our then-prevailing rates for labor and related items, in effect at the time supplied.
2.3 Estimated Setup Start Date. The Estimated Setup Start Date is an estimate only. You acknowledge that any delay in accepting the Order Form or in paying the Setup Fees may result in a delayed start of the Setup. You further acknowledge that a delayed start of the Setup may result in a delayed Go Live Date.
2.4 Estimated Go Live Date. The Estimated Go Live Date is an estimate only. You acknowledge that any delay by Your personnel in completing customization tasks or training courses may result in a delayed Go Live Date.
2.5 Services Subscription Required. You acknowledge that Setup requires a paid subscription to the Services.
SECTION 3. Setup Fees
3.1 Setup Fees. You shall pay the fees for the Setup services (“Setup Fees”) as specified in the Order Form and any additional fees as further specified herein. The Setup Fees include only those Setup services specified in Section 2.1. The Setup Fees do not include any additional services or additional fees (as further described in Section 3.5). All fees are exclusive of applicable taxes and duties.
3.2 Invoicing. The Setup Fees may, at our discretion, be invoiced prior to the performance of Setup. Additional fees may be invoiced (at Our discretion) prior to the performance of any additional Setup services.
3.3 Payment Terms. Unless otherwise stated in the applicable Order Form, invoiced fees are due net 15 days from the invoice date. If You fail to observe the payment terms specified in the Order Form, then We may, without limiting Our other rights and remedies hereunder suspend performance of any Setup until Your account is current. We may require payment of additional fees (if any) prior to performance of additional Setup services (if any).
3.4 Services Subscription Fees. The Setup Fees do not include any subscriptions to Services.
3.5 Additional Fees. The pricing for Setup is conditioned on (i) Your fulfillment of Your responsibilities set out in Section 5 (Customer Responsibilities) hereof and (ii) the accuracy and completeness of the Customer Information (collectively the “Dependencies”). Any variance from or exceptions to those Dependencies, or change requests received from You, may result in additional fees. Unless otherwise agreed in writing by Us, additional fees (if any) are calculated at Our then-prevailing rates in effect at the time performed. Unless otherwise agreed in writing by Us, additional fees for Setup services are determined by multiplying the number of hours of service performed by Our applicable service rates in effect at the time services are performed.
SECTION 4. Exclusions
4.1 Setup does not include subscriptions to Services.
4.2 Setup does not include: (i) configuration, installation, or integration of Computer Equipment into Your internal network; or (ii) troubleshooting, maintenance, or repair of Computer Equipment.
4.3 “Computer Equipment” means computer equipment, networking equipment, or printer, or any accessory, peripheral, or consumable associated therewith.
4.4 Setup does not include: (i) detecting or remediating Malware on Customer Devices; or (ii) detecting or responding to Customer Device Security Breaches. We are not responsible for any Malware encountered on Personal Computers or other Customer Devices or problems or malfunctions resulting therefrom.
4.5 “Malware” means any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of a Customer Device, telecommunications service, Your network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.
4.6 “Customer Device Security Breach” means an event that may lead to unauthorized disclosure, access, corruption, or destruction of Customer Device Data, including a User accessing information inappropriately, a third party penetrating or attempting to penetrate Your security controls, and a virus (or other piece of Malware) on a Customer Device.
SECTION 5. Customer Responsibilities
5.1 Minimum System Requirements. It is Your responsibility, at Your risk and expense, to procure, maintain, and utilize computer equipment, networking equipment, Non-ZipDeal Software, and high-speed internet service that meets our Minimum System Requirements. You can see Our current Minimum System Requirements here https://www.zipdeal.com/minimum-system-requirements. Our performance of Setup is conditioned upon Your meeting Our Minimum System Requirements. We are not responsible for any fees, costs, or other expenses connected with Your procurement, maintenance, or use of any computer equipment, networking equipment, Non-ZipDeal Software, or high-speed internet service required to comply with Our Minimum System Requirements.
5.2 Telecommunication, Cellular, Network Connections. You are responsible for the proper installation, connection, maintenance, and repairs of any telephone line, LAN, internet service, or other system or network as specified in the Minimum System Requirements. We have no responsibility for the foregoing.
5.3 Delivery of Customer Information. You will provide ZipDeal Personnel with the technical information, documentation, data, and information requested by Us (“Customer Information”) in connection with the performance of Setup. If You fail to provide ZipDeal Personnel with Customer Information, then We may not be able to perform all or part of the Setup.
5.4 Accuracy of Customer Information You are responsible for ensuring the accuracy and completeness of all information You provide to Us in connection with Setup. You acknowledge that Our ability to deliver Setup depends upon the accuracy and completeness of the information You provide to Us. You acknowledge and agree that We will perform the Setup in reliance upon the information provided by You.
5.5 Assistance and Cooperation. You acknowledge that Our ability to deliver Setup depends upon Your full and timely cooperation. For Us to timely and properly complete the Setup, You will need to respond to requests by Our Client Success Manager for Customer Information or assistance within two (2) business days after Our request. You shall ensure that Your personnel are skilled and knowledgeable and that they diligently assist Us in the Setup. You shall ensure that Your key personnel do not schedule or take vacation time during the scheduled Setup time frame.
5.6 Customer ZipDeal Champion Responsibilities. You shall ensure that Your ZipDeal Champion:
(a) has authority to make decisions for You regarding the scope of the Setup, including, Customization and Training;
(b) works diligently with Us to facilitate Setup;
(c) serves as primary point person for scheduling Setup activity;
(d) collects information requested by Us for meetings;
(e) sets up and maintains user security restrictions in order to control access to Your Account.
5.7 Customer’s Responsibility for Virus Protection. We recommend that You: (i) routinely update Your anti-virus software; (ii) apply all security patches for Your operating system; (iii) install a firewall on Customer Devices; and (iv) routinely scan Customer Devices and electronic storage devices using a reliable industry-standard virus detection product to detect and remove any Malware. Undetected or unrepaired Malware may corrupt and destroy Your programs, files, and even Your hardware.
SECTION 6. Customization
6.1 We will use commercially reasonable efforts to perform the Customization tasks (if any) specified by Our Client Success Manager, pursuant to the schedule set by Us, as that schedule may be modified or updated by Us with notice to You in writing.
6.2 Your Information. You acknowledge that Our ability to perform Customization tasks depends upon the accuracy and completeness of the information You provide to Us. You are responsible for ensuring the accuracy and completeness of all information You provide to Us in connection with Customization. You further acknowledge and agree that We will perform Customization in reliance upon the information provided by You.
6.3 Your Cooperation. You acknowledge that our ability to perform Customization depends upon Your full and timely cooperation throughout the entire Setup. For Us to timely and properly complete the Customization, You must ensure that Your personnel participate in a Customization meetings scheduled during the Setup. You must also ensure that Your personnel respond to requests by ZipDeal’s Client Success Manager for Customer Information or assistance within two (2) days after Our request. You will ensure that Your personnel are skilled and knowledgeable, that they are adequately prepared for each scheduled Customization meeting, and that they diligently assist Us in the Customization. You will ensure that Your personnel do not schedule or take vacation time during the anticipated Setup time frame.
6.4 Repeating, Correcting, or Rescheduling of Customization Tasks. We are not responsible for performing, reperforming, or correcting Customization tasks, for which You or Your personnel have failed to perform the duties set out above (each a “Remedial Customization”). Remedial Customizations (if any) performed by Us will be charged to You on a time-and-materials basis at Our applicable service rates in effect at the time the service is performed.
6.5 You acknowledge that (i) any delay by Your personnel in providing Customization information, responding to Customization requests, or attending scheduled Customization meetings or (ii) any failure of Your personnel to perform the Customization duties set out above may result in a delayed Go Live Date.
SECTION 7. Training.
7.1. Live Onsite Training. “Live Onsite Training” is live on-site instructor-led training. We will use commercially reasonable efforts to provide the Live Onsite Training session(s) (if any) notified to You in writing by Our Client Success Manager at the training and dates specified by Our Client Success Manager.
7.2. Live Online Training. “Live Online Training” is a live online instructor-led training. Live Online Training is conducted virtually through teleconference or video conference. We will use commercially reasonable efforts to provide the Live Online Training session(s) (if any) notified to You in writing by Our Client Success Manager.
7.3 Anticipated Training Dates. Anticipated training dates are subject to change by Us with written notice to You.
7.4 Customer Responsibility for Training Attendance. You acknowledge that training is a vital part of the Setup process. Your ZipDeal Champion is responsible for ensuring that the right Customer personnel attend all ZipDeal training scheduled during the Setup and that the information required from You for each training session is ready for each training session. You must ensure that 80% of the applicable training is completed by Your personnel prior to the Go Live Date of the Service to which you have subscribed. You acknowledge that any delay by Your personnel in completing training courses may result in a delayed Go Live Date.
7.5 Failure to Attend Live Training. No refund or reduction of the Setup Fees will be granted for the failure of Your personnel to attend a scheduled Live Onsite Training session or a Live Online Training session. You acknowledge that the failure of Your personnel to attend training sessions as scheduled may result in a delay of the Setup and/or a delayed Go Live Date.
7.6 Rescheduled Live Training. If You request the rescheduling of a Live Onsite Training session or a Live Online Training session, then We will make commercially reasonable efforts to accommodate the request subject to the availability of Our trainers. We reserve the right to charge You an additional fee for any rescheduled training session. You acknowledge that the postponement of training sessions may result in a delay of the Setup and/or a delayed Go Live Date.
SECTION 8. Delays; Interruption of Setup.
We shall not be liable for any delays, however caused, or for interruptions of Setup caused by a Force Majeure Event. If a Force Majeure Event occurs, We are excused from whatever performance is prevented by the Force Majeure Event to the extent prevented.
SECTION 9. EXCLUSION AND LIMITATIONS OF LIABILITY
9.1 CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SETUP SERVICES.
9.2 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, ZIPDEAL IS NOT LIABLE FOR THE CONTENTS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER DEVICES OR STORED BY CUSTOMER ON ANY CUSTOMER DEVICE.
9.3 ZIPDEAL IS NOT LIABLE FOR: (A) ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING OF SETUP; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SETUP SERVICES; (C) BUSINESS INTERRUPTION; OR (D) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF SETUP SERVICES.
9.4 LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZIPDEAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF DELAY, ANY FAILURE OF DELIVERY, LOSS OF DATA, REVENUE, PROFITS OR GOODWILL, COSTS OF LOST OR DAMAGED DATA, DOCUMENTATION, OR EQUIPMENT, OR LIABILITY TO THIRD PARTIES ARISING OUT OF OR RELATING TO THE SETUP, EVEN IF ZIPDEAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, NEGLIGENCE, TORT OR WARRANTY). WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ZIPDEAL’S AGGREGATE LIABILITY TO CUSTOMER FOR SETUP EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE SETUP SERVICE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY HEREIN SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.