Terms and conditions, as per March, 2022##1 General Terms and Conditions##"1.The quotation to which these Terms and Conditions of Sale are attached (the ""Quote"") is an offer to sell the quoted services (the ""Services"") to the named purchaser (the ""Buyer""), conditional on the Buyer's agreement to the terms and conditions set forth below and ExpertFlow agrees to sell the same only upon these terms and conditions.####2. No modification to these conditions will be effective unless in writing and signed by authorized representatives of both parties. Expertflow may use subcontractors to fulfill its obligations.####3. This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior oral and written agreements, understandings, and communications between the parties regarding such subject matter.####4. Acceptance of services shall occur immediately after one (01) week of NRFU unless customer provides written notification of non-conformity."##1.1 Prices and Payment terms##"1. Prices are transfer prices from Expertflow to the partner/customer.##2. Payments terms for Expertflow licenses/SW, Cisco IPCC licenses/SW and any other 3rd party licenses/SW is 100% in advance with the order. Payment for professional services: 50% at order, 30% on Hello World/NRFU/partial productive use of the system whichever occurs first and 20% on customer acceptance, unless stated and agreed otherwise.##3. Annual maintenance price is Yearly 100% in advance, at the start of the maintenance period, which is starting with the date of the partial productive use by the customer either in a UAT, pilot, or live whichever occurs first.##4. Unless specified otherwise, maintenance contracts will renew automatically each year, unless cancelled three months before the contract expiry. Expertflow will renew maintenance contracts with its suppliers (Cisco and others) only if the payment for the maintenance renewal reaches Expertflow's bank account one month before the contract expiry. ##5. Payment terms for services on-demand and training are payable monthly in arrears.##6. Payments are due in fifteen (15) days from the date of invoice. In the event Customer fails to pay after fifteen(15) days prior written notice by Expertflow of any payment overdue, which is not disputed under this agreement, Expertflow reserves the right to suspend the service and in case fifteen (15) days after such suspension the payment is still not made by Customer then Expertflow shall have the right to terminate the Agreement.##7. A deviation from the payment terms as agreed at the time of ordering, or delay in payments will result in a 1% cumulative interest per month.##8. Prices exclude taxes outside of Switzerland. In particular, VAT or withholding taxes outside of Switzerland, which must be added on top of our mentioned prices, except in cases where such taxes are explicitly mentioned In Europe and for VAT, reverse charge mechanism will be applied##9. The following costs will be separately invoiced and are payable within 7 days after sharing relevant receipts with the partner:##a) any local taxes and banking fees outside of Switzerland. ##Note: Expertflow offer price doesn’t include VAT, GST. For VAT, GST, partner/customer should follow the guidelines of their local tax authorities. Since EF Swiss is a foreign entity registered in Switzerland.##b) charges of bank guarantees, interests for bid bonds. ##c) fees to establish documents by the Swiss authorities or vendors if required for a particular deal/ country/ partner (for example swiss tax domiciliation document)##d) cost of sending physical documents (via DHL or similar)##10. Prices are valid in this combination, and as a project price if purchased together as one package.##"##1.2 ExpertFlow deliverables##"1. Software will be delivered as downloadable media or license files, without support on CD-ROM. ##2. License and documents will be provided electronically##3. All Software will be delivered as fully functional with a temporary license, valid for one month after installation. The license will then expire, pending final payment.##4. All Services and SW licenses will be shipped from Switzerland, Incoterms EXW.##5. For any agent desktop installations, Expertflow will install agent application on a single agent desktop. Expertflow will share the installation binaries and a deployment guide to install the application on other agent systems. ##6. Expertflow is explicitly NOT responsible for any missing or erroneous hardware, and unless explicitly stated, does not ship hardware.##7. For any licenses or HW not ordered to Expertflow (example: Cisco IPT equipment, Microsoft licenses, server HW, UCS, SAN etc), or for which Expertflow doesn't charge any ATP margin, Expertflow may indicate typical purchase prices to third parties in the offer sheet, or may simply indicate that these items might be required, without indicating prices. These prices (if indicated) are of a budgetary nature to facilitate the offering of the partner to the customer, or to give the customer a guideline on third party components to be ordered. These line-items or prices do not engage or legally bind Expertflow in any way, and Expertflow is not responsible for a correct design, pricing or availability of such components.##8. For any defect reported in the licensed software, Expertflow does not commit to provide a Hot Fix. Expertflow shall use reasonable efforts to correct the fix, within a future maintenance release.##9. If a third party software or equipment (for example Cisco, Microsoft, Zoom, ASC,...) should fail to provide a certain functionality, Expertflow has the right to replace that software with a different software that provides the missing equivalent functionality, at no additional cost to the partner.##10. The project language is English. All documentation will be provided in English only, and will be provided in electronic format - no hardcopies will be provided.##"##1.3 Customer/ Partner deliverables##"1. Installs the servers, virtual machines, and pre-installs correct OS, Service Pack and other components as mentioned in the HW/SW prerequisites sheet on the offer by ExpertFlow.##2. Install and maintain a registered updated antivirus program that is certified by Cisco, which can be either Symantec, McAfee or Trend Micro.##3. Installation of Remote Admin Tools (Remote Desktop, Team Viewer, WebEx, or similar)##4. The mentioned prerequisite, 3rd party software and environments should be up and running such as Cisco IPT/Contact Center, CRM solution, required bandwidth provisioning, as mentioned in the Quote.##5. Provides VPN access to all call center servers, access to two agent phones and desktops for testing.##6. Customer will ensure that no firewall, domain policy or anti-virus software conflicts with deployment of EF softwares on provided machines.##7. Customer will ensure administrative privileges (root) on the host machine required to proceed with installation.##8. All agent desktops should have compatible browsers as per prerequisites mentioned for the product at http://docs.expertflow.com##9. For projects involving IVR scripting by Expertflow, all IVR announcements will be provided by the customer as 8kbps, mono, u-law .wav files. ##10. All call flows will be provided in the Excel/Visio template sheet provided by ExpertFlow.##11. Any work by ExpertFlow to solve IPT, Networking problems, CRM configurations/troubleshooting, contact center configurations/troubleshooting that is not part of the scoped project will be invoiced separately on a time and material basis.##12. Test calls, providing local network traces for debugging.##13. The voice gateway needs to have sufficient RAM and IOS VXML licenses.##14. Expertflow is not responsible for any corruption of the database or the operating system due to power failure or abnormal restarting of servers or any virus attacks.##15. Customer/Partner will provide a CCO access with which ExpertFlow engineers can open TAC cases for any UCC component.##16. The Buyer is responsible to order and ship third party software as recommended by Expertflow. Expertflow encourages the Buyer to order any software only once Expertflow has signed off the low-level design document with the customer, to make sure that both Expertflow and the Buyer maintain a certain flexibility to change details in the order if a last-minute change should occur.##17. The Buyer (or its partner) is a Cisco partner and commits to achieve at least the level of EUC (Express Unified Communication Partner) with Cisco at the end of the first joint project. The partner will be responsible to order and ship all software and hardware from Cisco and must have the partnerships to do so (distributors etc).##18. Customer/Partner is responsible to remove LAN/ WAN/ Server/ VMware/ Virus/ IPT/ Active Directory related issues. Any root cause for a problem related to one of these will not be counted against Expertflow downtime.##19. The customer hereby acknowledges that his name and the scope of the project can be mentioned by Expertflow as a customer reference installation.##20. The customer participates in the NRFU tests (network ready for use), and commits to do UAT (User acceptance tests) within one (01) week after the NRFU.##"##1.4 Software Deployment Model Changes##"Expertflow reserves the right to change deployment model of the software it provides, including virtualization (VMWare, Docker,..), Operating Systems (MS, Linux,...), database (MSSQL, mySQL,...) and other prerequisites. The requirements listed in the hardware BOQ, are the requirements as per the time of the offer, and Expertflow is liable for additional hardware or licenses that have not been listed, if the total hardware and license cost should increase.##"##1.5 Single Site Installation##Unless stated otherwise, it is assumed that all shipments, installation and training will take place on one single location and one-time deployment. A failover redundant installation will be done only if it’s explicitly stated in the financial offer.##1.6 Training##Trainings (if offered and ordered) will take place on the customer's productive environment. The customer will provide a separate training room with laptops and IP Phones available to all participants that have access to the production system, as well as a projector, whiteboard and catering . ##1.7 Goodwill##"During the execution of the project, new requirements might come up that were not part of the project scope. Usually these will require a change request and commercial quote. However, the Expertflow project manager can decide to include these changes at no additional charge for the customer, as “Goodwill”. Deliverables included as “Goodwill” will be done without legal obligation, is goodwill, and on a ""best effort"" base, without contractual commitment on deliverables or timeline. Expertflow may stop without reason and further obligation the deployment of the additional functionality which was not part of the original commercially agreed project scope. Expertflow will however communicate any deviation of ""goodwill"" functionality, and track it as any other project deliverable.##"##1.8 Change Control Process##"1. Either Expertflow or Customer/Partner may request changes to the Services, Deliverables, or other terms of this SOW. This request will be communicated using a “Change Order” which describes the proposed change, the reason for the change, and the effect of the change is expected to have on the Project. The Project Manager of the requesting party will submit a written Change Order to the Project Manager for the other party.####2. Both Customer/Partner and Expertflow will review the proposed Change Order within ten (10) business days, or according to the responsibilities and time frames in the agreed process. The Change Order will be updated with the response information, and both parties will approve it, defer it for further study, or reject it. A mutually agreed Change Order will take precedence over the SOW in the event of conflict. ####3. If a requested change is complex, Expertflow may determine that additional fees and/or an adjustment to the Project schedule is required for a full evaluation. In this case, Expertflow will submit an “Estimation Change Order” and will proceed with the evaluation and response to the request only after agreement by Customer/Partner. ##"##1.9 Warranty, Limitation of Liability and Restrictions##"1. Expertflow will perform its obligations under this Agreement in a professional manner.##2. Expertflow will not have any obligation or be liable for any error, omission, defect, deficiency, or nonconformity in any supported software product or update. ##3. Expertflow does not warrant that the operation of the Supported Software or updates maintained or serviced by Expertflow will be uninterrupted or error free or that all malfunctions, deficiencies, or errors will be corrected.##Expertflow has no warranty obligation for products or services provided by third parties. Third party software is licensed by the original manufacturer thereof and is subject to the manufacturer’s standard license agreement.##4. Customer/Partner shall not:##a) Make an attempt to modify, decompile or attempt to derive the source code##b) Transfer, sublicense, or assign rights under this license to any other person or entity##c) Make the Software available to third parties, whether as an application service provider, or on a rental/cloud/hosted service##"##1.10. Work Location##"1. Unless explicitly stated in the offer, all the listed services will be executed remotely over a VPN connection, and any additional on-site work will be charged separately. ##2. All expenses inside the country will be paid by the partner/customer.##3. For any committed onsite work, Expertflow engineers will travel to the work location, as long as the Swiss Ministry of Foreign Affairs ( ""the MOFA"", http://www.eda.admin.ch/eda/fr/home/travad/ travel.html) considers it safe to do so. If during the onsite stay, the MOFA recommends foreigners to leave or not to visit a particular location, all onsite Expertflow personnel will leave the country immediately, and the additional travel cost will be borne by the partner. Any cost due to security measures as recommended by the Swiss MOFA will be borne by the partner. If a location is considered to be unsafe, the project will be completed remotely only, and trainings will take place over WWW-collaboration sessions. The on-site charges can then be deducted from the total project amount with the final payment.##4. Expertflow is an equal-opportunity employer. Expertflow commits to provide the deliverables outlined in this offer with the engineers most qualified and appropriate for the work at hand. This is being done regardless of nationality, sex or religious beliefs. Expertflow does not commit to make one particular engineer available for a certain task or project. If CV's are joined in the bid document, this is to illustrate the type of engineers that Expertflow will deploy during the project. Engineers are assigned if and when work occurs and based upon the task at hand, and availability of the best available resource. Expertflow therefore doesn't commit in advance to a particular person for a particular project.##"##1.11 Non disclosure, non-solicitation and intellectual property##"1. Design and architecture documents provided by Expertflow are the intellectual property and ownership of Expertflow. The same applies to documentation provided by the customer or partner. Such documents will be used exclusively for the purpose of using the platform as deployed by Expertflow. In case of non-award of a project, such documents will be returned to the originating party, and any copy thereof available destroyed. This obligation of confidence doesn't apply to information that becomes generally available to the public, is available to the partner/customer before receiving such information from the releasing party, is made available by a third party that has no such obligation to the releasing party, or is required by law to be disclosed.##2. Either party may disclose that Expertflow is Customer’s vendor and that Customer is an Expertflow customer, the services Customer has acquired under this Agreement##3. During the term of this Agreement and for a period of two (2) years after the later of the date of this Agreement or the completion of any SOW under this Agreement, each party agrees not to, directly or indirectly, initiate employment discussions with, hire or use in any way the services of an employee or contractor of the other Party (Expertflow, partner and customer). The parties specifically agree that a material, uncured breach of this provision will entitle the non-breaching Party to agreed upon liquidated damages in the amount of fifty thousand dollars $50,000 per occurrence with a maximum aggregate limitation of $500,000. Subject to the time limitation set forth in the first sentence of this paragraph, this provision applies to employees and contractors who are no longer employed by the injured party, but were so employed at any time during the term of this Agreement.##4. Expertflow (or its licensor, if applicable) retains sole title to and ownership of all intellectual property including the source code and patents of the Supported Software and Updates, all related information furnished under this Agreement, and all related copyrights. However, the licenses and the entitlements procured by Customer for the Software will be owned by Customer."##1.12 Legal conditions and liability##"The terms of this agreement enter into force by the customer and partner ordering any services or software from Expertflow, and Expertflow accepting to provide these services for a certain period or project. It ends after the last agreed service has been provided by Expertflow to the partner. A project is considered ""ordered"" by Expertflow and legally binding to Expertflow once Expertflow sent a ""PO acceptance"" to the partner, re-stating the exact scope and t&c's to the partner.##In case of legal dispute, the competent court of jurisdiction is in Berne, Switzerland, and the language will be English. Alternatively, and in order to speed up legal settlement, an international Arbitration under United Nations UNCITRAL (www.uncitral.org) processes will govern settlements of disputes. As sole arbitror, the partner is free to chose any arbitror that is a member of the Swiss Arbitration Association (http://www.arbitration-ch.org/), and Expertflow will accept that arbitror. The arbitration fees of the arbitration panel or third party legal fees will be borne jointly by both parties, and each party will bear its own travel cost.##IN NO EVENT SHALL EXPERTFLOW BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED IN OR USED WITH EXPERTFLOW INSTALLED SOFTWARE, OR ANY DAMAGES CAUSED BY CORRUPT OR INADEQUATE DATA, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXPERTFLOW’S TOTAL LIABILITY TO THE PARTNER UNDER THIS LICENSE SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE PROJECT FEES ACTUALLY PAID BY THE PARTNER UNDER THIS CONTRACT. THE PARTNER RELEASES EXPERTFLOW FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION. THIS LIMITATION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED WARRANTY OR REMEDY HEREUNDER IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.##If a cost is incurred due to missing SW licenses ordered to Expertflow, or for which Expertflow charged ATP margin, Expertflow will participate in the missing cost of these SW licenses up to a total amount of 10% of the entire project value ordered to Expertflow, by assuming 50% of these costs, deductible from the final payment of the project. 50% of these costs will be paid by the partner."##1.13 Termination/ Survivability##"Once a purchase order is sent to Expertflow, the full amount is due to Expertflow at the latest 12 months after the PO is received, independently of project status.##In case of bankruptcy of the partner/ client, or in case of a take-over, the debts due to Expertflow will have the most senior status right after statutory legal salary and social security payments for employees.##Expertflow can terminate a project/ purchase order by reverting to the client/ partner all payments that the client/ partner made to Expertflow for that project/ PO and thereafter has no further obligations to the client."##1.14 Force Majeure##"Non-performance by a party is excused if that party proves that the non-performance was due to an impediment beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences.####When the impediment is only temporary, the excuse shall have effect for such period as is reasonable having regard to the effect of the impediment on the performance of the contract.####The party who fails to perform must give notice to the other party of the impediment and its effect on its ability to perform. If the notice is not received by the other party within a reasonable time after the party who fails to perform knew or ought to have known of the impediment, it is liable for damages resulting from such non-receipt.####Nothing in this article prevents a party from exercising a right to terminate the contract or to withhold performance or request interest on money due."
