Professional Services Agreement
THIS
AGREEMENT
GOVERNS
CUSTOMER’S
PURCHASE
AND
RECEIPT
OF
SFDC
PROFESSIONAL
SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY
ACCEPTING
THIS
AGREEMENT,
BY
(1)
CLICKING
A
BOX
INDICATING
ACCEPTANCE,
OR
(2)
EXECUTING
A
STATEMENT
OF
WORK
(“SOW”)
OR
ORDER
FORM
THAT
REFERENCES
THIS AGREEMENT,
CUSTOMER
AGREES
TO
THE
TERMS
OF
THIS
AGREEMENT.
IF
THE
INDIVIDUAL
ACCEPTING
THIS
AGREEMENT
IS
ACCEPTING
ON
BEHALF
OF
A
COMPANY
OR
OTHER LEGAL ENTITY, SUCH INDIVIDUAL
REPRESENTS
THAT
THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE
TERMS
AND
CONDITIONS,
IN
WHICH
CASE
THE
TERM
“CUSTOMER”
SHALL
REFER
TO
SUCH
ENTITY
AND
ITS
AFFILIATES.
IF
THE
INDIVIDUAL
ACCEPTING
THIS
AGREEMENT
DOES
NOT
HAVE
SUCH
AUTHORITY,
OR
DOES
NOT
AGREE
WITH
THESE
TERMS
AND
CONDITIONS,
SUCH
INDIVIDUAL
MUST
NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE PROFESSIONAL SERVICES.
SFDC’s
direct
competitors
are
prohibited
from
receiving
the
Professional
Services,
except
with
SFDC’s
prior
written
consent.
In
addition,
the
Professional
Services
may
not
be
received
for purposes of evaluating or monitoring their quality
or performance, or for any other benchmarking or competitive purposes.
This
Agreement
was
last
updated
on
March
8,
2024.
It
is
effective
between
Customer
and
SFDC
as
of
the
date
of
Customer’s accepting this Agreement.
1.
DEFINITIONS
“
Affiliate
”
means
any
entity
that
directly
or
indirectly
controls,
is
controlled
by,
or
is
under
common
control with the subject entity.
“Control,”
for
purposes
of
this
definition,
means
direct
or
indirect
ownership
or
control
of
more
than
50%
of
the
voting
interests of the subject entity.
“
Agreement
” means this Professional Services Agreement and any exhibits, schedules and addenda.
“
Change
Order
”
means
an
amendment to an SOW or Order Form, as applicable, as described in the “Change Orders” section below.
Change
Orders
will
be
deemed
incorporated
by
reference
in the applicable SOW or Order Form, as applicable in the absence
of an SOW.
“
Customer
”
means
in
the
case
of
an
individual
accepting
this
Agreement
on
his or her own behalf, such individual, or in the case of
an
individual
accepting
this
Agreement
on
behalf
of
a
company
or
other
legal
entity,
the
company
or
other
legal
entity
for
which
such
individual
is
accepting
this
Agreement,
and
Affiliates
of
that
company
or
entity
(for
so
long
as
they
remain
Affiliates) which have entered into SOWs or Order Forms for Professional Services.
“
Deliverable
” means any output of the Professional Services that is
identified as a Deliverable under an SOW or Order Form.
“
Online Services
” means any online, web-based services and associated offline components made available by SFDC (or one or more
SFDC Affiliates) to Customer under a separate agreement.
“
Order
Form
”
means
an
ordering
document
specifying
the
Professional
Services
to
be
provided
hereunder
and
that
is
entered
into
between
Customer
and
SFDC
or
any
SFDC
Affiliates,
including
any
addenda
and
supplements
thereto.
Order
Forms
governed,
in
whole
or
in
part,
by this Agreement must have a SOW attached thereto or expressly state that the Order Form or
certain
Professional
Services
provided
thereunder
are
governed
by
this
Agreement.
By
entering
into
an
Order
Form
hereunder,
an
Affiliate
agrees
to
be
bound
by
the
terms
of
this
Agreement
as
if
it
were
an
original
party
hereto.
Notwithstanding
any
language
to
the
contrary
in
the
Order
Form,
all
Professional
Services
purchased
under
an
Order
Form
are purchased separately from the Online Services and all references to “Order Form” herein shall not apply in any way to any
Online Services, including without limitation, with respect to payment obligations and termination rights
“
Professional
Services
”
means
work
performed
by
SFDC,
its
Affiliates,
or
its
or
their
respective
permitted
subcontractors under an
SFDC-PSA March 2024
Page 1 of 11
SOW or Order Form, including the provision of any Deliverables specified in such SOW or Order Form.
“
Professional
Services
Security,
Privacy
and
Architecture
Documentation
”
means
the
Security,
Privacy
and
Architecture
Documentation
applicable
to
the
Professional
Services
purchased
by
Customer,
as
updated
from
time
to
time, and accessible
via
SFDC’s
Legal
webpage
at
https://www.salesforce.com/company/legal/agreements/,
or
as
otherwise
made
reasonably
available by SFDC.
“
SFDC
”
means
the
Salesforce
company
described
in
the
“SFDC
Contracting
Entity,
Notices,
Governing
Law,
and
Venue”
section
below.
“
SOW
”
means
a
statement
of
work
describing
Professional Services to be provided hereunder, that is entered into between Customer
and
SFDC
or
any
SFDC
Affiliates
or
which
is
incorporated
into
an
Order
Form
that
is
entered
into
between
Customer
and
SFDC
or
any
SFDC
Affiliates.
An
SFDC
Affiliate
that
executes
an
SOW
with
Customer
will
be
deemed
to
be
“SFDC”
as
such term is used in this Agreement. SOWs or Order Forms will be deemed incorporated herein by reference.
2.
PROFESSIONAL SERVICES
2.1.
Scope
of
Professional
Services.
SFDC
will
provide
to
Customer
the
Professional
Services
specified
in
each SOW or Order
Form
(as
applicable),
subject
to
Customer’s
payment
of
all
applicable
fees
as
set
forth
in
the
“Fees”
section
of
this
Agreement.
2.2.
Relationship
to
Online
Services.
This
Agreement
is
limited
to
Professional
Services
and
does
not
convey
any
right
to
use
Online
Services.
Any
use
of Online Services by Customer will be governed by a separate agreement. Customer agrees that its
purchase
of
Professional
Services
is
not
contingent
on
the
delivery
of
any
future
Online
Service
functionality
or
features,
other
than Deliverables, subject to the terms of the applicable SOW or Order Form, or on any oral or written public comments
by SFDC regarding future Online Service functionality or features.
2.3.
Protection
of
Professional
Services
Customer
Information.
SFDC
will
maintain
appropriate
technical
and
organizational
measures
for
the
protection
of
the
security,
confidentiality
and
integrity
of
Professional
Services
Customer
Information,
as
defined
and
described
in
the
Professional
Services
Security,
Privacy
and
Architecture
Documentation.
The
terms
of
the data
processing
addendum
at
https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/professional-service-agreements-and-
terms/psa-data-processing-addendum.pdf
(
“PSDPA
”) posted as of the Effective Date are hereby incorporated by reference and
shall
apply
to
Personal Data, as defined in the PSDPA. To the extent Personal Data from the European Economic Area (EEA),
the
United
Kingdom
and
Switzerland
are
processed
by
SFDC,
the
Standard
Contractual
Clauses
shall
apply,
as
further
set
forth
in
the
PSDPA.
For
the
purposes
of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the
data
exporter,
and
Customer's
execution of this Agreement, and an applicable Affiliate's execution of an SOW or Order Form,
as applicable, shall be treated as its execution of the Standard Contractual Clauses and appendices.
3.
CUSTOMER COOPERATION
3.1.
Cooperation.
Customer
will
cooperate
reasonably
and
in
good
faith
with
SFDC
in
its
performance
of Professional Services
by, without limitation:
(a)
Resources.
Assigning
an
internal
project
manager
as
primary
point
of
contact
for
each
project
and
allocating
sufficient
resources
to perform its obligations under each SOW or Order Form;
(b)
Actions.
i)
Promptly
responding
to
SFDC
inquiries and providing Customer deliverables including accurate information,
data,
and
feedback
as
necessary
for
the
project,
ii)
actively
participating
in
scheduled
meetings
and
performing
other
obligations
required
under
each SOW or Order Form, and iii) to the extent necessary for the applicable project, providing
appropriate administrative access to Customer’s Online Service account;;
(c)
Facilities
and
Equipment.
To
the
extent
necessary
for
the
applicable
project,
providing
at
no
charge
to
SFDC,
office
workspace and access to other facilities, and suitably configured computer equipment with Internet access.
3.2.
Delays.
If
SFDC
is
unable
to
perform
the
Professional
Services
due
to
a
Customer
delay,
including
failure
to
comply
with
Section 3.1 above, Customer may be responsible for additional resource fees.
4.
DELIVERY AND CHANGE ORDERS
4.1.
Delivery
of
Services.
SFDC
will
provide
the
Professional
Services,
including
any
Deliverables,
in
accordance
with
the
Agreement and the applicable SOWs or Order Forms.
SFDC-PSA March 2024
Page 2 of 11
4.2.
Change
Orders.
Changes
to
a
SOW
or
Order
Form
will
require
a
written
Change
Order
signed
by
the
parties
prior
to
implementation
of
the
changes.
Such changes may include, for example, changes to the scope of work and any corresponding
changes to the estimated fees and schedule.
5.
FEES, INVOICING AND TAXES
5.1.
Fees.
Customer
will
pay SFDC for the Professional Services at the rates specified in the applicable SOW or Order Form, or if
no
rate
is
specified
in
the
SOW
or
Order
Form,
SFDC’s
standard
rates
in
effect
at
the
time
the
SOW
or
Order
Form
is
executed.
Professional
Services
are
provided
on
either
a
time-and-materials
or
fixed
fee
basis,
as
provided
in
an
SOW
or
Order
Form.
Any
amount
set forth in a time-and-materials SOW is solely a good-faith estimate for Customer’s budgeting and
SFDC’s
resource-scheduling
purposes,
and
is
not
a
guarantee
that
the
work
will
be
completed
for
that
amount;
the
actual
amount
may
be
higher
or
lower.
If
the
estimated
amount
is
expended,
SFDC
will
continue
to
provide
Professional
Services
under
the
same
rates
and
terms.
SFDC
will
periodically
update
Customer
on
the
status
of
the
Professional
Services
and
the
fees accrued under SOWs or Order Forms.
5.2.
Incidental
Expenses.
Customer
will
reimburse
SFDC
for
reasonable
travel
and
out-of-pocket
expenses
incurred
in
connection
with
Professional
Services.
If
an
estimate
of
incidental
expenses
is
provided
in
the
applicable
SOW
or
Order
Form, SFDC will not exceed such estimate without the written consent of Customer.
5.3.
Invoicing
and
Payment.
Charges
for
Professional
Services
sold
on
a
SOW
will
be
invoiced
monthly
in
arrears
unless
otherwise
expressly
stated
in
the
applicable
SOW.
Charges
for
Professional
Services sold on an Order Form will be invoiced
in
advance
in
the
manner
as
provided
in
the
Order
Form,
as
applicable,
unless
otherwise
expressly
stated
therein.
Invoiced
amounts
will
be
due
net
30
days
from
the
invoice
date.
Customer
is
responsible
for
providing
SFDC
with
its
complete
and
accurate billing and contact information and notifying SFDC of any changes to such information.
5.4.
Overdue
Charges.
Subject
to
the
“Payment
Disputes”
section,
if
any
invoiced
amount
is
not
received
by
SFDC
by the due
date,
then
without
limiting
SFDC’s
rights
or
remedies,
(a)
those
charges
may
accrue
late
interest
at
the
rate
of
1.5%
of
the
outstanding
balance
per
month,
or
the
maximum
rate
permitted
by
law,
whichever
is
lower,
and/or
(b) SFDC may condition
future
purchases
of
Professional
Services
on
payment
terms
shorter
than
those
specified
in
the
“Invoicing
and
Payment”
section.
5.5.
Suspension
of
Professional
Services.
Subject
to
the
“Payment
Disputes”
section,
if
any
amount
owing
by
Customer
under
this
or
any
other
agreement
for
SFDC’s
Professional
Services
is
30
days
or
more
overdue,
SFDC
may,
without
limiting
its
other rights and remedies, suspend its performance of Professional Services until such amounts are paid in full.
5.6.
Payment
Disputes.
SFDC
will
not
exercise
its rights under the “Overdue Charges” or “Suspension of Professional Services”
sections
above
if
Customer
is
disputing
the
applicable
charges
reasonably
and
in
good
faith
and
cooperating
diligently
to
resolve the dispute.
5.7.
Taxes.
SFDC’s
fees
do
not
include
any
taxes, levies, duties or similar governmental assessments of any nature, including, for
example,
value-added,
sales,
use
or
withholding
taxes,
assessable
by
any
jurisdiction
whatsoever
(collectively,
“
Taxes
”).
Customer
is
responsible
for
paying
all
Taxes
associated with its purchases hereunder. If SFDC has the legal obligation to pay
or
collect
Taxes
for
which
Customer
is
responsible
under
this
section,
SFDC
will
invoice
Customer
and
Customer
will
pay
that
amount,
unless
Customer
provides
SFDC
with
a
valid
tax
exemption
certificate
authorized
by
the
appropriate
taxing
authority. For clarity, SFDC is solely responsible for taxes assessable against it based on its income, property and employees.
6.
PROPRIETARY RIGHTS AND LICENSES
6.1.
Customer
Intellectual
Property.
Customer
does
not
grant
to
SFDC
any
rights
in
or
to
Customer’s
intellectual
property
except such licenses as may be required for SFDC to perform its obligations hereunder.
6.2.
Confidential
Information.
As
between
the
parties,
each
party
retains
all
ownership
rights
in
and
to
its
Confidential
Information.
6.3.
License
for
Contract
Property.
Subject
to Customer’s payment of fees due under an applicable SOW or Order Form, SFDC
grants
Customer
a
worldwide,
perpetual,
non-exclusive,
non-transferable,
royalty-free
license
to
copy,
maintain, use and run
(as
applicable)
solely
for
its
internal
business purposes associated with its use of SFDC’s online and offline services anything
developed
by
SFDC
for
Customer,
including
Deliverables,
under
this
Agreement
(“
Contract
Property
”).
SFDC
and
Customer
each
retains
all
right,
title
and
interest
in
its
respective
intellectual
property and SFDC retains all ownership rights
in the Contract Property.
7.
CONFIDENTIALITY
7.1.
Definition
of
Confidential
Information.
“
Confidential
Information
”
means
all
information
disclosed
by
a
party
(“
Disclosing
Party
”) to the other party (“
Receiving Party
”), whether orally or in writing, that is designated as confidential or
SFDC-PSA March 2024
Page 3 of 11
that
reasonably
should
be
understood
to
be
confidential
given
the
nature
of
the
information
and
the
circumstances
of
disclosure.
Confidential
Information
of
each
party
includes
the
terms
and
conditions
of
this
Agreement
and
all
SOWs
or
Order
Forms
(including
pricing),
as
well
as
business
and
marketing
plans,
strategies,
data,
technology
and
technical
information,
product
plans
and
designs,
and
business
processes
disclosed
by
such
party.
However,
Confidential
Information
does
not
include
any
information
that
(i)
is
or
becomes generally known to the public without breach of any obligation owed
to
the
Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of
any
obligation
owed
to
the
Disclosing
Party,
(iii)
is
received
from
a
third
party
without
knowledge
of
any
breach
of
any
obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2.
Protection
of
Confidential
Information.
The
Receiving
Party
will
use
the
same
degree
of
care
that
it
uses
to
protect
the
confidentiality
of
its
own
confidential
information
of
like
kind
(but
not
less
than
reasonable
care)
to
(i)
not
use
any
Confidential
Information
of
the
Disclosing
Party
for
any
purpose
outside
the
scope
of
this
Agreement,
and
(ii)
except
as
otherwise
authorized
by
the
Disclosing
Party
in
writing,
limit
access
to
Confidential
Information
of
the
Disclosing
Party
to
those
of
its
and
its
Affiliates’
employees
and
contractors
who
need
that
access
for
purposes
consistent
with
this
Agreement
and
who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective
of
the
Confidential
Information
than
those
herein.
Neither
party
will
disclose
the
terms
of
this
Agreement
or
any
SOW
or
Order
Form
to
any
third
party
other
than
its
Affiliates,
legal
counsel
and
accountants
without
the
other
party’s
prior
written
consent,
provided
that
a
party
that
makes
any
such
disclosure
to
its
Affiliate,
legal
counsel
or
accountants
will
remain
responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
7.3.
Compelled
Disclosure.
The
Receiving
Party
may
disclose
Confidential
Information
of
the
Disclosing
Party
to
the
extent
compelled
by
law
to
do
so,
provided
the
Receiving
Party
gives
the
Disclosing Party prior notice of the compelled disclosure
(to
the
extent
legally
permitted)
and
reasonable
assistance,
at
the
Disclosing
Party's
cost,
if
the
Disclosing
Party
wishes
to
contest
the
disclosure.
If
the
Receiving
Party
is compelled by law to disclose the Disclosing Party’s Confidential Information
as
part
of
a
civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure,
the
Disclosing
Party
will
reimburse
the
Receiving
Party
for
its
reasonable
cost
of
compiling
and
providing
secure
access
to
that Confidential Information.
8.
REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1.
Representations.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2.
Warranty.
SFDC
warrants
that
the
Professional
Services
will
be
performed
in
a
professional
and
workmanlike
manner
in
accordance
with
generally
accepted
industry
standards.
For
any
breach
of
the
above
warranty,
Customer’s exclusive remedy
and
SFDC’s
entire
liability
will
be
the
re-performance
of
the
applicable
Professional
Services.
If
SFDC
is
unable
to
re-perform
the
Professional
Services
as
warranted,
Customer
will be entitled to recover the Professional Services fees paid to
SFDC
for
the
deficient
Professional
Services.
Customer
must
make
any
claim
under
the
foregoing
warranty
to
SFDC
in
writing within 90 days of performance of such Professional Services in order to receive warranty remedies.
8.3.
Disclaimer.
EXCEPT
AS
EXPRESSLY
PROVIDED
HEREIN,
NEITHER
PARTY
MAKES
ANY
WARRANTY
OF
ANY
KIND,
WHETHER
EXPRESS,
IMPLIED,
STATUTORY
OR
OTHERWISE,
AND
EACH
PARTY
SPECIFICALLY
DISCLAIMS
ALL
IMPLIED
WARRANTIES,
INCLUDING
ANY
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
OR
NON-INFRINGEMENT,
TO
THE
MAXIMUM
EXTENT
PERMITTED
BY APPLICABLE LAW.
9.
INDEMNIFICATION
9.1.
Mutual
Indemnity.
Each
party
(the
“Indemnitor”) will defend the other party (the “Indemnitee”) against any claim, demand,
suit
or
proceeding
(“Claim”)
made
or
brought
against
the
Indemnitee
by
a third party (i) arising out of death, personal injury
or
damage
to
tangible
property
to
the
extent
caused
by Indemnitor’s personnel in its performance or receipt of, as applicable,
the
Professional
Services,
and
(ii)
alleging
that
any
information,
design,
specification,
instruction,
software,
data or material
furnished
by
the
Indemnitor
hereunder
(“
Material
”)
infringes
or
misappropriates
such
third
party's
intellectual
property
rights,
and
will
indemnify
the
Indemnitee
from
any damages, attorneys fees and costs finally awarded against the Indemnitee
as
a
result
of,
or
for
amounts
paid
by
Indemnitee
under
a
settlement
approved
in
writing
by
Indemnitor
of, any such Claim,
provided
that
the
Indemnitee:
(a)
promptly
gives
the
Indemnitor
written
notice
of
the
Claim;
(b)
gives
the
Indemnitor
sole
control
of
the
defense
and
settlement
of
the
Claim (except that the Indemnitor may not settle any Claim unless the settlement
unconditionally
releases
the
Indemnitee
of
all
liability);
and
(c)
gives
the
Indemnitor
all
reasonable
assistance,
at
the
Indemnitor’s
cost.
The
Indemnitor
will
have
no
liability
for
any
such
Claim
described
in
subsection
(ii)
above
to
the
extent
that
(1)
it
arises
from
specifications
or
other Material provided by the other party, or (2) such claim is based on modifications
to
the
Material
by
anyone
other than Indemnitor. In the event that some or all of the Material is held or is reasonably believed
by
the
Indemnitor
to
infringe
or
misappropriate,
the
Indemnitor
may,
in
its
discretion
and
at
no
cost
to
the
Indemnitee,
(A)
modify
or
replace
the
Material
so
it
is
no
longer
claimed
to
infringe
or
misappropriate,
(B)
obtain
a
license
for
the
Indemnitee’s
continued
use
of
the
Material
in
accordance
with
this
Agreement,
or
(C) require return of the affected Material
SFDC-PSA March 2024
Page 4 of 11
and
all
rights
thereto
from
the
Indemnitee.
If
the
Indemnitor
exercises
option
(C),
either
party
may
terminate
the
relevant
SOW
or
Professional
Services
purchased
under
an
Order
Form
upon
10
days’
written
notice
given
within
30
days
after
the
Indemnitor’s
exercise
of
such
option,
subject
to
the
“Payment
Upon
Termination”
section
below.
The
above
defense
and
indemnification
obligations
do
not
apply
to
the
extent
a
Claim
arises
from
Indemnitee’s
breach
of
this
Agreement
or
the
applicable SOW or Order Form.
9.2.
Exclusive
Remedy.
This
“Indemnification”
section
states
the
indemnifying
party’s
sole
liability
to,
and
the
indemnified
party’s exclusive remedy against, the other party for any third-party claim described in this section.
10.
LIMITATION OF LIABILITY
10.1.
Limitation
of
Liability.
IN
NO
EVENT
SHALL
THE
AGGREGATE
LIABILITY
OF
EACH
PARTY TOGETHER WITH
ALL
OF
ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT
PAID
BY
CUSTOMER
AND
ITS
AFFILIATES
HEREUNDER
FOR
THE
STATEMENT
OF
WORK
OR
ORDER
FORM
OUT
OF
WHICH
THE
LIABILITY
AROSE.
THE
FOREGOING
LIMITATION
WILL
APPLY
WHETHER
AN
ACTION
IS
IN
CONTRACT
OR
TORT
AND
REGARDLESS
OF
THE
THEORY
OF
LIABILITY,
BUT
WILL
NOT
LIMIT
CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION.
10.2.
Exclusion
of
Consequential
and
Related
Damages.
IN
NO
EVENT
WILL EITHER PARTY OR ITS AFFILIATES HAVE
ANY
LIABILITY
ARISING
OUT
OF
OR
RELATED
TO
THIS
AGREEMENT FOR ANY LOST PROFITS, REVENUES,
GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR
PUNITIVE
DAMAGES,
WHETHER
AN
ACTION
IS
IN
CONTRACT
OR
TORT,
AND
REGARDLESS
OF
THE
THEORY
OF
LIABILITY,
EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH
DAMAGES
OR
IF
A
PARTY’S
OR
ITS
AFFILIATES’
REMEDY
OTHERWISE
FAILS
OF
ITS
ESSENTIAL
PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.
TERM AND TERMINATION
11.1.
Term.
This
Agreement
commences
on
the
Effective
Date
and
will
remain
in
effect
until
terminated
in
accordance
with
this
section.
11.2.
Termination for Convenience
. Either party may terminate this Agreement at any time for convenience upon 10 days’ written
notice
to
the
other.
To
the
extent
there
are
SOWs
or
Order
Forms
in
effect
when
a
party
terminates
this
Agreement,
such
SOWs
or
Order
Forms
shall
continue
to
be
governed
by
this
Agreement
as
if
it
had
not
been
terminated.
Customer
may
terminate an individual SOW or Order Form for convenience to the extent set forth in such SOW or Order Form.
11.3.
Termination
for
Cause.
A
party
may
terminate
this
Agreement
and/or
any
SOW
or
Order Form for cause: (i) upon 30 days
written
notice
to
the
other
party
of
a material breach if such breach remains uncured at the expiration of such period, or (ii) if
the
other
party
becomes
the
subject
of
a
petition
in
bankruptcy
or
any
other
proceeding
relating
to
insolvency, receivership,
liquidation or assignment for the benefit of creditors.
11.4.
Payment
Upon
Termination.
Upon
any
termination
of
an
SOW
or
Order
Form,
Customer
will
pay,
in
accordance with the
“Invoicing
and
Payment”
section
of
this
Agreement,
any unpaid fees and expenses incurred on or before the termination date
(such
Professional
Services
fees
to
be
paid
on
a
time-and-materials
or
percent-of-completion
basis,
as
appropriate).
In
the
event
that
Customer
terminates
an
SOW
or
Order
Form
for
cause
and
Customer
has
pre-paid
any
fees
for
Professional
Services not yet received, SFDC will refund such pre-paid fees. In the event that SFDC terminates an SOW or Order Form for
cause,
any
pre-paid
fees
for
Professional
Services
charged
on
a
fixed-fee
basis
are
non-refundable,
unless
expressly
stated
otherwise in an SOW or Order Form.
11.5.
Surviving
Provisions.
The
sections
titled
“License
for
Contract
Property,”
“Confidentiality,”
“Representations,
Warranties,
Exclusive
Remedies
and
Disclaimers,”
“Fees,
Invoicing
and
Taxes,”
“Indemnification,” “Limitation of Liability,” “Term and
Termination” and “General” will survive any termination or expiration of this Agreement.
12.
INSURANCE
Each
party
will
maintain,
at
its
own
expense
during the term of this Agreement, insurance appropriate to its obligations under
this
Agreement,
including
as
applicable
general
commercial
liability,
errors
and
omissions,
employer
liability,
automobile
insurance, and worker’s compensation insurance as required by applicable law.
13.
GENERAL
13.1.
Compliance with Laws.
Each party will comply with all laws and governmental rules and regulations that apply to such
party in its performance of its obligations and exercise of its rights, under this Agreement.
13.2.
Export
Compliance.
The
Professional
Services,
including
Deliverables
SFDC
makes
available, and derivatives thereof may
be
subject
to
export
laws
and
regulations
of
the
United
States
and
other
jurisdictions.
Each
party
represents
that
it
is
not on
SFDC-PSA March 2024
Page 5 of 11
any U.S. government denied-party list. Neither party will access or use any Deliverables or Confidential Information provided
to
it
hereunder
in
a
U.S.-embargoed
country
or
region
(currently
the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North
Korea,
Syria
),
as
may be updated from time-to-time at
https://www.salesforce.com/company/legal/compliance/
or in violation
of any U.S. export law or regulation.
13.3.
Anti-Corruption.
Neither
party
has
received
or
been
offered
any
illegal
or improper bribe, kickback, payment, gift, or thing
of
value
from
an
employee
or
agent of the other party in connection with this Agreement. Reasonable gifts and entertainment
provided in the ordinary course of business do not violate the above restriction.
13.4.
Entire
Agreement
and
Order
of
Precedence.
This
Agreement
is
the
entire
agreement
between
Customer
and
SFDC
regarding
the
provision
and
receipt
of
Professional
Services
and
supersedes
all
prior
and
contemporaneous
agreements,
proposals
or
representations,
written
or
oral,
concerning
its
subject
matter.
No
modification,
amendment,
or
waiver
of
any
provision
of
this
Agreement
will
be
effective
unless
in
writing
and
signed
by
the
party
against
whom
the
modification,
amendment
or
waiver
is
to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in
Customer’s
purchase
order
or
in
any
other
Customer
order
documentation
will
be
incorporated
into
or
form
any
part
of this
Agreement,
and
all
such
terms
or
conditions
will
be
void.
In
the
event
of
any
conflict or inconsistency among the following
documents, the order of precedence shall be: (1) the applicable SOW or Order Form, (2) any exhibit, schedule or addendum to
this Agreement and (3) the body of this Agreement.
13.5.
Relationship
of
the
Parties.
The
parties
are
independent
contractors.
This
Agreement
does
not
create
a
partnership,
franchise,
joint
venture,
agency,
fiduciary
or
employment
relationship
between
the
parties.
Each
party
will
be
solely
responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
13.6.
No Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement.
13.7.
Personnel.
SFDC will be responsible for the performance of Professional Services by its personnel, including subcontractors.
13.8.
Waiver.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.9.
Severability.
If
any
provision
of
this
Agreement
is
held
by
a
court
of
competent
jurisdiction
to
be
contrary
to
law,
the
provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.10. Assignment.
Neither
party
may
assign
any
of
its
rights
or
obligations
hereunder,
whether
by
operation
of
law
or otherwise,
without
the
other
party’s
prior
written
consent
(not
to
be
unreasonably
withheld),
provided however, either party may assign
this
Agreement
in
its
entirety
(including
all
SOWs
or
Order
Forms,
as
applicable),
without
the
other
party’s
consent,
to
its
Affiliate
or
in
connection
with
a
merger,
acquisition,
corporate
reorganization,
or
sale
of
all
or
substantially
all
of its assets.
Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control
in
favor
of,
a
direct
competitor
of
the
other party, then such other party may terminate this Agreement upon written notice. A
party’s
sole
remedy
for
any
purported
assignment
by
the
other
party
in breach of this paragraph will be, at the non-assigning
party’s
election,
termination
of
this
Agreement
upon
written
notice
to
the
assigning
party.
Subject
to
the
foregoing,
this
Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.11. SFDC
Contracting
Entity,
Notices,
Governing
Law,
and
Venue.
The
SFDC
entity
entering
into
this
Agreement,
the
address
to
which
Customer
should direct notices under this Agreement, the law that will apply in any lawsuit arising out of or
in
connection
with
this
Agreement,
and
the
courts
that have jurisdiction over any such lawsuit, depend on where Customer is
domiciled.
For Customers domiciled in North or South America
If Customer is
domiciled in:
The SFDC entity
entering into this
Agreement is:
Notices should be addressed
to:
Governing law is:
Courts with
exclusive
jurisdiction are:
Any country
other than
Brazil or
Canada
Salesforce, Inc. (f/k/a
salesforce.com, inc.),
a Delaware
corporation
Salesforce Tower, 415 Mission
Street, 3rd Floor, San
Francisco, California, 94105,
U.S.A., attn: VP, Worldwide
Sales Operations, with a copy
to attn: General Counsel
California and
controlling United
States federal law
San Francisco,
California, U.S.A.
Brazil
Salesforce Tecnologia
Ltda.
Av. Jornalista Roberto
Marinho, 85, 14º Andar -
Brazil
São Paulo, SP,
Brazil
SFDC-PSA March 2024
Page 6 of 11
Cidade Monções, CEP
04576-010 São Paulo - SP
Canada
salesforce.com
Canada Corporation,
a Nova Scotia
corporation
Salesforce Tower, 415 Mission
Street, 3rd Floor, San
Francisco, California, 94105,
U.S.A., attn: VP, Worldwide
Sales Operations, with a copy
to attn: General Counsel
Ontario and
controlling Canadian
federal law
Toronto, Ontario,
Canada
For Customers domiciled in Europe, the Middle East, or Africa
If Customer is
domiciled in:
The SFDC entity
entering into this
Agreement is:
Notices should be addressed
to:
Governing law is:
Courts with
exclusive
jurisdiction are:
Any country
other than
France,
Germany, Italy,
Spain, or the
United
Kingdom
SFDC Ireland
Limited, a limited
liability company
incorporated in
Ireland
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn.: Legal
Department - Salesforce
Tower, 60 R801, North Dock,
Dublin, Ireland
England
London, England
France
salesforce.com
France, a French
S.A.S company with
a share capital of
37,000 €, registered
with the Paris Trade
Registry under
number 483 993 226
RCS Paris,
Registered office: 3
Avenue Octave
Gréard, 75007 Paris,
France
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn.: Legal
Department - Service
Juridique, 3 Avenue Octave
Gréard, 75007 Paris, France
France
Paris, France
Germany
salesforce.com
Germany GmbH, a
limited liability
company,
incorporated in
Germany
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn.: Legal
Department -
Erika-Mann-Strasse 31-37,
80636 München, Germany
Germany
Munich, Germany
Italy
salesforce.com Italy
S.r.l., an Italian
limited liability
company having its
registered address at
Piazza Filippo Meda
5, 20121 Milan (MI),
VAT / Fiscal code n.
04959160963
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn.: Legal
Department
Italy
Milan, Italy
SFDC-PSA March 2024
Page 7 of 11
Spain
Salesforce Systems
Spain, S.L., a limited
liability company
incorporated in Spain
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn.: Legal
Department - Paseo de la
Castellana 79, Madrid, 28046,
Spain
Spain
Madrid, Spain
United
Kingdom
Salesforce UK
Limited, a limited
liability company
incorporated in
England
Salesforce UK Limited, Floor
26 Salesforce Tower, 110
Bishopsgate, London, EC2N
4AY, United Kingdom, attn:
VP, Sales Operations, with a
copy to attn: Legal
Department, Salesforce UK
Limited, Floor 26 Salesforce
Tower, 110 Bishopsgate,
London, EC2N 4AY, United
Kingdom
England
London, England
For Customers domiciled in Asia or the Pacific Region
If Customer is
domiciled in:
The SFDC entity
entering into this
Agreement is:
Notices should be addressed
to:
Governing law is:
Courts with
exclusive
jurisdiction are:
Any country
other than
Australia, India,
Japan, or New
Zealand
salesforce.com
Singapore Pte Ltd, a
Singapore private
limited company
5 Temasek Boulevard #13-01,
Suntec Tower 5, Singapore,
038985, attn: Director, APAC
Sales Operations, with a copy
to attn: General Counsel
Singapore
Singapore
Australia or
New Zealand
SFDC Australia Pty
Ltd
Salesforce Tower, Level 39,
180 George St, Sydney NSW
2000, attn: Senior Director,
Finance with a copy to attn:
General Counsel
New South Wales,
Australia
New South Wales,
Australia
India
Salesforce.com India
Private Limited, a
company
incorporated under
the provisions of the
Companies Act, 1956
of India
Salesforce.com India
Private Limited
Torrey Pines, 3rd Floor,
Embassy Golflinks
Software Business Park
Bengaluru Karnataka
560071, India
India
Bengaluru , India
Japan
Salesforce Japan Co.,
Ltd. (f/k/a Kabushiki
Kaisha
Salesforce.com), a
Japan corporation
1-1-3, Marunouchi,
Chiyoda-ku, Tokyo 100-0005,
Japan, attn: Senior Director,
Japan Sales Operations, with a
copy to attn: General Counsel
Japan
Tokyo, Japan
13.12. Manner
of
Giving Notice.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder
shall
be
in
writing
and
shall
be
deemed
to
have
been
given
upon:
(i)
personal
delivery,
(ii)
the
second
business
day
after
mailing,
or
(iii)
the
first
business
day
after
sending
by email (provided email shall not be sufficient for notices of termination
or
an
indemnifiable
claim). Legal Notices to Customer will be addressed to Customer and will be clearly identifiable as Legal
Notices.
Billing-related
notices
to
Customer
shall be addressed to the relevant billing contact designated by Customer in the
SFDC-PSA March 2024
Page 8 of 11
applicable
SOW
or
Order
Form.
All
other
notices
to
Customer
shall
be
addressed
to
Customer
contact
named
in
the
applicable
SOW,
and
for
Professional
Services
sold
under
an
Order
Form,
to
the
relevant
Services
system
administrator
designated by Customer.
13.13. Agreement
to
Governing
Law
and
Jurisdiction
.
Each party agrees to the applicable governing law above without regard to
choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13.14. Local
Law
Requirements:
France.
With
respect to Customers domiciled in France, in the event of any conflict between any
statutory
law
in
France
applicable
to
Customer,
and
the
terms
and
conditions
of
this Agreement, the applicable statutory law
shall prevail.
13.15. Local
Law
Requirements:
Germany.
With
respect
to
Customers
domiciled
in Germany, Section 8 “REPRESENTATIONS,
WARRANTIES,
EXCLUSIVE
REMEDIES
AND
DISCLAIMERS”,
Section
9.2
“Exclusive
Remedy”,
and
Section
10
“LIMITATION OF LIABILITY” of this Agreement are replaced with the following sections respectively:
.
8.
BREACH OF DUTY
8.1
Duty to Perform.
The Professional Services will be performed in a professional and workmanlike manner in accordance
with generally accepted industry standards (“
Duty to Perform
”).
8.2
Reporting
and
Re-Performance.
Customer
shall
report
any
deviation
of
the
Professional
Services
from
the
Duty
to
Perform
to
SFDC
in
writing
without
undue
delay
during
the
SOW
period
and
shall
submit
a
detailed
description
of
such
deviation.
SFDC
shall
re-perform
the
Professional
Services
within
a
reasonable
period
of
time.
Customer
shall
forward
to
SFDC any useful information available to Customer for the re-performance of the Professional Services.
8.3.
Remedies.
If
the
re-performance
described
in
the
above
section
fails,
Customer
may
terminate
the
respective
SOW
or
Order
Form
by
written
notice,
provided
that
SFDC
had
enough
time
for
the
re-performance.
Section
11.4
“Payment
upon
Termination”
sentence
1
and
sentence
2
shall
apply
accordingly.
If
SFDC
is
responsible
for
the deviation of the Professional
Services
from
the
Duty
to
Perform
and
is
in
default
with
the
re-performance,
Customer
may
assert
claims
for
the
damage
caused in the scope specified in section 10 “Limitation of Liability”.
8.4
Defects
in
Title.
Defects
in
title of the Profession Services shall be handled in accordance with the provisions of section
9 “Indemnification”.
9.2.
Restriction.
The
Limitation
of
Liability
in
accordance
with
section
10
“Limitation
of
Liability”
shall
apply
to
any
claims according to this section 9 “Indemnity”.
10.
LIMITATION OF LIABILITY
10.1.
Unlimited Liability.
The Parties shall be mutually liable without limitation
(a)
in the event of wilful misconduct or gross negligence,
(b)
within the scope of an expressed guarantee taken over by the respective party,
(c)
in the event that a defect is maliciously concealed,
(d)
in case of an injury to life, body or health,
(e)
according to the German Product Liability Law.
10.2.
Liability
for
Breach
of
Cardinal
Duties.
If
cardinal
duties
are
infringed
due
to
slight
negligence
and
if,
as
a
consequence,
the
achievement
of
the
objective
of
this
Agreement
including
any
applicable
SOW
or
Order
Form
is
endangered,
or
in
case
of
a
slightly
negligent
failure
to
comply
with
duties,
the
very
discharge
of
which
is
an
essential
prerequisite
for
the
proper
performance
of
this
Agreement
(including
any
applicable
SOW
or
Order
Form),
the
parties’
liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by
slight negligence shall be excluded.
10.3.
Liability
Cap.
Unless
the
parties
are
liable
in
accordance
with
section
10.1
“Unlimited
Liability”, in no event shall
the
aggregate
liability
of
each
party
together
with
all
of
its
Affiliates
arising
out
of
or
related
to
this
Agreement
exceed
the
total amount paid by Customer and its Affiliates hereunder for the SOW or Order Form out of which the liability arose.
10.4.
Limitation
Period.
To the extent that the parties are not liable in accordance with section 10.1 “Unlimited Liability”,
the
limitation
period
shall
be
60
days
for
remedy
claims
of
Customer in accordance with section 8.3 “Remedies” and 2 years
for
the
parties’
claims
for damages from the point in time they arose and the claiming party became aware thereof. Regardless
of the claiming party’s awareness, the limitation period shall be 3 years from the damaging event.
10.5.
Scope.
With
the
exception
of liability in accordance with section 10.1 “Unlimited Liability”, the above limitations of
liability
shall
apply
to
all
claims
for
damages,
irrespective
of
the
legal
basis
including
claims
for
damages
due
to
tort.
The
SFDC-PSA March 2024
Page 9 of 11
above
limitations
of
liability
also
apply
in
case
of
claims
for
damages
of
a
party
against
the
respective
other
party’s
employees, agents or bodies.
13.16. Local
Law
Requirements:
Italy
.
With
respect
to
Customers
domiciled
in
Italy,
Section
5.3
“Invoicing
and
Payment”,
and
Section 13.3 “Anti-Corruption” of this Agreement are replaced with the following sections respectively:
5.3. Invoicing and Payment
5.3.1
Invoicing
and
Payment.
Charges
for
Professional
Services
sold
on
a
SOW
will
be
invoiced
monthly in arrears unless
otherwise expressly stated in the applicable SOW. Charges forProfessional Services sold on an Order Form will be invoiced in
advance
in
the
manner
as
provided
in
the
Order
Form,
as
applicable,
unless
otherwise
expressly
stated
therein.
Invoiced
amounts
will
be
due
net
30
days
from
the
invoice
date.
The
parties
acknowledge
that
invoices
are
also
to
be
submitted
electronically
by
SFDC
in
accordance
with
the
“Electronic
Invoicing”
section
below
through
the
Agenzia
delle
Entrate’s
Exchange
System
(SDI
–
Sistema
di
Interscambio)
and
any delay due to the SDI shall not affect the foregoing payment term.
Customer
shall
be
responsible
for
providing
complete
and
accurate
billing
and
contact
information to SFDC and shall notify
SFDC of any changes to such information.
5.3.2
Electronic
Invoicing.
The
invoice
will
be
issued
in
electronic format as defined in article 1, paragraph 916, of Law no.
205
of
December 27, 2017, which introduced the obligation of electronic invoicing, starting from January 1, 2019, for the sale
of
goods
and
services
performed
between
residents,
established
or
identified
in
the
territory
of
the
Italian State. To facilitate
such
electronic
invoicing,
Customer
shall
provide
to
SFDC
at
least
the
following
information
in
writing:
Customer
full
registered
company
name,
registered
office
address,
VAT
number,
tax/fiscal
code
and
any
additional
code
and/or
relevant
information
required
under
applicable
law.
In
any
event,
the
parties
shall
cooperate
diligently
to
enable
such
electronic
invoicing
process.
Any
error
due
to
the
provision
by
Customer
of
incorrect
or
insufficient
invoicing
information
preventing
(a)
SFDC
to
successfully
submit
the
electronic
invoice
to
the
SDI or (b) the SDI to duly and effectively process such invoice
or
(c)
which,
in
any
event,
requires
SFDC
to
issue
an
invoice
again,
shall
not
result
in
an
extension
of the payment term set
out
in
the
“Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice.
SFDC
reserves
the
right
to
provide
any
invoice
copy
in
electronic
form
via
email
in
addition
to
the
electronic
invoicing
described herein.
5.3.3
Split
Payment
.
If
subject
to
the
“split
payment”
regime,
Customer shall be exclusively responsible for payment of any
VAT
amount due, provided that Customer shall confirm to SFDC the applicability of such regime and, if applicable, Customer
shall provide proof of such VAT payment to SFDC.
13.3 Anti-Corruption.
13.3.1
Anti-Corruption.
Neither
party
has
received or been offered any illegal or improper bribe, kickback, payment, gift, or
thing
of
value
from
an
employee
or
agent
of
the
other
party
in
connection
with
this
Agreement.
Reasonable
gifts
and
entertainment provided in the ordinary course of business do not violate the above restriction.
13.3.2
Code
of
Conduct
and
Organization,
Management
and
Control
Model.
Customer
acknowledges
that
SFDC
has
adopted
an
Organization,
Management
and
Control
Model
pursuant
to
Legislative
Decree
231/2001
to
prevent
crimes
provided for therein and commits to comply with the principles contained in the above Legislative Decree 231/2001 and in the
SFDC
Code
of
Conduct
which
is
available
at
the
following
link:
https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/compliance%20documents/salesforce-code-of-con
duct.pdf
.
Customer
also
acknowledges
and
agrees
that
the
violation
of
the
principles
and
the
provisions
contained
in
Legislative
Decree
231/2001
and
in
the
SFDC
Code
of
Conduct by Customer may entitle SFDC, based on the severity of the
violation, to terminate this Agreement for cause as set out in section 11.3(i) above.
13.17. Local
Law
Requirements:
Spain.
With
respect
to
Customers
domiciled
in
Spain,
in
the
event
of
any
conflict
between
any
statutory
law
in
Spain
applicable
to
Customer,
and
the
terms
and
conditions
of
this
Agreement,
the
applicable
statutory
law
shall prevail.
13.18. Local
Law
Requirements:
India.
With
respect
to
Customers
domiciled
in
India,
the
following
below
‘Venue’
and
‘Arbitration’ clause shall apply:
13.18.1 Venue and Arbitration
A.
Subject
to
the
“Arbitration”
Section
below,
the
courts
located
in
Bengaluru
, India shall have exclusive jurisdiction over any
dispute
relating
to
this
Agreement,
and
each
party
hereby
consents
to
the
exclusive
jurisdiction
of
such
courts.
Without
prejudice
to
the
generality
of
the foregoing, the courts at Bengaluru, India shall have exclusive jurisdiction on matters arising
from, relating to, or in connection with an award made under the “Arbitration” Section below.
B.
Arbitration
.
In
the
event
of
any
dispute,
controversy
or
claim
between
the
Parties
hereto
arising
out
of
or
relating
to
this
Agreement,
the
Parties
shall
first
seek
to
resolve
the
dispute
in
good
faith
through
informal
discussion.
If
such
dispute,
SFDC-PSA March 2024
Page 10 of 11
controversy,
or
claim
cannot
be
resolved
informally
within
a
period
of
10
(ten)
business
days
from
the
date
on
which
the
dispute
arose,
the
Parties
agree
that
it
shall
be
settled
by
binding
arbitration
to
be
held before a panel consisting of 3 (three)
arbitrators,
where
each
Party
shall
appoint
an
arbitrator
and
such
arbitrators
shall
appoint
the
third
and
presiding
arbitrator.
The
arbitration
shall
be
conducted
in
accordance
with
provisions
of
the
(Indian)
Arbitration
and
Conciliation
Act,
1996,
as
amended
from
time
to
time
(“
Arbitration
Act
”
).
The
seat
and
venue
of
the
arbitration
shall
be
Bengaluru
,
India.
The
language
of
the
arbitration
shall
be English. The Parties agree that any of them may seek interim measures under section 9 of
the
Arbitration
Act,
including
injunctive relief in relation to the provisions of this Agreement or the Parties' performance of it
from
courts
in Bengaluru, India, without prejudice to any other right the Parties may have under the Arbitration Act and other
applicable
laws.
The
arbitration
panel's
decision
shall
be
final,
conclusive
and
binding
on
the
parties
to
the
arbitration.
The
Parties
shall
each
pay
one-half
of
the
costs
and
expenses
of
such
arbitration,
and
each
shall
separately
pay
its
respective
counsel
fees
and
expenses.
The
prevailing
Party
may,
in
the
judgment
of
the
arbitration
panel,
be entitled to recover its fees
and
expenses.
All
dispute
resolution
proceedings,
all
matters
pertaining
to
such
proceedings
and
all
documents
and
submissions
made
pursuant
thereto
shall
be
strictly
confidential
and
subject to the provisions of “Confidentiality” Section of
this Agreement.
12.16.2
Section 5.3 “Invoicing and Payment” of this Agreement is replaced with the following section:
5.3 Invoicing and Payment
5.3.1
Invoicing
and
Payment.
Charges
for
time-and-materials
engagements
will
be
invoiced
monthly
in
arrears
unless
otherwise
expressly
stated
in
the
applicable
SOW
or
Order
Form.
Charges
for
fixed
fee
engagements
will
be
invoiced
in
advance
in
the
manner
as
provided
in
the
SOW
or
Order
Form,
as
applicable,
unless
otherwise
expressly
stated
therein.
Invoiced
amounts
will
be
due
and
payable
net
30
days
from
the
invoice
date.
Customer
is
responsible
for
providing
SFDC
with
its
complete
and
accurate
billing
and
contact
information
and
notifying
SFDC of any changes to such information. The
parties
acknowledge
that
invoices
are
also
to
be
submitted
electronically
by
SFDC
in
accordance
with
the
“Electronic
Invoicing”
section
below
through
the
Government
of
India’s
e-invoicing
system
(“GST
Portal”)
and
any
delay
due
to
such
submission
shall
not
affect
the
foregoing
payment
term.
Customer
shall
be
responsible
for
providing
complete and accurate
billing and contact information to SFDC and shall notify SFDC of any changes to such information.
5.3.2
Electronic
Invoicing.
Customer
shall
provide
to
SFDC
at
least
the
following
information
in
writing
to
facilitate
electronic
invoicing:
Customers
full
registered
company/legal
entity
name,
registered
office
address,
goods
and services tax
identification
number,
address
and/or
relevant
information
required
under
applicable
law.
In
any
event,
the
parties
shall
cooperate
diligently
to
enable
such
electronic
invoicing
process. Any error/delay in issuance of the electronic invoice due to:
(a)
the
provision
by
Customer
of
incorrect
or
insufficient
invoicing
information
preventing
SFDC
from
successfully
submitting
the
electronic
invoice
to
the
GST
Portal;
or
(b)
the
GST
Portal
and/or
any
other
government
authority
(or
their
designated
agent/agency)
not
being
able
to
duly
and
effectively
process
such
invoice; or (c) any event which requires SFDC
to
issue
an
invoice
again;
shall
not
result
in an extension of the payment term set out in the “Invoicing and Payment” section
above,
and
such
term
shall
still
be
calculated
from
the
date
of
the
original
invoice.
SFDC
reserves
the
right
to
provide
any
invoice copy in electronic form via email in addition to the electronic invoicing described herein.
13.19.
Local
Law
Requirements:
United
Kingdom.
With
respect
to
Customers
domiciled
in the United Kingdom, Section 13.4
“Entire Agreement and Order of Precedence” of this Agreement is replaced with the following section:
13.4
Entire
Agreement
and
Order
of
Precedence.
This
Agreement
is
the
entire
agreement
between Customer and SFDC
regarding
the
provision
and
receipt
of
Professional
Services
and
supersedes
all
prior
and
contemporaneous
agreements,
proposals
or
representations,
written
or
oral,
concerning its subject matter. No representation, undertaking or promise shall be
taken
to
have
been
given
or
be
implied
from
anything
said
or
written
in
negotiations
between
the
parties
prior
to
this
Agreement
except
as
expressly
stated
in
this
Agreement.
Neither
party
shall
have
any
remedy
in
respect
of
any
untrue
statement
made
by
the
other
upon
which
that
party
relied in entering this Agreement (unless such untrue statement was made
fraudulently)
and
that
party's
only
remedies
shall
be
for
breach
of
contract
as
provided
in
this
Agreement.
No
modification,
amendment,
or
waiver
of
any
provision
of
this
Agreement
will
be
effective
unless
in
writing
and signed by the party against
whom
the
modification,
amendment
or
waiver
is
to
be
asserted.
Notwithstanding
any
language
to
the
contrary
therein,
no
terms
or
conditions
stated
in
Customer’s
purchase
order
or
in
any
other
Customer
order
documentation
will
be
incorporated
into
or
form
any
part
of
this
Agreement,
and
all
such
terms
or
conditions
will
be
void.
In
the
event
of
any
conflict
or
inconsistency
among
the
following
documents,
the
order
of
precedence
shall
be:
(1)
the
applicable
SOW or Order Form, (2)
any exhibit, schedule or addendum to this Agreement and (3) the body of this Agreement.
SFDC-PSA March 2024
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