Scantrust will perform Professional Services as set forth in the Order or SOW under which it will deliver to Customer the performance, other deliverables and/or training materials (each a “Deliverable”) in relation to the Platform (the “Professional Services”).
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Customer Responsibilities. Customer shall (i) designate a representative for the duration of the Professional Services and provide the resources necessary to allow for the timely provision of Professional Services; and (ii) obtain such third-party licenses and approvals as are necessary for Scantrust’s performance of the Professional Services. Customer acknowledges that Scantrust’s ability to perform Professional Services will be contingent to Scantrust’s receipt of timely, accurate and complete data, information, feedback, assistance, specifications and/or payments from Customer and its agents, and that Scantrust shall not be liable for any delay or failure to perform its obligations hereunder resulting from Customer’s or its agents’ failure to comply with its responsibilities.
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Completion. Scantrust will notify Customer by email upon completion of the Professional Services. Professional Services shall be deemed accepted unless Customer, acting reasonably, provides written notice of non-acceptance by email within 5 business days following such notification, which notice shall include detailed explanations of the tasks that have not been correctly completed. Scantrust shall work to correct any non-conformities and, upon completion, notify Customer thereof for reconsideration in compliance with this paragraph. The date of acceptance of Professional Services for the first SOW shall be the “UAT Date.”
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Change Order. If Customer or Scantrust requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services, the party seeking the change shall propose the changes by written notice. Within 2 business days of receipt of the written notice, each party’s project leads shall meet, either in person or via telephone conference, to discuss and agree upon next steps for the proposed changes. Scantrust will prepare a change order describing the proposed changes to the SOW and the applicable change in timelines, fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Agreement.
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR LOSS OF USE OR DATA) HOWEVER CAUSED, EVEN IF A PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SCANTRUST FOR THE USE OF THE PLATFORM IN THE 12 MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.