Schedule 6: Professional Services Terms
In addition to the General Terms, the following terms govern Customer’s purchase and use of Professional Services.
Rates and Payment. Professional Services will be billed on a time and materials basis at the rate set forth in the applicable Statement of Work. If an hourly rate is specified, Customer will pay for each hour of Professional Services or portion thereof. If a flat rate is specified, Customer will pay at the rate specified in the applicable SOW. In addition to labor fees, Customer is responsible for all travel and out-of-pocket expenses related to the Professional Services. Travel expenses include lodging, train fare, airfare, parking, tolls and mileage. Shipping expenses, if any, are the sole responsibility of Customer. Shipping expenses include freight charges from Barracuda to the staging area, freight charges from the staging area to the Customer site, overnight courier charges for replacement components, cables, etc. Professional Services may be provided in a number of ways, including on-site, telephone, and/or remote support. The Professional Services may include work performed on Barracuda equipment or third-party equipment. Barracuda will submit invoices for Professional Services fees upon completion of the Professional Services. Payment on each invoice is due within thirty (30) days of the date of such invoice. Barracuda will have the right to use subcontractors to perform all or part of the Professional Services, as it deems appropriate.
Change Orders.In order to add or change any terms or conditions of these Professional Services Terms, a written change order signed by both parties (“Change Order”) is required. Barracuda will prepare all Change Orders. The parties must mutually agree to all Change Orders. Pending such agreement, Barracuda will continue to perform and be paid as if such Change Order had not been requested or recommended.
Deliverables and Acceptance.Upon completion of the Professional Services, Customer shall have five (5) days to verify that the Professional Services and Deliverables provided substantially conform to the terms of the SOW. Customer must notify Barracuda of its non-acceptance within such five (5) day period. Any notification of non-acceptance will include a reasonably detailed description of the reasons for such non-acceptance. Barracuda shall have thirty (30) days from the date of such notification to rectify the problem, following which Customer shall have another five (5) day period to review the applicable Professional Services or Deliverables. In the event that Customer either (a) does not notify Barracuda of any non-acceptance during the relevant five (5) day period, or (b) confirms its acceptance of the applicable Professional Services or Deliverables, in writing within the relevant five (5) day period, the applicable Professional Services or Deliverables shall be deemed accepted. Notwithstanding the foregoing, the acceptance criteria or procedures for Deliverables set forth in any SOW will only apply to the Professional Services provided.
License and Ownership. Barracuda retains all right, title and interest in and to all Deliverables created hereunder. Upon Customer’s acceptance of a Deliverable and receipt by Barracuda of payment in full, Barracuda grants Customer a non-exclusive, perpetual, non-transferable license to use such Deliverable solely for its internal purposes. Customer’s license confers no title or ownership in the Deliverable and will not be construed as a sale of any rights in the Deliverable or the media on which it is recorded or printed. All copyrights and other Intellectual Property Rights existing prior to the date of performance of Professional Services shall belong to the party that owned such rights immediately prior to the date of performance of Professional Services. Neither party shall gain, by virtue of this Agreement, any rights of ownership, patents, trade secrets, trademarks or any other Intellectual Property Rights owned by the other. Barracuda shall own all copyright, patents, trade secrets, trademarks and other Intellectual Property Rights, title and interest in or pertaining to any techniques, know-how, software, inventions, processes, data, design, diagrams, documentation and all other information and materials created by Barracuda in performing the Professional Services hereunder.
Revised: September 22, 2020