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CRM Terms & Conditions

SECTION A: FREE MEMBERSHIPS, OFFERS AND TRIALS

 

JourneyTEAM Consulting, LLC. (“we”, “us”, “JOURNEYTEAM”) may offer free memberships, offers and trials in our sole discretion. If access to the Services is provided to you for free for trial purposes, such access is governed by these Terms. At any time prior to or during the free or trial period, JOURNEYTEAM may, in our sole discretion, terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free and trial access. After the free or trial access period expires, you may only continue using the Services by enrolling in a paid subscription, if available, or as otherwise permitted by JOURNEYTEAM. During the free or trial period, no express or implied warranties shall apply to the Services. All Services are provided “as-is” with all defects, and no technical or other support is included.

ACCEPTANCE OF TERMS

Thank you for selecting the Services offered by JOURNEYTEAM. Review these Terms and Conditions for the Provision of Software as a Service (“SaaS”) IT Services (“Agreement”) thoroughly. This Agreement is a legal agreement between you and JOURNEYTEAM. By accepting electronically (for example, clicking “I Agree”), installing, accessing, or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.

 

SECTION B: TERMS AND CONDITIONS FOR THE PROVISION OF SAAS IT SERVICES

1. SERVICES

1.1 JOURNEYTEAM will provide personnel to perform certain configuration, consulting, development, installation, training and support services (collectively, the “Services” or “Catalyst”) to you (the “Client”) as described in the Investment Summary described in a Statement of Work (“SOW”) the form of which is attached as Section C. Executed SOWs are incorporated by reference into the Agreement. The provisions of these terms and conditions and the Agreement will prevail over any inconsistent SOW, unless expressly acknowledged in writing by JOURNEYTEAM and the Client.

1.2 Upon the written request of Client, Client may purchase additional services or changes to executed SOW’s from JOURNEYTEAM (the “Additional Services”). All Additional Services shall be pursuant to a new mutually executed SOW. No Additional Services shall be commenced or provided without an executed SOW. Client may at any time after the Go Live Date propose a change to a Statement of Work. The parties will work together in good faith to develop a change order (“Change Order”), including an estimate of the costs and the effect on time of delivery associated with the Change Order and containing the scope of the revisions to be performed. Upon the written agreement of the Executive Sponsors of each of Client and JOURNEYTEAM to the Change Order (which may be by email), it shall thereupon become an amendment to the applicable Statement of Work and any milestone dates affected by such Change Order shall be

adjusted to reflect the time requirements for the accepted Change Order.

1.3 Provision of Services by JOURNEYTEAM is subject to the terms and conditions of this Agreement and its Support Service Level Agreement Policy.

2. CLIENT RESPONSIBILITIES

2.1 Authorization of Client. Client hereby represents and warrants to JOURNEYTEAM that: (a) Client has the full power, authority and legal right necessary to enter into, execute and deliver the Agreement; (b) Client possesses all rights necessary to authorize JOURNEYTEAM to perform the Services; (c) the Agreement has been duly and validly entered into, executed and delivered by Client; (d) the Agreement constitutes the legal, valid and binding obligation of the Client, enforceable within its terms; and (e) Client will act with diligence to purchase and license any software, hardware and peripherals necessary for the performance of the tasks undertaken by JOURNEYTEAM under this Agreement and not included in the Agreement and any SOW. Client acknowledges and agrees it is solely responsible for the provision of legally licensed third-party software and systems. To the extent any such licenses are necessary, Client will obtain such licenses and pay such expenses, except to the extent the Microsoft Dynamics 365 Software or other third-party software (collectively, “Software”) is included in the Investment Summary in an executed SOW.

2.2 Project Manager & Assistance. Only those Services specified in an executed SOW will be provided by JOURNEYTEAM. Catalyst is a self-guided implementation and therefore has no fixed deadlines for delivery of data or training. Where JOURNEYTEAM staff are required, Client will

assist JOURNEYTEAM through the assignment of personnel who will be responsible for the projects described under this Agreement and for providing JOURNEYTEAM with such information and access to resources and facilities of Client as necessary to perform the Services. Client will appoint representatives who will be available to JOURNEYTEAM on a priority basis and shall have the authority necessary for the effective performance of this Agreement (the “Client Account Team”).

2.3 Responsibility. Although JOURNEYTEAM may provide Client recommendations, Client acknowledges and agrees it has independently selected the services and products to be acquired based on its own due diligence. Client accepts the Services and products upon delivery of the Services, and Client understands and agrees that all sales and other transactions are final. Each party acknowledges and agrees to act with diligence in order to meet mutually agreed deadlines and deliveries under the Agreement. JOURNEYTEAM has no obligation to return or refund all or any portion of any payments made by you hereunder for delivered Services and products.

2.4 References. Client authorizes JOURNEYTEAM to use Client as a reference for the Services and grants JOURNEYTEAM the authority to reference Client on JOURNEYTEAM’s website and in marketing materials (including use of Client’s name and logo per Client’s trademark guidelines). Client can withhold consent by contacting JOURNEYTEAM.

2.5 Office 365 or Microsoft 365. Note that if you have Office 365 or Microsoft 365 (“O365”) via GoDaddy, the implementation of the Dynamics 365 Software requires you to migrate your licenses and potentially your data away from GoDaddy. Without this process we cannot provide Dynamics 365 licenses and the project cannot proceed. If you are with GoDaddy for O365 we reserve the right to pass on the required setup charges. We will help you understand if this is required or not prior to charges being incurred. The migration is a minimum of 4

hours of work or more depending upon the complexity of the services and data you are using in O365 with GoDaddy.

 

3. FEES AND PAYMENT

3.1 JOURNEYTEAM may change the fees for Services at any time upon giving no less than 30 days’ notice to the Client to: (a) pass on changes made by our agents and sub-contractors; (b) reflect any increase in the cost to JOURNEYTEAM of performing the Services that is due to interruptions, delays, increases in taxes and duties, increases in labor and other costs, or any factor beyond JOURNEYTEAM’s reasonable control; (c) reflect any increase in the cost to JOURNEYTEAM of performing the services that is due to (i) any request by the Client to change the SOW; or (ii) any delay caused by any of Client instructions, or failure by you to give us adequate or accurate information in respect of the SOW, or for any other reason where we deem such increase to be necessary.

3.2 JOURNEYTEAM shall invoice Client no less than monthly. JOURNEYTEAM shall create a recurring subscription to the Services through our Website. All invoices shall be due and payable within fifteen (15) days after receipt by Client. All payments shall be in US currency. Failure to render payment when due shall entitle JOURNEYTEAM to suspend service performance or cancel the Agreement in accordance with the provisions of Section 8 below. Client shall reimburse JOURNEYTEAM for all expenses reasonably incurred in the collection of amounts due, including reasonable attorneys’ fees.

3.3 JOURNEYTEAM reserves the right, following notice, to suspend or discontinue its performance or provision of products and services hereunder for Client’s lack or delinquency of payment of any amounts

due, or for any other material failure or breach of the Agreement including your performance under all significant project assumptions.

3.4 Client shall pay all current and future sales, use, transfer, and other taxes and duties, whether state, federal, local, or international, levied or imposed as a result of JOURNEYTEAM’s performance of the Services, excluding taxes with respect to JOURNEYTEAM’s corporate income (collectively “Taxes”). Client shall reimburse JOURNEYTEAM for any Taxes paid or accrued directly by JOURNEYTEAM.

3.5 Client is also obligated to the terms and conditions related to Microsoft New Commerce Experience (“NCE”) terms and conditions (as well as fees and costs) described in Section 5.3 below and in Section D. Microsoft Terms and Conditions.

 

 

 

4. CONFIDENTIALITY; INTELLECTUAL PROPERTY

4.1 Confidentiality.

(a) For purposes hereof, “Proprietary Information” shall mean, collectively and without regard to form, Confidential Information and Trade Secrets. “Confidential Information” shall mean nonpublic proprietary information other than Trade Secrets, of value to its owner, and any data or information defined as a Trade Secret, but which is determined by a court of competent jurisdiction to not be trade secret under applicable law. “Trade Secrets” means information which: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use;

and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Both parties acknowledge, without limitation, that the terms of this Agreement (including all Sections and SOWs), as well as the other party’s business secrets and confidential information relating to the business processes, apparatus, products, research, research programs and other financial, business, technical and Client personal information considered by such party to be proprietary in nature and which may also include but not be limited to, payment card account numbers, transaction information, IP addresses, third-party information relating to a natural person, where the natural person could be identified from such information and any information related to any credit card account holder that is associated with or organized or retrievable by an identifier unique to that credit card holder, including credit card account holder names, addresses or account numbers shall be “Proprietary Information” under this Section 4.1.

(b) Each party agrees with the other (i) to hold the Proprietary Information in the strictest confidence, (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third-party, subject to the provisions of subsection (iv) below, (iii) not to make use of the Proprietary Information other than for the permitted purposes under of this Agreement, and (iv) to disclose the Proprietary Information only to their respective representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. The nondisclosure and confidentiality obligations set forth in this Section 4.1(b) shall survive termination of this Agreement for any reason and shall remain in effect with respect to Trade Secrets for as long as the owner of such information is entitled to protection thereof and with respect to

Confidential Information for a period of five (5) years after termination hereof.

(c) Notwithstanding the foregoing, Proprietary Information shall not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already legally in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Proprietary Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order, if necessary, protecting the information from public disclosure.

4.2 Intellectual Property Rights. The Client agrees that the Dynamics 365 Software and all its Intellectual Property Rights (other than in relation to Intellectual Property arising out of or in connection with custom development work delivered as part of the Services under the Agreement and any SOW for client) is owned, all right, title and interest by Microsoft. Client is granted, upon payment of fees for the Dynamics 365 Software a limited right of use by authorized users solely in the Client’s business pursuant to the Microsoft licenses described in Section D. Microsoft Terms and Conditions. JOURNEYTEAM owns and shall retain all right, title and interest in and to the Intellectual Property Rights and the Proprietary Information of JOURNEYTEAM, including without limitation all development work delivered as part of

the Services under the Agreement and any SOW for Client. JOURNEYTEAM retains the right to revoke such license to use the JOURNEYTEAM Intellectual Property Rights due to any reason including but not limited to Client leaving to another Microsoft Partner. Specifically for the use of Microsoft Dynamics 365 Sales ‘Catalyst’ Services, the AppSource functionality including configuration wizards, training materials and setup that is unique to this app will cease to function. You will be reverted to a standard version of Dynamics 365 Sales and may not be able to undertake functionality that was previously available to you. You may receive prompts about expired licenses until such time as the AppSource app is removed from your tenant.

 

 

JOURNEYTEAM grants to the Client a royalty free limited license to use the JOURNEYTEAM Intellectual Property Rights solely to enable the Client to use the Dynamics 365 Software in the manner contemplated in the Agreement. JOURNEYTEAM will be free to use the concepts, techniques, knowhow, work products and deliverables used in connection with the projects provided to the Client and will continue to be free to perform similar services for other JOURNEYTEAM clients using the knowledge, skills and experience obtained during the project(s). For purposes hereof, “Intellectual Property Rights” means any and all known or hereafter known tangible and intangible worldwide patents, copyright, moral rights, trademarks, trade secrets, confidential information or other intellectual property rights, whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in the foregoing).

 

5. LIMITED WARRANTIES & DISCLAIMER

5.1 Limited Warranty. JOURNEYTEAM represents and warrants that it has sufficient expertise, training, and experience to satisfactorily accomplish the Services and that the Services will be performed in a professional and workmanlike manner. JOURNEYTEAM will undertake to correct any work not in compliance with the above warranty brought to its attention within ninety (90) days after the completion of work under an SOW or the date the problem was discovered, provided that in any event JOURNEYTEAM must be notified within one hundred eighty (180) days after the Services under an SOW were completed. For software development services, our warranty applies to system error issues in software we have developed, commonly referred to as bugs. A system error means any error, problem, or defect, which reproducible by JOURNEYTEAM, that results from an incorrect functioning of the source code developed by JOURNEYTEAM, if such error, problem or defect causes incorrect results or incorrect functions to occur (e.g., the system adds 2+2 and the result is 5). JOURNEYTEAM’s warranty is not applicable if the problem is caused by (i) any modification, variation or addition to the developed software not performed by JOURNEYTEAM; (ii) Client’s incorrect use, abuse or corruption of the developed software; or (iii) use of the developed software with other software or on equipment with which the developed software is incompatible.

5.2 Microsoft and Third-Party Products. Client acknowledges and agrees that JOURNEYTEAM has no control over, and takes no responsibility for the functionality, the service levels, uptime of the software system or hosting servers of any third-party products and services, including without limitation, those provided by Microsoft. Client agrees to be bound by and comply with any such manufacturer license agreement, warranty, other terms and conditions, and understands and agrees to look solely to the third-party vendor of the product for maintenance and support, including but not limited to resolution of system errors, bugs, patches, hot fixes, etc. Client’s sole and exclusive rights and remedies with respect to any third-party product or service, including rights and remedies in the event a third-party product or service gives rise to an infringement claim, will be against the third-party vendor and not against JOURNEYTEAM.

5.3 Microsoft’s New Commerce Experience (NCE). Client acknowledges and agrees that, if as part of the Services provided by JourneyTEAM, Client is licensed access to software provided by Microsoft (each a “Microsoft Subscription”), the following terms (in addition to the terms and conditions of each license imposed by Microsoft for its software, including those stated in Section D. Microsoft Terms and Conditions) shall apply to such Microsoft Subscriptions:

· Each Microsoft Subscription is granted for a fixed term of 12 months as stated in the SOW (the “Initial Fixed Term”). Client is not able to reduce the number of Microsoft Subscriptions during the Initial Fixed Term stated in the SOW.

· If Client has purchased any rolling monthly Microsoft Subscriptions (“Microsoft Monthly Seats”) as expressly stated in the SOW:

· these are subject to a surcharge imposed by Microsoft, as incorporated in the pricing section of the SOW;

· the Fixed Term for each Microsoft Monthly Seat subscription is one (1) month;

· Client may cancel the subscription for any Microsoft Monthly Seats at any time on 48 hours’ prior notice, and cancellation will be effective at the end of the month in which the notice is served. Cancellation in accordance with this clause will not affect your obligation to pay for any fixed term Microsoft Subscriptions.

· By agreeing to purchase a Microsoft Subscription you commit to paying all applicable charges for that Microsoft Subscription for the full duration of the fixed term stated in the SOW.

· In the event of the termination of the SOW (or Agreement) for any reason, including termination for our breach of the SOW, Client

acknowledges and agrees that Client is liable for all charges to be paid for each Microsoft Subscription for the full period of the then current Fixed Term and (on termination) Client shall pay to JOURNEYTEAM any unpaid balance of such charges relating to the unexpired Fixed Term (as defined in Section 5.3(g)(h) below), and (on termination) Client shall pay to JOURNEYTEAM any unpaid balance of such charges relating to the unexpired term of the SOW.

· Client is required to pay the full amount of the charges for each Microsoft Subscription due for the agreed fixed term or Extended Term regardless of any changes in your business requirements, including in the event of a “Change of Control” of the Client or its affiliates, as such term is defined in §409A of the Internal Revenue Code of 1986, as amended.

· Client may cancel its Microsoft Subscription(s) and receive a prorated refund of fees therefore if cancellation occurs within the first 48 hours of the commencement of the fixed term (proration calculated daily). This represents Client’s sole right to cancel its Microsoft Subscription(s). Any request to cancel a Microsoft Subscription(s) after this period will be rejected by Microsoft.

· Subject to Section 5.3(i) below:

· (i) your Microsoft Subscription(s) will automatically renew at the end of the Initial Fixed Term, for a period equal to the Initial Fixed Term (“Renewal Term”). Collectively, the Initial Fixed Term and any Renewal Term may be referred to herein as the “Fixed Term”.

· (ii) your Microsoft Subscription(s) will automatically renew at the end of each Renewal Term, for a period equal to the previous Renewal Term; and

· (iii) any changes to the fees, costs and/or charges for the Microsoft Subscription(s) or Microsoft’s standard license terms or prices will apply to each Fixed Term (without prejudice to Section 3.1 above).

· Client may cancel any Renewal Term by providing JOURNEYTEAM with written notice of intent to terminate at least ninety (90) days prior to the new Renewal Term. This will not affect Client’s right to cancel the Microsoft Subscription(s) after renewal in accordance with Section 5.3(k) below.

· If Client has notified JOURNEYTEAM (in accordance with Section 5.3(i) above) that you do not require the Microsoft Subscription(s) to automatically renew, then at the end of the applicable fixed term or Extended Term:

· (i) your Microsoft Subscription(s) will automatically cease at the expiry of the Fixed Term; and

· (ii) Upon the termination of the Fixed Term, Client will have:

· 30 days, in the case of annual or multi-year subscriptions; or

· 7 days, in the case of Microsoft Monthly Seats,

within which Client may renew the relevant Microsoft Subscription(s).

· Upon renewal of each Microsoft Subscription (automatically or otherwise), you will receive another 48-hour cancellation window in which you can cancel any Microsoft Subscription and receive a prorated refund.

· Client is not entitled to reduce the number of Microsoft Subscriptions (or ‘seats’) during the agreed Fixed Term.

· Client agrees to comply with all license terms, guidelines and instructions relating to your Microsoft Subscription(s) as detailed in Section D. Microsoft Terms and Conditions of this Agreement.

· Client agrees to indemnify JOURNEYTEAM in full and on demand against any loss, liabilities, claims, proceedings, demands (in each case each whether actual, pending or threatened), costs (including costs charged or to be charged to us by Microsoft in connection with your Microsoft Subscriptions), expenses and damages (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties

and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered by us however arising out of or in connection with any Microsoft Subscription.

 

5.4 DISCLAIMER. EXCEPT AS STATED IN SECTION 5.1, JOURNEYTEAM MAKES NO, AND DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER.

 

 

6. INDEMNIFICATION

6.1. JOURNEYTEAM Indemnity. JOURNEYTEAM (the “Indemnifying Party”) shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents (each, an “Indemnified Party”) against any and all liabilities (including, but not limited to, losses, damages, expenses and reasonable attorneys’ fees as well as costs charged or to be charged to JOURNEYTEAM by Microsoft in connection with Client’s Microsoft or third-party licensor licenses or subscriptions) (collectively, “Losses”) arising from any claim brought by an unrelated third-party alleging death or personal injury, in whole or in part, resulting from the negligence or willful misconduct of JOURNEYTEAM, its officers, directors, employees or contractors in the performance of the Services.

6.2. Client Indemnity. Client (the “Indemnifying Party”) shall indemnify, defend and hold harmless JOURNEYTEAM and its officers, directors, employees and agents (each, an “Indemnified Party”) against any and all Losses arising from any claim: (i) with regard to the

personal injury or death, resulting from the negligence or willful misconduct of Client, its officers, directors, employees, contractors, and agents while JOURNEYTEAM or its representatives is performing the Services for the Client; (ii) for the infringement or misappropriation of third-party intellectual property rights with respect to technology, services or software provided by Client or third-parties; and/or (iii) arising out of or related to any Microsoft or third-party licensor licenses or subscriptions.

6.3. Process. Any indemnification obligation arising under this Section 6 shall be subject to the following requirements: the Indemnified Party promptly provides the Indemnifying Party written notification of the assertion of any claim; the Indemnified Party provides reasonable support in aiding the Indemnifying Party in any defense to a claim, at the Indemnifying Party’s cost; and the Indemnifying Party has sole control over the defense or settlement of any claim, provided that neither party shall agree to any settlement that places any financial or public burden upon the other party.

 

7. LIMITATIONS OF LIABILITY

7.1 DAMAGES LIMITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER IN AN ACTION OF CONTRACT, STRICT OR STATUTORY LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY (INCLUDING BREACH OF WARRANTY), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, INFORMATION OR RESULTS PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT BEING LIMITED TO, DAMAGES FOR

LOSS OF USE, DELAY, LOSS OF BUSINESS, LOSS OF REVENUE, PROFITS OR SAVINGS, BUSINESS INTERRUPTION LOSS, LOSS OR CORRUPTION OF INFORMATION OR DATA, LOSS OF GOODWILL, AND LIABILITY TO THIRD-PARTIES.

7.2 CAP. THE CUMULATIVE LIABILITY OF JOURNEYTEAM TO CLIENT AND ANY OTHER PARTY FOR ALL CLAIMS RELATING TO OR ARISING UNDER THIS AGREEMENT OR ANY SOW, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID TO JOURNEYTEAM UNDER THE STATEMENT OF WORK SPECIFICALLY RELATED TO THE DISPUTE. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY.

 

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence and all terms and conditions apply, as of the Effective Date, and shall remain in effect for an initial one (1) year term (the “Subscription Term”).

8.2 Renewal. The Agreement shall renew for successive one (1) year terms, unless earlier terminated in accordance with the provisions of Section 8.3 below, on the anniversary of:

(a) the Effective Date if the Go-Live Milestone is not yet achieved by the first anniversary of the Effective Date, or

(b) the Go-Live Date (as defined in the SOW Initial Workplan below), upon achievement of the Go-Live Milestone.

8.3 Termination. The Agreement may be terminated as follows:

(a) By either party with ninety (90) days’ written notice to the other party to expire on but not before the end of the then current Subscription Term.

(b) By either party if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice thereof, subject to the provisions of Subsection 8.3 (c) below.

(c) By JOURNEYTEAM, immediately upon notice to Client, if Client fails to make any payment within thirty (30) business days of its due date.

(d) By either party, immediately upon notice to the other party, if the other becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise.

(e) By the Client, in the case of non-agreement to a material Change in Terms as outlined in this agreement.

8.4 Post Termination. Upon the termination of this Agreement, the Client will be liable for, and shall promptly pay upon invoicing by JOURNEYTEAM, for all fees for Services provided and expenses incurred by JOURNEYTEAM through the effective date of termination. The provisions of Sections 3, 4, 5.2, 5.4, 6, 7, this 8.4, 8.5, 9, 10 and 11 shall survive the termination or expiration of this Agreement.

Specifically for the use of Microsoft Dynamics 365 Sales ‘Catalyst’ Services, the AppSource functionality including configuration wizards, training materials and setup that is unique to this app will cease to function. You will be reverted to a standard version of Dynamics 365 Sales and may not be able to undertake functionality that was previously

available to you. You may receive prompts about expired licenses until such time as the AppSource app is removed from your tenant.

 

8.5 Microsoft and Third-Party Providers. Notwithstanding the foregoing, with regard to the agreements pertaining to Microsoft Dynamics 365 Software and other third-party software and services, Client acknowledges that such agreements may not be terminated under this Section but shall instead be controlled by the term and termination provisions stipulated in any such agreement. Without limiting the generality of the foregoing, Section D. Microsoft Terms and Conditions and Section 5.3 above shall apply to termination and related rights for Microsoft licenses.

9. NON-SOLICITATION

During the Term of this Agreement and for a period of one (1) year after termination of the Agreement for any reason, neither party shall solicit for hire or hire, directly or indirectly, any person who, during the Term of the Agreement, was an employee or subcontractor of JOURNEYTEAM, without JOURNEYTEAM’s prior written permission. In the case of a breach of this clause, the offending party agrees to pay 3 months gross salary to the other party.

10. COMPLIANCE WITH LAWS

Client shall at its own expense comply with any laws or regulations, including trade restrictions and embargos, relating to services and products acquired and shall procure all licenses and pay all fees and other charges required thereby. Client shall limit its actions to conform to applicable laws and regulations regarding the use, licensing, import, export or re-export of the services and products including regulation of

the U.S. Department of Commerce and/or the U.S. State Department, to the extent applicable.

11. CHANGES TO TERMS

JOURNEYTEAM may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality, for security or to prevent abuse or harm. The most current version will always be posted on the JOURNEYTEAM website. If an amendment is material, JOURNEYTEAM will notify you in advance by email to provide you the opportunity to review the changes. Except as otherwise specified by us, changes will be effective no sooner than the day they are publicly posted. Once our new terms are effective, if you continue to use the Services, you indicate your agreement to be bound by the updated terms. If you do not agree to any changes made to the terms for the Services, you should stop using the Services and you may close your account with us in accordance with Section 8 above.

 

12. MISCELLANEOUS

12.1 Governing Law; Venue. This Agreement has been made, executed, and delivered in the State of Utah without regard to conflicts of laws. The parties further agree that, in the event of a dispute involving this Agreement, any legal proceeding must be heard and determined in a Utah state court or federal court sitting in or around Salt Lake County, Utah, the location of JOURNEYTEAM’s headquarters. The parties waive objection to venue, including on the grounds of forum non convenience, to bringing a legal action in Salt Lake County, Utah.

12.2 Resolution of Disputes. Prior to initiating any formal dispute-resolution process, the initiating party shall give the other party sixty (60) days’ written notice of the initiating party’s intent to file an action. During such notice period, the parties will endeavor to settle amicably by mutual discussion any disputes, differences, or claims whatsoever related to the Agreement.

12.3 No Jury. EACH PARTY, AS A CONDITION OF ITS RIGHT TO ENFORCE OR DEFEND ANY RIGHT UNDER OR IN CONNECTION WITH THE AGREEMENT, WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

12.4 Notice. All communications of the parties shall be in English. Any notices or demands or other communications which under the terms of this Agreement or under any statute must or may be given or made by either party shall be in writing. Notices may be given by electronic delivery to the e-mail address listed above. Notices shall be deemed to have been given on the date of delivery when delivered.

12.5 Assignment. The Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the Parties and their respective legal representatives, successors and assigns. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, and any purported assignment shall be void; provided, however, that either party may assign all or part of its rights or obligations under this Agreement (i) to any affiliate of that party or (ii) in the event of a merger or a sale of all or substantially all of the assets of a party upon written notice to the other party. The consent of JOURNEYTEAM to any such assignment by Client shall be conditioned upon, among other matters determined by JOURNEYTEAM in its sole discretion, (I) all outstanding obligations of Client to JOURNEYTEAM arising prior to such assignment being paid in full; and (II) the assignee or other beneficiary of such assignment assuming in writing, to the satisfaction of JOURNEYTEAM in its sole discretion, all obligations of Client hereunder, provided such written assumption is delivered to JOURNEYTEAM prior to such assignment.

12.6 Severability. If any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein.

12.7 Independent Principals. The relationship of JOURNEYTEAM to Client shall at all times be one of independent contractor, and neither party (nor any person assigned to the Services by JOURNEYTEAM) shall be nor represent itself to be an employee, agent, representative or partner of the other, nor shall either party have the right or authority to assume or create any obligation on behalf of or in the name of the other or to otherwise act on behalf of the other. JOURNEYTEAM shall have exclusive control over the means and methods of performing the Services under this Agreement. JOURNEYTEAM shall be solely responsible for compliance with all rules, laws, and regulations relating to employment of labor, hours of labor, working conditions, payment of wages, and payment of taxes, such as employment, social security, retirement, and payroll taxes, including applicable contributions from the applicable individual when required by law.

12.8 Section Headings; Counterparts. The headings of the Sections herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

12.9 Injunctive Relief. Each party acknowledges that any other party will be irreparably damaged (and that damages at law would be an inadequate remedy) if the Agreement is not specifically enforced. Therefore, in the event of a breach or a threatened breach by any party of any provision of the Agreement, then the non-breaching party shall be entitled, in addition to all other rights or remedies, to an injunction restraining such breach or continuing breach, without being required to show any actual damages or to post any bond or other security, and/or to a degree of specific performance of the provisions of the Agreement.

12.10 Waiver. A waiver of a breach or default under this Agreement shall not be waiver of any subsequent breach or default hereunder. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

12.11 Excused Performance. No party shall be in default of any obligation hereunder if such failure is due to an act of God, act of war, war, terrorism, epidemic, pandemic, disease, quarantine, government mandate or similar event or beyond such party’s reasonable control (“Force Majeure”) and such party acts diligently in attempting to remedy the cause, excluding payment of fees. The affected party shall promptly give written notice to the other party of the event of Force Majeure and shall be given additional time to perform in a period equal to the delay caused directly by such event.

12.12 Entire Agreement. This Agreement together with all Change Orders and fully executed SOW’s constitute the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representations with regard to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms of a Statement of Work and/or a Change Order, the terms of this Agreement shall control. In the event of a conflict between the terms of two or more Statements of Work or Change Order, the terms of the last to be executed Statement of Work or fully agreed Change Order shall control.

SECTION C: STATEMENT OF WORK TO MASTER SERVICES AGREEMENT

This Statement of Work (“SOW”) applies to the Master Services Agreement (the “Agreement”), dated September , 2023, between JourneyTEAM Consulting, Inc. (“JOURNEYTEAM”) and the Client (“you”). This SOW, when executed by JOURNEYTEAM and the Client shall be incorporated by reference into the Agreement. The effective date of this SOW shall be the date the Client accepts electronically (for example, clicking “I Agree”) (“SOW Effective Date”). By installing, accessing, or using the Services, you agree to this SOW. If you do not agree to this SOW, then you may not use the Services. All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement. The parties agree as follows:

 

1. Investment Summary and Fees

The investment in the Software and Services contained in this SOW includes the following. Note that these are not services provided by us, all stages are to be completed by you during the self-guided portion of

the implementation, with the exception of points (e) Deployment and (f) Post-Go-Live helpdesk support:

· Planning and design of your Dynamics 365 Implementation

· Data import, setup and configuration services in relation to the Dynamics 365 Implementation

· Testing the Dynamics 365 Software

· Training

· Deployment – this includes a maximum of one hour review by our digital consultants prior to you going live on the go live date (“Go-Live Date”)

· Post-Go-Live helpdesk support (“Support Plan Services”, if applicable)

Monthly License Fees for Software and Ongoing Services

 

Description (SKUs) No. of Users Subscription Type Monthly

Price ex. taxes

Catalyst Sales Starter - 12 month fixed term $299/tenant

Catalyst Sales Automation - 12 month fixed term $389/tenant

Catalyst Advanced Sales - 12 month fixed term $479/tenant

Microsoft Dynamics 365 Sales

Enterprise License - 12 month fixed term $95/user

 

TOTAL (MONTHLY)

Initial Fixed Term of the Microsoft Subscription (defined in Section 5.3 of the Agreement) is 12 months.

 

The Initial SKU (Sales Starter, Sales Automation, or Advanced Sales) which you have decided to purchase is based on your understanding of your requirements at the SOW Effective Date. If as part of the planning and design, or implementation of this work (or even after acceptance) your requirements change, you may need to purchase additional or upgraded licenses in order to meet those requirements.

 

You agree to designate and provide JOURNEYTEAM with the needed permissions under Microsoft’s GDAP service. This gives us the minimum access we need to maintain your tenant. https://docs.microsoft.com/en-us/partner-center/gdap-introduction for information.

 

2. Payment

Payment Terms

We will take payment automatically through your subscription on

www.JourneyTEAM.com

 

3. Scope of Services

 

Sales Starter

Lead to Opportunity Business Process Flow (up to 1 additional branch, 1-3 stage

customizations

Allocation of Purchase Invoices, Payments and Credits

Payment Journals (incl. Bank Payments Exports)

Purchase Payment Terms & Payment Discounts Purchase Invoice & Credit Processing Purchase Proformas and Prepayments Purchase Quote Processing Vendors Opening Items Import Tool Vendors and related master data Aged Accounts Receivable Report and Customer Statements Allocation of Sales Invoices, Payments and Credits Customer Ship-to Addresses Invoice discounts Payment Terms Processing Cash Receipts and Registering Customer Payments Sales Invoice & Credit Processing Sales Order & Return Processing Sales Quote Processing Understanding Customer Ledger Entries Customers and related master data Setup of Repay Payable Automation (requires separate account setup with Repay. Repay services are paid directly to Repay and are separate from this agreement.)

Finance & Warehouse Everything in Finance plus:

Attribute additional cost to Inventory using Item Charges

Choice of costing methods (Standard, FIFO, Average)

Custom Item Attributes

Custom Item VAT or Sales Tax Setup

General Ledger Stock Transactions

GRNI accrual and Cost of Sales Transactions

Integrated with the General Ledger (Inventory, GRNI, Sales, Cost of Sales)

Shipping of Items/Stock (including reversal)

Inventory Availability view on Sales Documents

Item Categories

Item Discounts by Vendor

Item Journals/Adjustments

Item Prices by Vendor

Item Sales Discounts by All/Customer Discount Group/Item Discount

Group/Customer

Item Sales Prices by All/Customer Price Groups/Customer

Items and related master data

Standard Cost Roll Up

Tariff/Commodity Codes

Setup of Shopify Integration (requires separate account setup with Shopify.

Shopify services are paid directly to Shopify and are separate from this

agreement.)

 

Finance + Assembly

Everything in Finance + Warehouse and Finance plus:

Assembly Core Setup

Assembly Transactions

Assembly Feature Process Testing

Kitting Core Setup

 

Please note anything not specifically listed above is assumed to be out of scope.

 

4. Schedule

As this is a self-guided implementation, you are free to consume the training and testing content at your own pace. For the avoidance of doubt, this does not extend any trial period, which will be limited to 30 days. When you are comfortable that you are ready to go live, you can book a slot with our digital consultants to review the setup that you have done. From the date of this validation you can then choose when to go live, which will become your “Go Live Date”.

 

5. Support Services

5.1 Support Plan Terms

From the Client Go-Live Date, JOURNEYTEAM has agreed to provide helpdesk support services for the Support Plan selected by the Client as described in the Investment Summary of the SOW and per the terms and conditions set out for the supply of helpdesk support services.

 

5.2 Support Plan Options

The Subscription Support Plan details are described in the matrix below and are subject to the terms outlined in sections 5.3 through 5.8.

ITEM Catalyst

Tenant Management Yes

Administration of Users Yes

Access to Microsoft Training Content Yes

Access to JourneyTEAM Training Portal Yes

Customer Success Manager Yes

Service Level Agreements (SLA) Yes

Unlimited Support

(No ticket number limits, just fair usage) Unlimited Break-Fix**

5.3 Incident Logging Process

The support helpdesk operates on a queue-based ticket system, tickets logged onto the system through a customer portal (https://jtp.powerappsportals.com/) are assessed based on priority and assigned the relevant priority status. Any tickets logged outside of published support hours will be picked up the next business day.

5.4 Support Hours

The support helpdesk hours are Monday through Friday from 7am - 6pm Mountain Time, excluding standard US Holidays observed by JOURNEYTEAM.

5.5 Support for Client Modifications

If a support request concerns an area of the system which has been modified by or for you, you may be requested to provide additional

documentation or relevant information on how the system (or part) should function.

5.6 Support Service Level Agreement Policy (SLA)

As outlined in the table below, each priority tier has a set Service Level Agreement Policy (SLA) during which a first response is made. When a request is received during Support Hours, a technician will contact you within the ‘Expected First Response’ period to acknowledge receipt of the ticket and, where required, obtain further details around the issue. Please bear in mind, unfortunately it is not always possible to provide a resolution on first contact.

JOURNEYTEAM will provide its best effort to respond to all support requests within the following times:

 

Priority Tier Description Definition Expected

First Response*

High A user or a group of users are prevented

from performing essential functions 60 minutes

Medium A user or a group of users are prevented

from performing a particular function 4 hours

Low A user can perform all functions but has a

query on a particular function of has requested a

new function 24 hours

Planned Agreed planned work Planned

This section serves as a general response guideline and JOURNEYTEAM agrees to use its best effort to comply with the targets, but it is agreed that this does not constitute a guaranteed response time. Please note, the expected first response times are not timescales for the resolution of issues.

JOURNEYTEAM also reserves the right to reclassify a ticket’s priority tier if it has been logged with an inappropriate tier as per the Description Definitions above.

5.7 Unlimited Support Fair Usage Policy

While JOURNEYTEAM support plans do not impose a monthly upper limit on the number of hours of support needed, our prices for the provision of support services are based on Clients using the Support Services in a reasonable and appropriate manner. Therefore, to maintain a high level of service for all customers, a fair usage policy applies.

 

The JOURNEYTEAM Customer Success Manager will periodically review the customer’s ticket usage against the below table. Should the average usage for two (2) months exceed the expected tickets per month, the JOURNEYTEAM Customer Success Manager will advise a suggested course of action. This may include upgrading your support plan or, if a percentage of tickets relate to a particular topic, then the JOURNEYTEAM Customer Success Manager may suggest an alternative action such as additional training on a given area.

 

ITEM Catalyst

Average Hours Per Month Up to 2 hours

5.8 Unlimited Support Definitions

Ticket Types

As outlined in the table above, the service plans offer unlimited support dependent on the type of ticket. The support types are defined as per the following:

 

· Microsoft Triage– Anything fundamentally broken with the product that requires contact with Microsoft. JOURNEYTEAM will endeavor to resolve the issue by working with the relevant teams at Microsoft. Dependent on the issue, we will also endeavor to offer workarounds or alternative solutions for the duration of issue.

 

· Break-Fix – Any issue relating to a function that previously worked and now no longer works as originally designed. Examples include:

o A user is not able to access Dynamics 365 Sales or receives an error when logging in.

o A previously used function or feature is no longer working.

o A user receives an unknown error message when completing a task.

 

· How-To – The system is working as designed and the user is enquiring as to how the system works or how to perform a particular function. Examples include:

o A user is looking to change a setting but doesn’t know where to find it or what impact it may have.

o A user is trying to perform a function that they’ve previously been trained on but need guidance in doing so.

o A user is seeking guidance on the best method of achieving a particular result within the system.

 

6. Changes and Additional Services

Any changes to this SOW may result in a delay in performance or delivery of the Services, or an increase or decrease in pricing. If Client changes the scope of Services to be performed by JOURNEYTEAM under this SOW, or engages JOURNEYTEAM for different, related or unrelated Services, the parties shall enter into a Change Order as described in the Agreement.

 

7. No Other Changes

The terms and conditions of this SOW are proprietary confidential information of the parties. All terms and conditions of the Agreement remain in full force and effect.

SECTION D: MICROSOFT TERMS AND CONDITIONS

 

JOURNEYTEAM has adopted and will continue to implement all Microsoft New Commerce Experience (NCE) operating procedures in connection with Client’s Microsoft Subscription(s). Terms and conditions may be amended from time to time. Client agrees to comply with all license terms, guidelines and instructions relating to the Microsoft Subscription(s) issued or made available by JOURNEYTEAM or Microsoft from time to time, including without limitation, the following:

CRM Terms and Conditions monthly license fees for software and ongoing services
CRM Terms and Conditions Support Service Level Agreement Tiers, Descriptions, and Expected first response timelines chart
CRM Terms and Conditions Unlimited Support Fair Usage Policy, Item, Catalyst
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