Pax8 Professional Services Terms

All professional services made available by Pax8 (“Services”) are subject to the following terms (collectively “Terms”):

• These Professional Services Terms (“Services Terms”);
• The Pax8 Partner Terms located at  https://www.pax8.com/en-us/terms/;
• The Services Scope: being the applicable Services Description located in the Pax8 Marketplace and/or the separately agreed and executed Statement of Work, for the purchased Service; and
• Any other terms notified by Pax8 at the time of purchase.

By purchasing the Services, you agree to the Terms and acknowledge that they may be modified by Pax8 from time to time in our sole discretion by posting the updated Terms to this or a successor site. Defined terms not otherwise set out in these Services Terms shall have the meaning attributed to them in the Pax8 Partner Terms or Services Scope. In the event of any conflict within the Terms, the priority order set out above shall apply.

1. Specific Products.

Where the Services require you to purchase, or have already purchased, specific underlying products, you will also be subject to, and directly responsible for, any applicable Specific Product Terms. Pax8 provides no warranties and will have no liability in connection with your use of such products for the Services. Unless expressly stated otherwise in the Services Scope, any required third-party product that is a Marketplace Product, must be purchased via Pax8 in accordance with the Pax8 Partner Terms.

2. Service Delivery Milestones and Timelines.

Services will be delivered in accordance with the following milestones and applicable timelines:

2.1 Kickoff. Services will Kickoff once any pre-project Dependencies set out in the Services Scope or otherwise reasonably requested by Pax8, have been provided or completed. Unless otherwise expressly agreed by Pax8 in writing, Services must be kicked off within 60 days of purchase. Where applicable for the Services, and within 10 business days following receipt of all pre-project Dependencies from you, we will schedule a Project Kickoff Call. All of your designated contacts and appointed personnel are required to attend this call.

2.2 Services Execution. We will perform the Services in accordance with the Project Phases and Service Delivery Timeline set out in the Services Scope or as otherwise expressly agreed by us in writing.

2.3 Acceptance Testing. Where Acceptance Testing is included in the Services Scope, you will test functionality of services in accordance with the applicable Acceptance Testing Criteria set out in the Services Scope or otherwise notified by the Pax8 Project Manager. You must complete the testing within 10 business days of being prompted by Pax8.

2.4 Go-Live and Cutover. Where cutover is required for the Services, we will reasonably agree and schedule the cutover date and time with you. Once cutover has been scheduled, the date and time shall be fixed. Any changes requested by you must be expressly agreed by Pax8, in our sole discretion, and may cause delays to the Service Delivery.

2.5 Final Acceptance. Where Final Acceptance is included in the Services Scope, we will request Final Acceptance from you. The Services are deemed accepted unless you object by providing written notice to us within five (5) calendar days of the request. Such notice must substantiate and specifically note any deficiency in the provision of Services in sufficient detail to allow us to determine the existence and extent of any deficiency in Pax8’s delivery of the Services in conformance with the Services Scope.

2.6 Service Completion. In the absence of any objections to Final Acceptance, or where we reasonably determine that no further actions or deliverables are required from Pax8, the Services shall be deemed completed. Unless otherwise expressly agreed by us in writing.

2.7 Service Delivery Timeline. We will work with you to deliver the Services in accordance with the applicable Service Delivery Timeline set out in the Services Scope or otherwise set out by the Pax8 Project Manager. You must provide or complete any Dependencies set out in the Services Scope or otherwise reasonably requested by us, within 10 business days of being prompted. Failure to promptly provide or complete the Dependencies, including those required prior to Kickoff, may result in the Services being delayed or terminated, in accordance with these Services Terms. We reserve the right to terminate the Services if you cause persistent delays or otherwise materially prevent us from meeting the Service Delivery Timeline.

3. Services Delivery.

3.1 Services Scope Changes. Any changes to the Services Scope must be expressly agreed by Pax8 in a Change Order and executed by all parties before proceeding. You acknowledge that any changes are subject to our prior approval which will be given in our sole discretion. Changes may result in additional fees, including where we require a change due to: your failure to meet, complete or provide any Assumptions and/or Dependencies; you providing incorrect information or failing to disclose material information; delays caused by you; or your failure to comply with the Terms.

3.2 Remote Delivery. Pax8 will provide the Services remotely unless otherwise expressly stated in the Services Scope. If we agree to onsite delivery of remote Services, additional fees for travel expenses may be charged and you acknowledge and agree that Service Delivery may be delayed and/or rescheduled to accommodate such travel.

3.3 Language. Unless expressly agreed otherwise, we will deliver the Services in English.

3.4 Business Hours. We will provide the Services during our normal business hours in the region in which you are located, unless otherwise agreed in writing by us.

3.5 Pax8 Project Manager. Where appropriate for the applicable Service, we will appoint a project manager to be the primary contact for the duration of the Service Delivery who will also be your Pax8 primary point of contact. We may temporarily or permanently replace the Pax8 Project Manager, in our sole discretion. The Pax8 Project Manager will notify you of any other key Pax8 personnel that may be assigned to the Service Delivery.

3.6 Communications. All communications relating to the Service Delivery must include the Pax8 Project Manager and your Primary Contact. You must provide timely access to all information reasonably requested by Pax8 for the Services. Where required for the Services, you will be responsible for facilitating any necessary communications with your customers or end-users. Updates from Pax8 may be provided via a platform or tool, which shall be notified to you during Kickoff. While communications typically take place via email, we may request the use of alternative communication methods where the transfer of sensitive information is required.

3.7 Service Cancellation. We reserve the right to cancel the Services where we are unable to provide them due the regulatory restrictions including, but not limited to, any entities may require us to meet CJIS security rules, CMMC (32CFR any level), NIST 800-171 and ITAR rules.

4. Your Obligations

4.1 Service Assumptions and Dependencies. You will provide and/or complete all Dependencies set out in the Services Scope in a timely manner. You will notify us prior to the purchase of any Service if you do not meet any of the Assumptions set out in the Terms, or otherwise notify us immediately if you become aware of not meeting an Assumption.

4.2 Primary Contact. You must appoint a Primary Contact who will act as the primary management interface with the Pax8 Project Manager and wider project team where applicable. You must notify us in writing of any changes to the Primary Contact.

4.3 Additional Resource Requirements. You acknowledge and understand that effective and efficient Service Delivery requires you to appoint and provide appropriate personnel and assistance to support the Service Delivery, as set out in the Services Scope or otherwise reasonably requested by the Pax8 Project Manager. Service Delivery may be delayed, suspended or terminated should you fail to appoint required personnel with the appropriate skills and expertise to support the Service Delivery, or any other resources reasonably requested by us.

4.4 Changes to Environment. You will not make material changes to any environments, conditions or other changes that may impact the Assumptions or Service Delivery without prior notification to Pax8. Any changes that result in additional work or delays may require a Change Order and be subject to additional Fees.

5. Fees, Billing and Payment Terms.

5.1 Fees. Shall be as set out in the Services Scope or at the point of purchase in the Pax8 Marketplace, subject to any Change Orders and applicable Travel Expenses. All Fees are due and payable within thirty (30) days from the date of the invoice.

5.2 Billing and Payment Terms. Save as otherwise expressly stated in these Services Terms, all billing and payment terms shall be as set out in the Pax8 Partner Terms. Pax8 may also suspend all work under any active Services with you in the event any invoice is more than ten (10) days past due.

5.3 Travel Expenses. If the Services Scope requires travel, we will provide an estimate of the expenses associated with such onsite Services prior to travel which shall be deemed approved unless you raise an objection prior to those expenses being incurred.

6. Warranties, Disclaimers and Limitations.

6.1 Pax8 Warranty. Pax8 warrants that it will render all Services with reasonable care and skill and that the Services shall materially conform with the specifications related thereto set forth in the applicable Services Scope. In the event of a material non-conformance, you must notify Pax8 within 30 days from Service Completion. We will re-perform such Services in compliance with the foregoing warranty. If despite its reasonable efforts, Pax8 is unable to provide the Services in compliance with the foregoing warranty, then, subject to the limitations of liability set forth in these Terms, you may pursue a remedy at law to recover direct damages resulting from the breach of this limited warranty. These remedies are exclusive, in lieu of all other remedies, and are Pax8’s sole obligations for breach of this limited warranty.

6.2 Your Warranty. You warrant that you are legally authorized and permitted to provide any data and information submitted by you to Pax8, in accordance with any applicable laws, regulations and/or guidelines. You further warrant that you have and shall maintain all appropriate consents, permissions and/or licenses (including from all relevant third parties) to enable us to perform the Services.

6.3 Disclaimer of Warranties. SAVE AS EXPRESSLY SET OUT ABOVE, PAX8 MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES PROVIDED BY US, IN WHOLE OR IN PART. PAX8 EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PAX8 EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR ANY RECOMMENDATIONS MADE BY PAX8 WILL MEET THE CUSTOMER’S REQUIREMENTS.

6.4 Limitations of Liability. The cumulative liability of Pax8 to you for all claims arising from our provision of any Service will be a maximum of the fees paid to Pax8 for the applicable instance of the Service. In no event will Pax8 or its licensors or suppliers be liable to you for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if we have been advised of the possibility of such damages.

7. Intellectual Property.

7.1 Pre-Existing Intellectual Property. Each party retains all right, title, and interest in and to its own Pre-Existing Intellectual Property, being any intellectual property, including but not limited to patents, copyrights, trademarks, trade secrets, know-how, methodologies, tools, templates, software, and documentation, that is (a) owned or controlled by a party prior to the Services Kick Off, or (b) developed or acquired by a party independently of, and outside the scope of, the Services. Nothing in these Terms shall be construed as transferring or assigning ownership of either party’s Pre-Existing Intellectual Property to the other party. Any modifications, improvements, enhancements, or derivative works made by a party to its own Pre-Existing Intellectual Property shall remain the sole and exclusive property of that party.

7.2 Service Deliverables. To the extent a party’s Pre-Existing Intellectual Property is incorporated into or necessary for the delivery of the Servies or use of any Service Deliverables provided under these Terms, that party grants the other a non-exclusive, royalty-free, worldwide licence to use such Pre-Existing Intellectual Property solely to the extent required to provide the Services and receive the benefit of the Services and Service Deliverables, subject to these Terms and any applicable Specific Product Terms.

7.3 Feedback. If you provide feedback relating to the Services, we may use that feedback without restriction.

7.4 No exclusivity. You acknowledge that we provide Services to others and agree that nothing in these Terms will be deemed or construed to prevent Pax8 from carrying on such business.

8. Term and Termination

8.1 Term. The Services Terms and Services Scope shall apply until Service Completion, save for any provisions intended to extend beyond Service Completion. We reserve the right to discontinue any Services. Without prejudice to any other rights of termination we may have, such discontinuation will not impact inflight limited time Services without prior consultation, and recurring Services shall be subject to not less that 30 days prior notice.

8.2 Termination for Breach. Either party may terminate these Terms if the other party breaches a material term or condition and fails to cure the breach within 15 days of written notice specifying the breach.

8.3 Termination for Insolvency. We may terminate Services if we reasonably believe you may become subject to bankruptcy or insolvency proceedings, direct control by a trustee, receiver, or similar authority, or are otherwise unable to pay your Fees.

8.4 Immediate Termination. We may suspend or terminate Services immediately if: (a) we have reason to believe that your account or Services are being used for deceptive, fraudulent, or illegal activity; (b) you violate confidentiality obligations; (c) you violate our intellectual property usage terms; (d) you are abusive to our employees; (e) if required by law; (f) in the event of persistent delays caused by you; or (g) the continued failure to provide or complete any Dependencies or meet the Assumptions.

8.5 Suspension. Pax8 may otherwise suspend the Services without liability if you are in default of any of the Terms.

8.6 Effect of Termination. The following sections of the Services Terms will survive such termination or expiration: Fees, Billing and Payment Terms, Warranties, Disclaimers and Limitations, Intellectual Property, Confidentiality, Data Privacy and Security, Compliance with Applicable Laws, Export Restrictions, Non-Solicitation and Miscellaneous. In the event of any termination by us for cause: (a) we will provide an invoice and you shall remain liable for any unpaid fees for works undertaken or costs incurred by Pax8 up to the date of Termination, and (b) you agree to release, hold harmless, and indemnify us from all claims and liabilities relating to your revenue, reputation, financial forecasts, or economic value that may result from any permitted termination by us.

9. Use of Data and AI

9.1 Data Use. You acknowledge and accept that we may use any data stored in or accessed through the Pax8 Marketplace, or otherwise collected by us, for our own internal business purposes, including for analysis, product development, product and service enhancements and for the purpose of creating and sharing insights, providing always that such publications do not include the unauthorised disclosures of confidential information. We retain all rights to any aggregated, anonymized, or non-identifiable data collected or derived through the Pax8 Marketplace.

9.2 Confidentiality. The Confidentiality provisions set out in the Pax8 Partner Terms shall apply to all Services.

9.3 Personal Data. Each party is responsible for its own personal data as a data controller in its own right and shall comply with any applicable laws, including implementing effective technical and organizational measures to ensure the security of personal data and meeting its own obligations relating to the rights of data subjects. Each of us shall provide necessary and reasonable assistance to comply with such obligations. We will process personal data in accordance with our Privacy Notice. Where we do process personal data on your behalf, such processing with be in accordance with the Data Processing Agreement located at  https://www.pax8.com/en-us/terms/.

9.4 Security. Pax8 may require or implement any security measures it deems necessary and appropriate for the Service Delivery. More information relating to Pax8’s security measures can be found at https://trust.pax8.com/.

9.5 AI. You agree that we may use artificial intelligence, machine learning and similar tools (“AI Tools”), including third-party AI Tools, to help us deliver the Services. Output generated wholly or in part by an AI Tool is ”AI Output”. We will apply appropriate human review to AI Output that forms a material part of a Service Deliverables before it is provided to you. You acknowledge that AI Tools can produce output that is inaccurate, incomplete, biased or fabricated. Our warranties and obligations apply to the Deliverables as a whole and not separately to AI Output. We give no warranty as to the accuracy, completeness, originality, non-infringement or fitness for purpose of AI Output in isolation. You will not use any Deliverable or AI Output:

a. as the sole basis for any decision producing financial, legal or similarly significant effects or for any use that is “high-risk” or prohibited under applicable laws; or

b. without applying your own review and verification appropriate to the use you make of it.

We will have no liability for any loss arising from your use of AI Output in breach of this clause, or where your own review and verification would have prevented the loss. Any liability we do have in respect of AI Output is part of, and not in addition to, our liability for the Service Deliverables concerned and is subject to the limits and exclusions set out in these Terms.

10. Billing as a Service. The following terms shall also specifically apply to Billing as a Service:

10.1 Billing as a Service is not available for non-Marketplace Products, nor is it available in all territories.

10.2 Upon successful collection of billed fees from the Customer, Pax8 will pay you the difference between: (i) the amount collected from the Customer for Pax8 Product(s), and (ii) any applicable Pax8 Fees due to us.

10.3 Any amount collected from Customers but credited after payment has been remitted to you, may be charged back to you, or set off against future payments.

10.4 You are responsible for ensuring timely payments to Pax8. If Pax8 is unable to obtain payment from the Customer by the end of the calendar month in which the payment is due, Pax8 will charge the applicable amount to your payment method.

10.5 You must provide reasonable assistance to Pax8 in obtaining the Customer’s authorization for Pax8 to charge Customer’s payment account. Under no circumstances will you attempt to utilize Billing as a Service without Customer authorization.

10.6 Should the Customer revoke the payment authorization, Pax8 will promptly remove the applicable payment account information from the Pax8 Platform and cease provision of Billing as a Service to the Customer. You will continue to be responsible for payments due to Pax8.

10.7 Pax8 reserves the right to withdraw Billing as a Service in its sole reasonable discretion.

11. Compliance with Applicable Laws. Each party shall comply with all applicable laws and regulations regarding the general conduct of business including without limitation all relevant anti-corruption and anti-bribery laws, including the United State Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

12. Export Restrictions. You agree to comply with all relevant U.S. and foreign export and import laws that apply to the Services and any related technology and software.

13. Non-Solicit. For twelve (12) months following Service Completion, you will not, directly or indirectly: (a) hire or establish an independent contractor relationship with any person who, during the twelve (12) months prior to such hiring, was employed by or provided services to Pax8 or any of its affiliates; or (b) influence any person who is then employed by or is providing services to Pax8 or any of its affiliates to terminate his or her employment or association with Pax8 or any of its affiliates. In the event the you breach the provisions of this Section, you agree to pay Pax8 the equivalent of 50% of the annual salary of the Pax8 personnel, as compensation for lost value and replacement costs of such person.

14. Assignment. Services shall not be assigned by either party without the prior written consent of the other party; provided, however, that either party may, without the prior written consent of the other party, assign all of its rights to (a) a parent, subsidiary or affiliate of the assigning party; (b) a purchaser of all or substantially all assets of the party; or (c) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which the assigning party is participating. Notwithstanding the foregoing, you will not assign any Services to a Competitor of Pax8. For the purposes of these Terms, a “Competitor” is any entity that directly or indirectly sells or distributes cloud computing software and/or services.

15. Relationship of the Parties. Both parties acknowledge and agree that the relationship arising from these Terms does not constitute or create any joint venture, partnership, employment relationship or franchise between them.

16. Miscellaneous.

16.1 Force Majeure. Pax8 will be excused from any delays in performance of its obligations the Terms if such a delay results from compliance with any requirement of applicable law, acts of God, fire, flood, earthquake, accident, strike, embargo, terrorist attack, war, insurrection, riot, act of civil or military authorities, public health crisis, quarantine, fuel crisis, or other causes beyond the reasonable control of Pax8. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

16.2 Severability. If any provision, or portion thereof, these Terms is held unenforceable or invalid by a court of competent jurisdiction, the enforceability of the remaining provisions will not be affected.

16.3 Successors and Assigns. Except as otherwise expressly provided in these Terms, these Terms will be binding on, and will inure to the benefit of, the successors and permitted assigns of the parties hereto. Nothing in these Terms is intended to confer upon any party other than the parties or their respective successors and assigns any rights or obligations under or by reason of these Terms, except as expressly provided in these Terms.

16.4 Headings. The headings in these Terms are inserted merely for the purpose of convenience and will not affect their meaning or interpretation.

16.5 Entire Agreement.  These Terms set forth the entire agreement and understanding between the parties hereto with respect to the subject matter thereof.

16.6 Waivers. No waiver under these Terms will be binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay by either party in exercising any right hereunder will not be deemed a waiver of that right.

END.