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Intelligent IT Solutions Inc.
5600 N. River Rd, Suite 800
Rosemont, IL 60018 U.S.A.
2425 Matheson BLVD E, Suite 800
Mississauga, ON L4W 5K4 Canada
T: +1 312-957-7920
T: +1 877-220-7920
F: +1 877-315-7020
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Terms and Conditions of Statement Of Work (SOW)
Assumptions: IITS may make certain assumptions while specifying the Services and deliverables detailed in this Statement of Work (SoW). It is the Customer's responsibility to identify any incorrect assumptions or take immediate action which will make all of IITS's assumptions correct. IITS has made the following specific assumptions while specifying the Services detailed in the SoW:
(1) If the assumptions used to develop the SoW are found to be incorrect, the parties agree to meet and negotiate, in good faith, equitable changes to the SoW, Service Levels and/or Fee Schedule, as appropriate. (2) The prices for the Services are based on Customer's environment as known by IITS at the time of execution of the SoW. If the volumes, consumption factors or requirements change by +/- five (5%) percent, IITS will adjust the pricing to reflect these changes. (3) Any necessary travel associated with the Services will be conducted during normal business hours (Monday through Friday, between 8 a.m. and 5 p.m. local Customer time), unless specifically indicated otherwise in the SoW. (4) IITS reserves the right to perform the work remotely according to a schedule mutually agreed to by both Customer and IITS. (5) IITS is not responsible for resolving compatibility or other issues that cannot be resolved by the manufacturer or for configuring hardware or software in contradiction to the settings supported by the manufacturer. (6) IITS is not responsible for project or Service delivery delays caused by Customer facility or personnel challenges. (7) Completing transition within the agreed timeframe is contingent upon IITS receiving the necessary Customer information and gaining access to the necessary Customer resources, personnel, and facilities in a timely manner. (8) IITS's pricing does not assume the assumption of any Customer or third party personnel, hardware, software, equipment or other assets currently utilized in the Customer's operating environment (9) IITS reserves the right to sub-contract portions or all of the requested Services. (10) As used in the SoW, "Knowledge Transfer", "Demonstrations" and "Documentation", and all references thereto, and the pricing quoted herein specifically exclude any IITS Training and Certification Services. Knowledge Transfer outlines only an informal transfer of basic knowledge of the IITS services from the on-site IITS engineer to Customer's local contact or IT representative. IITS Training and Certification Services offerings are available by Customer subject to a separate price quote. (11) Customer has been advised by IITS of the risks associated with the Service and the performance of such Services, including but not limited to, physical damage to the product and loss of data; and that, notwithstanding such risks, Customer wishes IITS to perform the Services. (12) Customer is required to ensure all equipment has a valid support contract/warranty for SLA implications. (13) IITS will not spend extended time troubleshooting non-working existing (not new) hardware under any circumstances (14) Standard scheduling lead times will be required. (15) The work can be conducted on evenings or weekends if the client requests. Additional charges apply. (16) Network and power infrastructure will be in place at the project site. (17) Union labor is not required at the site. (18) Security Clearances are not required at the site. (19) No equipment will need to be recycled. (20) All necessary cabling will be at the site.
Customer Responsibilities: Both Customer and IITS are responsible for collaborating on the execution of the Services. IITS's responsibilities have been set forth elsewhere in the SoW. Customer agrees generally to cooperate with IITS to see that the Services are successfully completed. Customer agrees to the following assigned responsibilities:
(1) Prior to the start of the SoW, Customer will indicate to IITS in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the "Customer Contact"). Failure to do so might result in an increase in project hours and/or length in schedule. (2) Customer will provide technical points-of-contact, who have a working knowledge of the enterprise components to be considered during the Services ("Technical Contacts"). IITS may request that meetings be scheduled with Technical Contacts. (3) The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements. (4) The Customer Contact will ensure that any communication between Customer and IITS, including any scope-related questions or requests, are made through the appropriate IITS Project Manager. (5) The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service. (6) The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations. (7) The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. (8) Customer may be responsible for developing or providing documentation, materials and assistance to IITS and agrees to do so in a timely manner. IITS shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer's failure to provide such timely documentation, materials and assistance. (9) The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site, a safe working environment, an adequate office space, and parking as required. (10) Customer will inform IITS of all access issues and security measures, and provide access to all necessary hardware and facilities. (11) Customer is responsible for providing all hardware, software, internet access, and facilities for the successful completion of the Services. Facilities and power must meet IITS's requirements for the products and Services purchased. (12) Customer agrees to complete a customer satisfaction survey when provided.
General: IITS shall not be responsible for a failure to provide Services to the extent caused by: (1) any omissions, oversights, errors, or failures by Customer to perform its responsibilities under the SoW or the Agreement; (2) problems caused by Customer software or data; (3) a defect or deficiency with respect to Customer's network, systems, or other equipment; (4) failures of hardware not maintained by IITS; or (5) modifications to hardware made by a party other IITS or its representatives.
IITS shall notify Customer and use commercially reasonable efforts to perform notwithstanding the occurrence of one or more of the foregoing events (with Customer reimbursing IITS for its additional out of pocket expenses for such efforts).
Invoice & Payment Terms: Invoice for Services will be issued upon receipt of customer signature of a SOW. Payment for the Product must be made by IITS supported payment service, or some other prearranged payment method unless credit terms are extended to you. If credit terms have been agreed to by IITS, all invoices are due and payable within fourteen (14) days after the date of the invoice. IITS may invoice parts of an order separately. No financing option is available at this time. Any applicable local and federal sales taxes are additional and will be shown on the invoice.
Expenses: Expenses are included in the price, unless otherwise specified. Also, unless the scope changes, IITS will not charge any additional expenses in connection with delivering the Services without the expressed written consent of Customer. Additional expenses include project related expenses including actual, reasonable and necessary travel and living expense, etc.
Scope changes: The SOW, once agreed upon, by signature acceptance, is the binding document which will drive the engagement from inception to completion. The Services will be performed strictly adhering to the scope section tasks or deliverables section and related Appendices, if attached. Any changes in the agreed upon scope of the project could, and most likely would, lead to changes in tasks, timelines, and price. Additional fees will apply if Customer changes or expands the scope of the work. Any additional work that is required outside the scope of the SOW requires written approval by Customer and IITS. The receiving party will review the proposed Change Request and determine whether the change is acceptable or requires modifications. Both parties will review the proposed Change Request and will (i) approve it, (ii) agree to further investigation, or (iii) reject it. When the parties agree to the change, they will sign the Change Request, which upon signing by both parties will constitute authorization to implement the change.
Project management: The IITS Project Manager and the Customer Contact will serve as the point-of-contact for all communications and any modifications to the scope, requirements, or responsibilities under the SOW.
Project engagement: Work may not be scheduled or commenced until the Purchase Order and/or signed SOW are received by IITS. Upon receipt of a signed SOW and/or Purchase Order, a Project Manager will contact you to begin project scheduling.
Project delivery: Project scheduling will be based by IITS project manager upon Customer's schedule preferences/requirements and the availability of required resources.
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