28th October 2020
- Customer - the party purchasing the Consulting Service via a Statement of Work.
- Customer Information - Customer information, systems, software, and resources such as workspace, network access, telephone connections, and the like provided to or required by EnterpriseDB personnel in order to perform the Services.
- Services – the specific services that EnterpriseDB will provide to Customer as described in a Statement of Work, signed by the parties.
- Statement of Work - an underlying work document detailing the Services.
Any terms used but not defined herein shall have the meanings ascribed them in the Master Services Agreement between the parties, if any.
Work will be deemed complete upon completion of the applicable Services.
BILLED TIME AND HOURS WORKED
Unless otherwise specified, Services will be billed per consulting day. Each consulting day is considered to be 8 consulting hours long. Each consulting hour includes a compulsory 5-minute break within it. Every 4 consulting hours a long break of up to one hour may be taken for which the Customer is not billed. When a full day is not allocated to a specific Customer, time will be billed in minimum one-hour increments.
Total Working Time
In no circumstances will any individual be expected to work more than 48 hours in any 7-day period and any requests to do so may be refused by the individual for reason of health and safety.
Hours of Work
EnterpriseDB staff may be requested to work during the hours 08:00 to 19:00 in the timezone of the EnterpriseDB staff member. If no specific start or finish time has been specified then work may start as late as 10:00 and may finish as early as 16:00, at the discretion of the individual member of staff.
Out of Hours Work
Work that is required to be performed outside of the above hours will be billed at 1.5 times the actual duration of the task. Any task required to be performed on a weekend or national holiday will have a minimum billing of 4 hours.
Reasonable expenses shall be agreed in advance for travel, accommodation and meals for the provision of Services. Typically, these will be agreed at a fixed price, smoothing the process of expense claim for both Customer and EnterpriseDB.
Customer recognises that advance booking is essential to reducing costs for items such as hotel rooms, flights and the like. Payment of expenses must be made within the time specified, otherwise expenses may be increased beyond that previously agreed. Customer shall pay all expenses for travel. Should the Customer change dates or if the Services are subsequently cancelled, Customer remains responsible for the expenses associated with any changes, cancellation fees, or expenses to the extent the same are non-cancellable. In the case of deferral of Service, additional expenses may be required to allow completion of Service as requested, even if the expenses were referred to as Fixed Price.
Health and Safety
If EnterpriseDB personnel are working at premises provided and/or arranged by Customer, (a) Customer will provide a safe and secure working environment for EnterpriseDB personnel, and (b) EnterpriseDB comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which EnterpriseDB employees have been notified directly by Customer in advance.
Customer is responsible for computer and network security during any access by EnterpriseDB staff to Customer equipment. Customer is responsible for ensuring that access details refer to the correct servers and the full liability remains with Customer for any access to computer systems that are owned by third parties or have shared or disputed ownership.
Customer may provide EnterpriseDB access to Customer Information, as reasonably required by EnterpriseDB in order to provide the Services. Customer understands and agrees that (a) the completeness, accuracy of, and extent of access to, any Customer Information provided to EnterpriseDB may affect EnterpriseDB’s ability to provide Services, and (b) if reasonable access to Customer Information is not provided, EnterpriseDB will be relieved from providing any Services dependent upon such access. Customer will obtain any third party consents necessary to grant EnterpriseDB access to the Customer Information that is subject to the proprietary rights of, or controlled by, any third party, or which is subject to any other form of restriction upon disclosure.
Changes to Work and Delays
Changes to the Services will be made only through a written change order signed by both parties. In the event that (a) Customer fails to timely fulfil its obligations under an Statement of Work, and this failure adversely impacts the provision of Services, or (b) events outside of either party’s reasonable control cause a delay in or otherwise affect EnterpriseDB’s ability to perform its obligations under a Statement of Work, EnterpriseDB will be entitled to appropriate relief, including, without limitation, adjusting the timing of its delivery of applicable Services.
Ownership shall be controlled by the base agreement mutually agreed upon that is part of this document. If no such clause exists in such base agreement, all ownership to the results of any Services shall be as follows:
- All work product related to Services surrounding open source software shall be subject to the applicable license agreement (e.g., Postgres).
- All work product related to Services surrounding software license by EnterpriseDB shall be and remain the sole and exclusive property of EnterpriseDB and Customer will undertake any reasonable steps to vest such ownership in EnterpriseDB.