Implementation Services Terms
Version 1.0•Effective: 1 February 2026
These Implementation Services Terms govern the provision of Implementation Services by Service Provider to the Customer, and are incorporated into and form an integral part of the MSA.
Capitalised terms not defined in these Implementation Terms have the meanings given in the MSA.
In the event of any conflict between the MSA and these Implementation Terms, these Implementation Terms shall prevail with respect to Implementation Services only.
1. Definitions
For purposes of these Implementation Terms:
1.1"Implementation Package" means the bundle of Implementation Services (including the applicable Platform Consulting Hours), selected by Customer and specified in the applicable Order Form.
1.2"Implementation Services" has the meaning given in the MSA.
1.3"Implementation Services Terms" has the meaning given in the MSA.
1.4"Platform Consulting" means operational and technical support services relating to Customer's implementation, configuration, and use of the Platform, including guidance on Platform features and best practices, as further described in the applicable Order Form.
1.5"Platform Consulting Hours" means the time-based units of Platform Consulting included in the applicable Implementation Package, as specified in the applicable Order Form, and provided by Service Provider on a time-and-materials basis.
1.6"Delivery Period" means the period during which Implementation Services are intended to be delivered, as specified in the Order Form or otherwise agreed in writing.
2. Scope of Implementation Services
2.1Scope of Implementation Services. Implementation Services are intended to support Customer's onboarding and use of the Platform. Depending on the applicable Implementation Package, Implementation Services may include, without limitation: (a) onboarding sessions and guidance on Platform functionality; (b) Platform configuration assistance relating to the subscribed Suites; (c) training sessions for Customer's Users; (d) guidance on Platform features and workflows; (e) migration support and assistance with transferring content into the Platform, where applicable; (f) email-based support and follow-up communications relating to onboarding and initial configuration; and (g) other onboarding-related support.
The specific scope, components, and deliverables included in a particular Implementation Package are determined by the options selected by Customer during the ordering process made available by Service Provider (including via Service Provider's website available at https://www.pritect.ai/onboarding) and/or as otherwise agreed between the Parties and reflected in the applicable Order Form. Customer is solely responsible for selecting the Implementation Package that meets its needs.
2.2Customer Responsibility for Compliance. Implementation Services do not include legal, regulatory, or professional advice and do not replace Customer's independent assessment of its compliance obligations.
2.3Additional Implementation Services. Customer may purchase additional Implementation Services at any time during the Term, subject to availability and as agreed between the Parties in an applicable Order Form.
3. Implementation Packages and Hours
3.1Implementation Package Confirmation. An Implementation Package purchased by Customer shall be specified and confirmed in the applicable Order Form.
3.2Included Platform Consulting Hours and Package Components. Each Implementation Package includes a defined number of Platform Consulting Hours, as described in the applicable Order Form. Unless expressly stated otherwise in the applicable Order Form, all components of the Implementation Package are delivered using and deducted from those Platform Consulting Hours.
3.3Delivery Format and Hour Consumption. Unless otherwise agreed in writing: (a) All Implementation Services are provided on a time-and-materials basis and are deducted from the allocated Platform Consulting Hours based on the actual time spent by Service Provider, regardless of the format of delivery; (b) Platform Consulting Hours are tracked in increments of fifteen (15) minutes; (c) Implementation Services may be delivered through remote sessions, written guidance, and reasonable follow-up communications; and (d) Implementation Services are limited to the total number of Platform Consulting Hours included in the applicable Implementation Package, unless additional Platform Consulting Hours are ordered in accordance with Section 6.
4. Scheduling and Delivery
4.1Delivery Period. Service Provider will use reasonable efforts to deliver Implementation Services during the Delivery Period.
4.2Method of Delivery and Business Hours. Implementation Services are delivered during Service Provider's normal business hours in the CET/CEST time zone, unless otherwise agreed.
4.3Dependencies and Delivery Timeline Factors. Customer acknowledges that delivery timelines for Implementation Services may depend on Customer's availability, responsiveness, and provision of required information, as well as on the availability, performance, and compatibility of third-party tools, integrations, or Customer systems, and that delays caused by such dependencies are outside Service Provider's reasonable control.
4.4Missed Sessions and Rescheduling. Service Provider may treat scheduled Implementation Services sessions as delivered and deduct the scheduled duration from the allocated Platform Consulting Hours if Customer fails to attend or cancels without reasonable prior notice. For purposes of this Section, reasonable prior notice means at least twenty-four (24) hours before the scheduled session, unless otherwise agreed. Where practicable, Service Provider will use reasonable efforts to reschedule such session, subject to availability.
4.5Delivery Team. Implementation Services may be delivered by Service Provider personnel with different levels of seniority and areas of expertise, as determined by Service Provider based on the nature of the requested support and the scope of the applicable Implementation Package.
4.6Tracking and Reporting of Hours. Service Provider will track the consumption of Platform Consulting Hours and, unless otherwise agreed, will provide Customer with periodic summaries of hours used and remaining, typically on a monthly basis. Such summary is for informational purposes only.
Any summary of hours provided by Service Provider shall be deemed accepted unless Customer raises a reasonable objection within thirty (30) days of receipt.
5. Customer Responsibilities
The Customer responsibilities set out in this Section 5 are in addition to, and do not limit, the Customer responsibilities under the MSA.
5.1Cooperation and Required Inputs. Customer shall cooperate in good faith and provide reasonable assistance necessary for Service Provider to perform Implementation Services, including: (a) ensuring that relevant Users are available for scheduled sessions; (b) providing accurate and complete information reasonably required for configuration and onboarding; (c) timely reviewing and responding to Service Provider requests; and (d) ensuring that Customer decisions and approvals required for configuration are provided in a timely manner.
5.2Customer Point of Contact. Customer shall designate one primary point of contact for coordination of Implementation Services. Customer may designate additional contacts; however, the primary contact shall be responsible for overall coordination and decision-making, unless otherwise agreed.
5.3Customer Delays. Service Provider shall not be responsible for delays or inability to deliver Implementation Services caused by Customer's failure to meet these responsibilities.
6. Out of Scope Services and Additional Work
6.1Out of Scope Services. Any work that: (a) falls outside the scope of the applicable Implementation Package; or (b) requires Platform Consulting Hours in excess of those included in the applicable Implementation Package, shall be treated as additional Implementation Services.
6.2Ordering Additional Implementation Services. Service Provider will inform Customer if additional Platform Consulting Hours are required and provide an estimate where reasonably practicable.
Additional Implementation Services may be ordered by email or other written confirmation from a Customer representative, authorised to bind Customer in respect of such purchases, and will be subject to the terms of these Implementation Terms and the applicable fees as agreed between the Parties.
7. Completion and Expiry of Hours
7.1Completion of Implementation Services. Implementation Services will be deemed completed upon the earliest of: (a) delivery of the Implementation Services described in the applicable Order Form; (b) exhaustion of the Platform Consulting Hours included in the applicable Implementation Package; or (c) expiration of the Delivery Period.
Unless otherwise specified in the applicable Order Form, any unused Platform Consulting Hours expire six (6) months from the Effective Date of the applicable Order Form.
7.2Exhaustion of Platform Consulting Hours. Where Platform Consulting Hours are exhausted before completion of the Implementation Services described in the applicable Order Form, any further Implementation Services shall be subject to Customer ordering additional Platform Consulting Hours in accordance with Section 6.
7.3Unused Hours. For the avoidance of doubt, unused Platform Consulting Hours are not refundable and do not carry over to any subsequent Implementation Package purchased by Customer, unless otherwise agreed by the Parties in writing.
7.4Use Restrictions. Platform Consulting Hours are not transferable between Order Forms and may not be combined across different Implementation Packages, unless otherwise agreed by the Parties in writing.
8. No Guarantee of Outcomes
8.1Outcomes and Disclaimer. Service Provider will use reasonable efforts to support Customer's onboarding and initial use of the Platform. However, Service Provider does not guarantee that Implementation Services will achieve any specific result, business outcome, or compliance outcome.
8.2Customer Responsibility. For the avoidance of doubt, and without prejudice to Customer's responsibilities set out in the MSA (including Section 3 of the MSA), Customer remains solely responsible for its use of the Platform, the configuration choices it makes, and its compliance with applicable law.
9. Fees and Payment
9.1Fees. Fees for Implementation Services are specified in the applicable Order Form.
9.2Payment and Billing. Implementation Services are governed by the payment terms of the MSA, unless otherwise stated in the applicable Order Form.
9.3Discounts and Promotions. Service Provider may, at its discretion, offer discounts, promotional pricing, or other commercial incentives relating to Implementation Services. Any such discount or promotional pricing shall apply only if expressly reflected in the applicable Order Form.
10. Intellectual Property and Materials
10.1Ownership of Materials. Any templates, training materials, documentation, know-how, or other materials provided by Service Provider as part of Implementation Services remain the intellectual property of Service Provider or its licensors.
10.2Permitted Use. Customer may use such materials internally solely for purposes of using the Platform during the Term.
11. Confidentiality and Data Protection
11.1Data Protection. Any Processing of Customer Personal Data in connection with Implementation Services is governed by the DPA.
11.2Confidentiality. Confidentiality obligations under the MSA apply to Implementation Services.
12. Limitation of Liability
Any liability arising out of or in connection with Implementation Services is subject to the limitations of liability set out in the MSA.
13. Changes to Implementation Terms
Service Provider may update these Implementation Terms as needed. Updated Implementation Terms will apply only to Implementation Services ordered after the effective date of such update, unless Customer agrees otherwise.