Professional Services Agreement (PSA)
This Professional Services Agreement ("PSA") is entered into between North shore Consulting Inc. ("NSC") and the entity accepting this PSA by executing a document referencing this agreement ("Customer"). This PSA governs all orders placed under it. NSC and Customer agree as follows:
1. Scope of Services
1.1 Subject to this PSA, NSC will provide Customer with professional services, including consulting, implementation, and/or training services, as outlined in executed Statements of Work ("SOW") or accepted Estimates/Order Forms. These services ("Professional Services") are governed by this PSA. Modulo grants Customer a non-exclusive, worldwide, limited right to use deliverables and training materials solely for Customer's internal operations.
2. Terms and Conditions for Training
2.1 Training Deliverables
Customer bears any costs for printing, shipping, and copying training materials. Deliverables are for internal use only and may not be modified, resold, sublicensed, replicated, or used to develop competing products without Modulo’s written consent. Training sessions may not be recorded. Remote training will use teleconferencing or similar platforms.
2.2 Onsite Delivery
Customer is responsible for appropriate training facilities, including internet access, demo accounts, projectors, computers, and reasonable amenities.
3. Change Management Process
Change requests to specifications, requirements, or deliverables must be made in writing. Parties will meet within 48 hours to discuss changes. Approved changes will be formalized through a signed Change Order, which becomes part of this PSA.
4. Property Rights
4.1 Intellectual Property Rights
Customer retains all rights to Customer Confidential Information and materials. Modulo retains all rights to its technology, platforms, processes, know-how, and improvements (collectively "Modulo Property"), excluding any embedded Customer Property.
5. Professional Services Warranty
5.1 Modulo warrants that services will be delivered professionally and in line with industry standards. Customer must report any deficiencies within 60 days.
5.2 Modulo does not guarantee error-free, uninterrupted services, or services meeting every specific requirement. Modulo is not liable for performance issues caused by Customer data, third-party services, or third-party applications.
5.3 For any breach, Customer’s exclusive remedy is the correction of deficient services or, if not possible, a refund of pre-paid, unused fees.
5.4 This warranty is exclusive. There are no other implied warranties, including merchantability or fitness for a particular purpose.
6. Limitations of Liability
6.1 Neither party is liable for indirect, consequential, incidental, or punitive damages, or for loss of profits, data, goodwill, or reputation.
6.2 Modulo’s aggregate liability under this PSA shall not exceed the fees paid for services under the applicable SOW during the 12 months prior to the event giving rise to the claim.
7. Indemnification
7.1 Each party will defend and indemnify the other against third-party claims alleging intellectual property infringement caused by the provider's materials, subject to timely notice and cooperation.
7.2 Remedies include modifying materials to be non-infringing, obtaining necessary licenses, or refunding applicable fees if services are terminated.
7.3 No indemnity is provided if infringement arises from modifications, improper use, or use of outdated materials.
8. Payment Provisions
8.1 Fees and Payments
Fees and expenses are defined in each SOW or Estimate/Order Form. Payment terms are net 30 days unless otherwise specified. Fees are non-refundable except as explicitly stated.
8.2 Taxes
Customer is responsible for all applicable taxes, excluding Modulo’s income taxes. Tax obligations may be invoiced to Customer.
9. Term and Termination
9.1 Each SOW becomes effective upon execution and terminates upon project completion, unless stated otherwise.
9.2 This PSA terminates automatically when all SOWs and Estimates/Orders are complete or terminated. Upon termination, Customer must cease using deliverables and services.
10. Confidentiality
10.1 Confidential Information includes PSA terms, pricing, and any information clearly marked as confidential.
10.2 Confidentiality obligations do not apply to information publicly available, lawfully possessed, independently developed, or disclosed by third parties without breach.
10.3 Confidentiality obligations survive five years post-disclosure. Disclosure is permitted to employees or contractors under confidentiality obligations or under legal requirements.
11. Governing Law and Jurisdiction
This PSA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.
12. Notices
All notices must be in writing. Notices to Modulo should be sent to:
Modulo Cloud Solutions Inc.
[Insert Modulo Office Address Here]
Attention: Legal Department
13. General Provisions
13.1 Entire Agreement
This PSA, together with referenced SOWs, forms the entire agreement. Purchase orders or other administrative documents will not modify the PSA.
13.2 Assignment
Neither party may assign this PSA without the other's written consent, except in the case of Modulo’s corporate restructuring.
13.3 Independent Contractor
Modulo’s relationship with Customer is that of an independent contractor. This PSA does not create a partnership, joint venture, or employment relationship.
13.4 Force Majeure
Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, labor strikes, internet failures, or government actions.
13.5 Survival
Sections concerning confidentiality, intellectual property, warranties, indemnification, payment obligations, and limitation of liability will survive termination.
13.6 CCPA (if applicable)
Where applicable, Modulo acts as a "Service Provider" under the California Consumer Privacy Act (CCPA) and agrees not to sell or improperly use Personal Information.