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Maxis Digital Services Terms and Conditions – Solution Terms - Professional Services

 

Version 30 March 2021 posted on 27 April 2021.

 

  1. Contract Structure
    1. Customer desires to obtain from Maxis, and Maxis desires to provide to Customer, certain professional services as may be agreed upon by Customer and Maxis from time to time as set out in a Registration Form and/or Solution Pack ("Professional Services").
    2. The Base Terms together with these Solution Terms, the Registration Form and the Solution Pack entered into by the Parties together comprise the Agreement documenting the terms and conditions under which Customer agrees to purchase, and Maxis agrees to provide, such Professional Services.
  1. Acceptance
    1. Acceptance Test Plan. For those deliverables requiring acceptance testing, the Parties will mutually agree an acceptance test plan, including objective acceptance criteria. In the absence of any acceptance process in the Agreement, acceptance of deliverables will occur upon delivery.

    2. Acceptance Test Procedure.
      Maxis will notify Customer when a deliverable is ready for acceptance testing.

      Upon completion of testing, Customer will either sign the acceptance report provided by Maxis or notify Maxis in writing with details of any failure of the deliverable to conform to the acceptance criteria in the acceptance test plan.

      Maxis will correct any non-conformance within a reasonable time and will redeliver the deliverable by repeating the above steps as necessary to verify conformance with the acceptance test plan.

      Where deliverables are provided on a time and materials basis, Customer will pay for all time expended by Maxis for such corrections.

      In the event that Maxis is unable to remedy the non-conformance, Customer's sole remedy will be to either (i) accept the deliverable, as delivered, without warranty, subject to reasonable price adjustment to be agreed between Maxis and Customer, or (ii) accept alteration to the deliverables (with price adjustment if applicable).

    3. Acceptance of Deliverables.  Deliverables requiring acceptance testing will be deemed accepted upon the earlier of (i) when Customer advises Maxis of their acceptance; (ii) three (3) Business Days after completion of testing if no notice of non-conformance is issued by Customer and received by Maxis; or (iii) when Customer uses the deliverables for any purpose other than testing and review. Customer will not unreasonably withhold or delay acceptance of deliverables.
  1. Consents and Cooperation
    1. If Professional Services require any consents, Customer is required to obtain all necessary approvals, licenses, authorizations, consents and permits to enable Maxis to (i) reasonably access Customer sites, or (ii) use, access, maintain or modify Customer Equipment, Customer’s (or third party) software or hardware, or other materials provided by Customer, to the extent necessary to provide the Professional Services stated in the Agreement. 
    2. Customer will (i) ensure that its personnel cooperate fully with Maxis in relation to the provision of Professional Services, and (ii) promptly provide Maxis with such information and documents as it may reasonably request for the proper performance of its obligations hereunder. Customer shall be responsible for ensuring such information is true, accurate, complete and not misleading in any material respect.
  1. Delay

Maxis shall use all reasonable endeavours to perform the Professional Services by the dates set out in the Solution Pack and in any project plan. Unless specifically agreed to the contrary in the Solution Pack, Maxis shall have no liability for liquidated or other damages arising out of such delay.

  1. Representations and Warranties
    1. Maxis warrants the deliverables will conform materially to their written specifications for seven (7) days following acceptance (where the deliverables require acceptance testing) or following delivery (where there is no acceptance process agreed between the Parties). If Customer notifies Maxis of a non-conformity during such seven (7)-day period, Maxis will promptly remedy the impacted deliverables.
    2. Maxis does not warrant (i) that any deliverable, advice, report, data or Professional Services are free from errors; (ii) any business results Customer may wish to achieve; (iii) complete protection against any security or other risks; or (iv) hardware and/or software products of third parties incorporated in deliverables or otherwise provided in connection with Professional Services.
    3. To the extent hardware and/or software products of third parties are incorporated in deliverables or otherwise provided in connection with Professional Services, such hardware and/or software products are warranted in accordance with the applicable third parties’ standard warranties as attached to the Agreement.
  1. Intellectual Property
    1. Unless otherwise agreed in a Registration Form, Maxis retains all intellectual property rights in deliverables and grants Customer a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of such deliverables internally. 
    2. Any third party software incorporated into any deliverable will be subject to the license terms applicable to such software.
    3. Customer grants Maxis a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Maxis to perform the Professional Services.
  1. Termination for Cause by Customer

If the Agreement is terminated for cause by Customer before acceptance of all deliverables, Maxis shall deliver to Customer copies of the applicable deliverables generated or completed by Maxis for which Maxis has received payment.

  1. Customer Data
    1. "Customer Data" means all data, software, and information that Customer or its authorized users provide or authorize Maxis to have access to as part of Professional Services.
    2. Customer is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to, Maxis, including its Affiliates and contractors, to use, provide, store and otherwise process Customer Data as part of Professional Services. This includes Customer making necessary disclosures and obtaining consent, if required, before providing individuals' information, including personal or other regulated data in such Customer Data. If any Customer Data could be subject to governmental regulation or may require security measures beyond those specified by Maxis for Professional Services, Customer will not input, provide, or allow such Customer Data without Maxis' prior written consent. 
    3. Customer bears ultimate responsibility over the Customer Data and Maxis has no liability for loss, corruption, or destruction of Customer Data.