Peacock Engineering Consulting Services Terms

1 Statements of Work

1.1 Relation and Role of a Statement of Works to this Master Services Agreement: This MSA will detail generic contractual elements such as payment terms, product warranties, dispute resolution, liability and governing law etc, leaving only details such as pricing and schedule of annual charges to be set out and agreed in the relevant accompanying Statement of Work or Proposal to this MSA.

1.2 Each statement of work or proposal will detail within it deviations, if any, to this agreed MSA.

1.3 Time and Materials Basis Model for Services Delivery: All contracts and agreements governed under the umbrella terms of the MSA (listed in the Addendum A of this document) will provide Services on a Time and Materials basis. On such basis, Client agrees to pay for the time spent for PEL’s consultants to provide the Services works, and for any materials required in order to provide the Services.

1.4 Fixed-price Services delivery and implementation projects (where required and suitable) would be undertaken by PEL as projects separate to any MSA, with separate and different terms.

1.5 Training: The Statement of Works documents governed under the umbrella terms of the MSA (listed in the Addendum A of this document) will clearly state whether a training plan is included or built-in to the costings and the Specification of the contract or agreement to provide the Services, or otherwise.

1.6 If training is included within the Specification of the implementation delivery for the Services, then such plan will provide details of the nature of the training to be provided (classroom-led or via web), how much training time is included within the Specification, and which subjects are to be included with a syllabus and the production of candidate training materials.

1.7 Go-Live Support: The contract or agreement governed under the umbrella terms of the MSA (and included in the MSA as a referenced contract or agreement) will clearly state whether a period of go-live support (also known as ‘hypercare’) is included or built-in to the costings and the Specification of the contract or agreement to provide the Services, or otherwise.

1.8 If a period of focused go-live support is included within the contract or agreement to provide the Services, then PEL will provide suitable resources for that pre-determined period which may include allocated support time for the same consultants that delivered the Services works in the implementation delivery, and a heightened or focused response which may include direct input from the project manager involved.

1.9 At the end of the pre-determined period of focused go-live support (if applicable), ongoing support is then transitioned across to PEL’s Support team and will be undertaken from that point onwards as BAU support under the terms of support provision and its scope within this MSA.

1.10 Warranty on Services Works: All PEL Services works are warranted for a period of ninety (90) days from the date of the latest promotion to Client’s UAT, or thirty (30) days from the date of promotion to Client’s live business Production environment, whichever is earliest.

1.11 The warranty on Services works offered by PEL to Client within the warranty period provides cover, rework and re-deployment at no cost to Client for the following elements:

1.11.1 Software bugs (error, flaw, failure or fault which causes an incorrect or unexpected result or causes the software to behave in unintended ways) in delivered software authored by PEL, acknowledged and confirmed as such by PEL after investigation (and comparison against Specification), and reproducible in accordance with defined reproduction steps.

1.11.2 Failures to deliver agreed functional requirements against Specification of Services, acknowledged and confirmed as such by PEL after investigation and comparison to documented Specification or Statement/s of Work/s.

1.12 If such factors are identified and acknowledged by PEL within the warranty period, then PEL will, at its own cost, resolve such bugs or shortcomings, and re-deploy any necessary code changes through successive environments, deploy again into Client’s UAT environment for Client re-certification, then deploy into Client’s live business Production environment.

1.13 Software bugs (error, flaw, failure or fault which causes an incorrect or unexpected result or causes the software to behave in unintended ways) in delivered software not authored by PEL, (i.e.) core product code, operating system code, database system code etc) are not warranted by PEL and the impact of such code errors upon a contracted delivery or service will require funding via the agreed Change Control process.

2 Clients’ Obligations Relating to Consulting Services

2.1 To assist PEL in the provision of the Services, Client shall at its own expense make available when required:

2.1.1 Access to Client’s computer equipment including any software;

2.1.2 Reasonable working space and facilities; appropriate local and wide area network access.

2.1.3 If requested by PEL, a nominated individual, responsible for operation of Client’s computer equipment;

2.1.4 If requested by PEL, remote connection via network connection or one on-line port and ADSL/VPN to the computer equipment upon which any software is running;

2.1.5 Such information relating to Client’s business as PEL shall reasonably require to fulfil PEL’s obligations hereunder.

2.2 Failure by Client to provide any such assistance may prohibit effective action by PEL and render PEL unable to perform the Services and in such circumstances PEL shall have no liability to perform its obligations under this Agreement to the extent that performance is prohibited by such failure of Client.

3 Consulting Services Team Qualifications

3.1 PEL’s consultancy Services team is comprised of highly-experienced consultant personnel with many years of EAM and mobility solution delivery and experience. PEL’s personnel hold the relevant level of certifications with our partner companies to allow us to implement solutions based on their products. Client can request from PEL at any time during the provision of Services (or before such at tendering, RFI or bidding stage) information regarding the qualifications or experience of the consultant staff involved in the provision or potential provision of Services to Client.

4 Background Checks and Security Clearances for Consulting Services Team

4.1 In the event that any Statement of Work or proposal governed under the umbrella terms of the MSA (listed in the Addendum A of this document) requires security vetting, the undertaking of background check procedures, or the attainment of specific security level certification clearances for the named PEL consultants to be involved in the provision of the consulting Services, then:

4.2 PEL will require Client to provide financial sponsorship (in full, unless otherwise agreed within the contract or agreement governed under the umbrella terms of the MSA (listed in the Addendum A of this document) in order to attain such clearances or to undertake all or any required background checks or vetting procedures, if such clearances or checks are provided or supplied by a third party and carry a cost; or

4.3 PEL will require Client to provide such vetting, checks, attainment of security clearance, or provision of required training course or induction attendance as required free of charge to PEL, if such processes or required attainments are provided internally within Client’s business and are not provided or supplied by a third party. PEL consultant attendance to any such training or induction events as required will be charged to Client as per the Table of Consultancy/Billable Support Rates in the relevant Statement of Work or Proposal.

5 Termination/Cancellation of Consulting Services (Time and Materials Basis for Implementation Services Projects)

5.1 Services undertaken as per the Statement of Works governed under the umbrella terms of the MSA (listed in the Addendum A of this document) will be charged on a Time and Materials basis. Such services will end upon the earlier of:

5.1.1 The Specification for such services being met; or

5.1.2 PEL having provided the estimate total hours set out in the Specification for such services.

5.2 If PEL determine either:

5.2.1 That the Services will not be completed by the end date; or

5.2.2 That it will be necessary to exceed the hours for such Services, then:

5.2.3 PEL will notify Client as soon as practical. Client may then terminate the Services (paying only for the effort expended by PEL up to that time) or authorise PEL to continue on the same charging basis as before.

5.3 In the event that PEL has not fully satisfied the Specification and either the:

5.3.1 End date has been reached; and/or

5.3.2 The estimate total hours has been expended by PEL, then:

5.3.3 Client may authorise PEL (in writing) to continue providing Services at the applicable charging rate hereunder, in order to meet the Specification.

5.4 In the event that Client chooses to cancel/terminate the contracted implementation/delivery services prior to the agreed commencement date for such services works, then PEL reserve the right to recover from Client the services revenue as planned and forecast by the project plan in place at the date of termination, to a maximum of thirty (30) days forwards from date of termination.

5.5 In the event that Client chooses to cancel/terminate the contracted implementation/delivery services once these have already been initiated, PEL reserve the right to apply the following rules of cancellation:

6 Payments and Charges Relating to Consulting Services

6.1 PEL shall levy the Charges (by the submission of invoices in accordance with clause 5.6.2 below) in respect of the Services monthly in arrears.

6.2 Each invoice shall contain the elements as specified within the Schedule(s) of the Statement of Work governed under the umbrella terms of the MSA (listed in the Addendum A of this document). Client hereby agrees to pay the Charges levied within thirty (30) days of Tax Point Date of invoice.

6.3 Where PEL agrees at the request of Client to perform the Services outside of or in addition to Office Hours, PEL may impose such higher Charges in accordance with its then current practice which PEL shall notify to Client prior to commencement of such services.

6.4 PEL reserves the right to charge Client interest in respect of the late payment of any sums due under this Agreement (as well after as before judgement) at the maximum rate permitted by law from the due date thereof until payment.

6.5 Should Client have any query over the contents of any invoice issued by PEL, it shall so notify PEL within seven (7) days of the date of issue of the relevant invoice, failing which Client shall be deemed to accept such invoice as conclusive evidence of the performance of the Services as specified therein.

7 Expenses Relating to Consulting Services

7.1 Client also agrees to pay all reasonable travel, accommodation and subsistence expenses incurred by PEL in the performance of the Services and reimburse PEL with the cost of providing any computer facilities, access to internet networking, storage media, data preparation, document photocopying, report printing, courier charges, telephone charges or the like as required in the performance of the Services.

7.2 Such expenses will be charged to the Client at cost unless agreed differently in any relevant SoW.

7.3 Administrative costs associated with additional requirements for receipt compilation, reporting and multiple system entry will be priced at an agreed additional charge.

7.4 Such expenses will be included within the same monthly billing cycle as the invoicing of the Services and billed monthly in arrears.