TrueContext Professional Services Terms And Conditions

Last updated on February 14, 2025 

By signing a TrueContext Order Form or Statement of Work that references these terms and conditions (the “Professional Services Terms and Conditions”), the entity identified on the Order Form or Statement of Work (“Customer”) and TrueContext Inc. (“TrueContext”) each confirm that it has read, understands, and agrees to be bound by these Professional Services Terms and Conditions. TrueContext and Customer may be referred to individually as a “Party” and collectively as the “Parties”. All capitalized terms used herein, but not defined, shall have the respective meanings assigned to such terms in the Agreement.

1. Scope of Professional Services: Unless otherwise provided in an Order Form or Statement of Work, TrueContext shall perform the Professional Services described in the applicable Order Form or Statement of Work as follows to the extent applicable:
   
   
   1. Professional Services Health Check: TrueContext will provide Customer with the following services (the “Professional Services Health Check”): (i) kick-off call to align on project goals, stakeholders and associated roles and responsibilities; (ii) abstract and review current deployment and provide overview of usage and trends, and recommend strategy in team restructuring and form archiving; (iii) up to five deep dive forms with high utilization (or chosen by you) and identify opportunity to leverage TrueContext newly released features; (iv) up to five deep dive forms with low utilization (or chosen by Customer) to determine cause; and (v) summarize and present findings and actions in a proposal.  TrueContext is not responsible for the following activities and/or deliverables in respect of the Professional Services Health Check: (i) requirement review and sign-off; (ii) form build/modification; (iii) custom output build/modification; (iv) user, user group and formspace creation/updates; (v) creation of user acceptance testing scripts; (vi) creation of custom operating manual and user guide; (vii) provision of repeat training and orientation to Customer personnel; (viii) integration to any third-party system; (ix) execution of recommended actions; and (x) modification of production instance.  Assuming the combined project team meet the agreed upon target dates, the Professional Services Health Check takes an average of 10 to 12 weeks from kick-off to complete. The Expiration Date of the Professional Services Health Check for purposes of Section 2(g) of these Professional Services Terms and Conditions is 180 calendar days of Effective Date of the Order Form or Statement of Work.
   2. Professional Services Integration Consultation: TrueContext shall provide Customer with consultation (i.e., no build) services to identify the right end points for its custom integration solution as follows (“Professional Services Integration Consultation”): (i) kick-off call to align on goals, stakeholders and associated roles and responsibilities; (ii) consult with Customer on the TrueContext developer REST APIs and out-of-the-box integration best practices; (iii) assist Customer in understanding the workflow (data source, data destination and documents); (iv) guide Customer on how to create DREL JSON documents and how to set up Customer’s HTTP data source and data destinations (GET, POST, PUT or PATCH requests) and how JSON is structured; (v) participation in technical solution calls; and (vi) up to 30 hours to work with a TrueContext Implementation Specialist.  TrueContext is not responsible for the following activities and/or deliverables in respect of the Professional Services Integration Consultation: (i) requirement review and sign-off; (ii) form build/modification; (iii) custom output build/modification; (iv) user, user group and formspace creation/updates; (v) creation of user acceptance testing scripts; (vi) creation of custom operating manual and user guide; (vii) provision of repeat training and orientation to Customer resources; (viii) integration to any third-party system; and (ix) modification of Customer’s production instance. Assuming the combined team meet the agreed upon target dates, the Professional Services Integration Consultation takes an average of 10 to 12 weeks from kick-off to complete. The Expiration Date of the Integration Consultation Professional Services for purposes of Section 2(g) of these Professional Services Terms and Conditions is 180 calendar days of Effective Date of the Order Form or Statement of Work.
   3. Starter Service On-Demand:  TrueContext will provide Customer with Professional Services consisting of up to 12 hours of implementation services (“Starter Service On-Demand Package”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Starter Service On-Demand: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; and (v) integration to any third-party system.  The Expiration Date of the Starter Service On-Demand for purposes of Section 2(g) of these Professional Services Terms and Conditions is 180 calendar days of the Effective Date of the Order Form or Statement of Work.
   4. Bronze Service On-Demand:  TrueContext will provide Customer with Professional Services consisting of up to 24 hours of implementation services (“Bronze Service On-Demand”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Bronze Service On-Demand: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; and (v) integration to any third-party system.  The Expiration Date of the Bronze Service On-Demand for purposes of Section 2(g) of these Professional Services Terms and Conditions is 180 calendar days of the Effective Date of the Order Form or Statement of Work.
   5. Silver Service On-Demand: TrueContext will provide Customer with Professional Services consisting of up to 50 hours of implementation services (“Silver Service On-Demand”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Silver Service On-Demand: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; and (v) integration to any third-party system.  The Expiration Date of the Silver Service On-Demand for purposes of Section 2(g) of these Professional Services Terms and Conditions is 180 calendar days of the Effective Date of the Order Form or Statement of Work.
   6. Gold Service On-Demand:  TrueContext will provide Customer with Professional Services consisting of up to 130 hours of implementation services (“Gold Service On-Demand”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Gold Service On-Demand: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; and (v) integration to any third-party system.  The Expiration Date of the Gold Service On-Demand for purposes of Section 2(g) of these Professional Services Terms and Conditions is 365 calendar days of the Effective Date of the Order Form or Statement of Work.
   7. Platinum Service On-Demand:  TrueContext will provide Customer with Professional Services consisting of up to 280 hours of implementation services (“Platinum Service On-Demand”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Platinum Service On-Demand: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; and (v) integration to any third-party system.  The Expiration Date of the Platinum Service On-Demand for purposes of Section 2(g) of these Professional Services Terms and Conditions is 365 calendar days of the Effective Date of the Order Form or Statement of Work.
   8. Professional Services Hours: TrueContext will provide Customer with Professional Services consisting of up to the number of hours listed in the Order Form (“Professional Services Hours”) that can be used for: (i) form and custom output implementation and modification; (ii) workflow design, optimization and consultation; (iii) analytics; (iv) project management; (v) training; and (vi) administration assistance and support. TrueContext is not responsible for the following activities and/or deliverables in respect of the Professional Services Hours: (i) requirement review and sign-off; (ii) creation of user acceptance testing scripts; (iii) creation of custom operating manual and user guide; (iv) provision of repeat training and orientation to Customer personnel; (v) integration to any third-party system; (vi) such other Professional Services as the Parties may agree (via email is sufficient).  The Expiration Date of the Professional Services Hours for purposes of Section 2(g) of these Professional Services Terms and Conditions is: (i) 180 calendar days of the Effective Date of the Order Form or Statement of Work if the Professional Service Hours consist of less than 130 hours; and (ii) 365 calendar days of the Effective Date of the Order Form or Statement of Work if the Professional Service Hours consist of 130 or more hours.
   9. Custom Professional Services: As set forth in the Order Form or Statement of Work.
   10. Managed Services: TrueContext will provide Customer with Professional Services consisting of following: (i) the services of a dedicated TrueContext “Enterprise” Customer Success Manager; (ii) ad-hoc consulting for strategic initiatives using the Service; (iii) health assessment, maintenance and optimization  (iv) best practices consultation on new and existing workflows using the Service; (v) Advanced Analytics deployment and maintenance in respect of the Service (if Advanced Analytics purchased by Customer); (vi) project management; (vii) personalized TrueContext instructor led-training; and (viii) preferential routing of incoming support tickets to the top of the technical support assignment queue (the “Managed Services”). The Managed Services shall not include: (a) on-site professional services; (b) requirement review and sign-off; (c) the creation of user acceptance testing scripts; (d) the creation of custom operating manuals and user guides; (e) the provision of repeat training and orientation to Customer personnel; and (f) integration development to any Customer third-party system. The Managed Services will be available at the following service levels:
       
       – Essential Managed Services: 25% FTE / 10 hours per week;
       – Advanced Managed Services: 50% FTE / 20 hours per week; and
       – Premium Managed Services: 100% FTE / 40 hours per week,
       
       in each case, where the time and effort to be provided by TrueContext personnel in providing the Managed Services shall not exceed the percentage of the above specified FTE (full-time equivalent basis of a TrueContext personnel based on a 40 hour work week) for the applicable Managed Services set out in the Order Form and which, for clarity, shall not exceed on average the number of hours per week specified above in respect of such Managed Services calculated over a calendar month (pro-rated for any partial months) based on records maintained by TrueContext, and any unused Managed Services in a calendar month shall not carry forward to any subsequent months or renewal terms.
       
2. General: The following terms and conditions apply to all Professional Services unless otherwise provided in the Order Form or Statement of Work in respect of such Professional Services:
   
   
   1. Delivery: Delivery of all Professional Services will be remote.
   2. Schedule: Customer and TrueContext will mutually agree to, and baseline, a schedule in respect of the Professional Services upon completion of kick-off.
   3. Professional Service Fees: Customer shall pay TrueContext the Fees applicable to the Professional Services selected by Customer, as specified in the Order Form or Statement of Work.
   4. Customer Responsibilities: Customer will provide trained and qualified personnel who will perform Customer duties and tasks under the Agreement and/or the applicable Order Form or Statement of Work in respect of any Professional Services. Customer will provide a single point of contact who will coordinate Customer personnel involved in the Professional Services. Such Customer personnel will be available to TrueContext personnel on as needed basis, and perform Customer duties and tasks in respect of Professional Services, including without limitation providing responses to TrueContext’s inquiries in a timely manner and promptly reviewing of Professional Services deliverables in a timely manner. Any failure or delay by Customer to do so may delay the timing and completion of other deliverables and gives TrueContext the right to require reimbursement from Customer for any incremental costs to TrueContext arising from Customer’s failure or delay. Customer will provide TrueContext with the information, data and other materials (“Customer Materials”) reasonably required in support of the Agreement and/or the applicable Order Form or Statement of Work in order for TrueContext to perform the Professional Services. Customer is responsible for the accuracy and completeness of the Customer Materials.
   5. Ownership of Deliverables: Customer agrees that any original material or work delivered to Customer by TrueContext as part of the Professional Services, and feedback provided by Customer in respect thereof and any modifications thereto, will remain the property of TrueContext, including any copyright therein, provided however that TrueContext grants Customer a revocable, non-exclusive, non-transferable license to use such deliverables for Customer’s internal purposes for the Subscription Term and in accordance with the Agreement.
   6. Acceptance: TrueContext shall have fulfilled its obligations in respect of the Professional Services once it accomplishes the Professional Services. If the Professional Services deliverables do not materially conform with the specifications or other requirements in respect of such Professional Services (i.e., bugs in formulas and other issues related to misinterpretation by Customer assigned Implementation Specialist), Customer may deliver a written notice to the TrueContext’s assigned Implementation Specialist (or such other individual designated by TrueContext) of such non-conformance with sufficient details thereof to allow TrueContext to identify, diagnose and correct the non-conformance (a “Notice of Non-Conformance”) within three business days of delivery of the deliverables by TrueContext to Customer’s TrueContext account, failing which such deliverables will be deemed accepted. TrueContext will use commercially reasonable efforts to correct any material non-conformance identified in a Notice of Non-Conformance that TrueContext agrees is a material non-conformance within thirty (30) days of receipt of the Notice of Non-Conformance at the expense of TrueContext, provided that such corrective action does not exceed a total of one (1) hour.
   7. Expiration: Unless otherwise agreed by TrueContext, all Professional Services are to be delivered within the earlier of: (i) the “Expiration Date” in respect of the Professional Services; or (ii) if the Expiration Date is not specified, the end of the Subscription Term, failing which TrueContext may require, in its sole discretion, Customer to forfeit its right to receive the then-remaining Professional Services.
   8. Expenses: Unless otherwise specified in the Agreement, Customer agrees to reimburse TrueContext for pre-approved reasonable travel and out-of-pocket expenses incurred by TrueContext’s representatives when traveling to perform any Professional Services, in accordance with TrueContext’s then-current Travel & Expense Guidelines. For clarity, Professional Services are performed remotely unless otherwise mutually agreed and TrueContext acknowledges and agrees that no travel or out-of-pocket expenses shall be incurred other than in accordance with this Agreement and/or the applicable Order Form or Statement of Work.