Professional Services Agreement

1. SCOPE OF PROFESSIONAL SERVICES

1.1 Included Consulting Hours

ScopeStack provides a set number of consulting hours as part of the platform subscription ("Included Consulting Hours") for onboarding, document template development, solution design, and general advisory services. The number of Included Consulting Hours will be specified in the Sales Order Form ("SOF"). These Included Consulting Hours expire at the end of the subscription term and do not roll over.

1.2 Additional Consulting Hours

If Customer requires consulting services beyond the Included Consulting Hours, additional consulting time may be purchased at a rate of $250 per hour. Additional Consulting Hours are billed in five-hour increments and are subject to availability.

1.3 Exclusions

Professional Services do not include general product support (covered under ScopeStack's Technical Support Terms). Custom software development and third-party integrations are not included unless explicitly agreed upon in a SOF.

2. SALES ORDER FORM

2.1 Ordering Process

Professional Services are delivered based on an executed Sales Order Form (SOF), which will specify:

• Scope of work and deliverables.
• Consulting hours allocated (if applicable).
• Fees and payment terms.
• Timeline and milestones.

2.2 Changes to Scope

Any changes to the scope, deliverables, or timeline must be agreed upon in a written change order, which may include additional fees. ScopeStack is not obligated to perform work outside the defined scope without an approved change order.

3. FEES & PAYMENT

3.1 Fees for Professional Services

Included Consulting Hours: Consulting hours included in the platform subscription fee are subject to the annual 5% automatic price increase, as outlined in the ScopeStack Terms of Service (Section 5.1).

Additional Consulting Hours: Consulting services beyond the included hours may be purchased at a rate of $250 per hour. This rate shall remain fixed and is not subject to the annual increase. Fees for Additional Consulting Hours are due upon invoicing and are non-refundable.

3.2 Payment Terms

Invoices for Additional Consulting Hours are issued monthly in arrears, or as otherwise agreed in writing. Payment is due within 30 days of the invoice date. Late payments may result in the suspension of additional Professional Services.

4. CUSTOMER RESPONSIBILITIES

4.1 Customer Cooperation

Customer agrees to:

• Provide timely access to relevant systems, personnel, and data required for service delivery.
• Assign a point of contact for project coordination.
• Review and approve deliverables in a timely manner to prevent delays.

4.2 Delays & Dependencies

If Customer fails to provide necessary information or approvals, ScopeStack may adjust the timeline and charge additional fees for rescheduling. ScopeStack is not liable for delays caused by Customer's failure to fulfill its responsibilities.

5. ACCEPTANCE OF DELIVERABLES

5.1 Review Period

Customer has 5 business days from the delivery of a milestone or final deliverable to review and accept or reject it. If no response is received within 5 business days, the deliverable is deemed accepted.

5.2 Revisions

If a deliverable does not conform to the SOF, ScopeStack will make reasonable modifications at no additional cost. Any additional revisions beyond the original scope may be subject to additional fees.

6. TERM & TERMINATION

6.1 Agreement Term

This Agreement remains in effect as long as ScopeStack provides Professional Services to Customer.

6.2 Termination

Either party may terminate this Agreement if the other party materially breaches and fails to cure the breach within 30 days of written notice. Customer may cancel a SOF with 30 days' written notice, but no refunds will be provided for fees already paid.

7. CONFIDENTIALITY & INTELLECTUAL PROPERTY

7.1 Confidentiality

Any non-public information exchanged under this Agreement is considered Confidential Information. Each party agrees to protect and not disclose Confidential Information, except as required by law.

7.2 Ownership of Deliverables

Ownership of Deliverables: ScopeStack retains all right, title, and interest in and to any software, templates, documentation, methodologies, and deliverables created as part of Professional Services.

If expressly agreed in a Sales Order Form (SOF), ScopeStack may grant Customer a limited, non-exclusive, non-transferable license to use specific deliverables solely for internal business purposes. This license does not grant any rights to modify, sublicense, resell, or otherwise commercially exploit the deliverables.

Nothing in this Agreement shall be construed as transferring ownership of any intellectual property rights to Customer.

8. WARRANTIES & DISCLAIMERS

8.1 ScopeStack Warranties

ScopeStack warrants that:

• It will perform services in a professional and workmanlike manner.
• Deliverables will materially conform to the SOF requirements.

8.2 Disclaimers

ScopeStack does not warrant that deliverables will be error-free or that they will meet all of Customer's specific needs. Any third-party software or integrations provided as part of Professional Services are not warranted by ScopeStack.

9. LIABILITY & INDEMNIFICATION

9.1 Limitation of Liability

ScopeStack's total liability for any claims arising under this Agreement shall not exceed the total Professional Services fees paid by Customer in the 12 months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.

9.2 Indemnification

ScopeStack agrees to indemnify Customer against claims that deliverables infringe third-party intellectual property rights. Customer agrees to indemnify ScopeStack for any claims arising from Customer Data or misuse of deliverables.

10. GENERAL TERMS

10.1 Governing Law

This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles.

10.2 Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved through binding arbitration in Wilmington, Delaware, administered by a mutually agreed arbitration provider under its applicable rules. Judgment on the arbitration award may be entered in any court with jurisdiction. Nothing in this section precludes either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.3 Entire Agreement

This Agreement, along with the applicable SOF and ScopeStack Terms of Service, constitutes the entire agreement between the parties.

Contact Information

If you have any questions about this Professional Services Agreement, please contact us at: