The Professional Services Terms and Conditions (“SOW”) govern the Professional Services performed under any Order and are subject to the terms and conditions of the Agreement. Capitalized terms used and not otherwise defined have the meaning assigned in the Agreement. In the event of a conflict between the terms of this SOW and the Agreement, the terms of the Agreement govern unless the specific provision expressly states that it controls. In the event of a conflict between the terms of this SOW and the applicable Order Form, the terms of the Order Form govern unless the specific provision expressly states that it controls.
1. Professional Services Generally.
1.1. The Professional Services consist of the following, all as further described in this SOW:
1.2. Data Collection & Import
1.3. Supplier Adoption
1.4. Go-Live Support / Hypercare Services
1.5. Integration Services
1.6. Validation Testing
1.7. Training
1.8. Go-Live
1.9. Hypercare Management
1.10. Closure
1.11. BirchStreet and Customer acknowledge that services not specifically described in this SOW together with any services listed as “out of scope” below are not included in the Services and may be provided pursuant to a mutually agreed Change Order as defined in Section 5.1 below. Furthermore, the delivery of the Professional Services is not contingent on the delivery of any future functionality or otherwise dependent on any oral or written public statements made by BirchStreet regarding future functionality.
2. Professional Services Methodology.
2.1. Standard Project Methodology.
- The Professional Services will be delivered remotely (unless otherwise agreed in this SOW) utilizing a standard project methodology developed from best practices over time. The methodology will be adapted to address specific Customer requirements. The specific scope of Professional Services and delivery timeline will be determined upon completion of the discovery process described in Section 3.3.2 below (“Discovery”).
2.2. Project Management Services (Generally).
- BirchStreet will assign a Project Manager within 2 weeks after the SOW Effective Date who will be dedicated to the performance of the Professional Services set forth in this SOW. The Project Manager will be Customer’s primary point of contact and responsible for managing the delivery of the Professional Services pursuant to this SOW. The Project Manager will communicate in English unless otherwise expressly set forth in this SOW.
2.3. The Project Manager is responsible for:
2.3.1.1. Engaging correct stakeholders for Project Kickoff and weekly Project Management web conference/meetings
2.3.1.2. Leading Discovery
2.3.1.3. Managing prioritization of Issues Log
2.3.1.4. Creating the Project Roster/Resource Plan
2.3.1.5. Creating and updating a mutually agreed Project Plan
2.3.1.6. Reporting Status
2.3.1.7. Hypercare Management
2.4. Project Management Services (By Phase).
2.5. Initiation. The Project Manager will schedule the project kickoff meeting which includes a review of the contracted Subscription Services. The Project Manager and Customer will agree upon a regular project management meeting cadence.
2.6. Planning & Ongoing Project Management.
2.6.1.1. After completion of Discovery, the Project Manager will work with Customer to create a mutually agreed upon project schedule, Project Plan and Resource Plan, including task and schedule commitments for BirchStreet and Customer. Customer is responsible for any of its third-party service providers required to complete the delivery of the Services.
2.6.1.2. The Project Manager will maintain the Project Plan throughout the performance of the Professional Services, and report project status, issues and risks on a regular basis (including informing all stakeholders of the impact of delays on the overall schedule). The Project Manager will seek to keep the project on schedule and use reasonable efforts to mitigate risks.
2.7. Implementation Services (By Phase).
2.8. Discovery. Discovery is an engagement process led by the Project Manager and requires Customer’s active participation. Through use of a structured questionnaire adapted to the specific goals of Customer and the Subscription Services to be provided, BirchStreet will document Customer-specific information critical to a successful implementation of the Subscription Services.
2.8.1.1. The Project Manager will organize a series of discovery sessions with Customer’s key participants. The purpose of the discovery sessions is to confirm assumptions (set forth in Section 6 below) and/or collect additional information related to scope, requirements, process flows, Customer Data and Customer resources.
2.8.1.2. BirchStreet participants may include consultants from BirchStreet’s engineering team, product experts, and/or other subject matter experts, as needed. Participants from Customer may include Customer’s Project Sponsor and other key decision-making stakeholders from functional areas such as purchasing, inventory, finance, accounts payable and audit.
2.8.1.3. During Discovery, BirchStreet will review process flows which align with the Marketplace and share best practices collected from similar deployments. BirchStreet may also use components of the Subscription Services to demonstrate process flows.
2.8.1.4. The following activities are part of Discovery:
a. Illustrate the BirchStreet AP, IMS and Pay workflow processes
b. Review and discuss with Customer standard workflow and business processes (“SOPs”) related to Accounts Payable
c. Demonstrate Subscription Services for AP/IMS including addressing business/configuration questions
d. Review existing integration and impact on AP/IMS
e. Collection of local country tax and regulatory requirements.
f. Analyze the supplier database to identify the effort for cleaning up and supplier cross referencing
2.8.1.5. At the conclusion of Discovery, the completed questionnaire will be reviewed with Customer. Using the information collected during Discovery, the Project Manager will document Customer’s specific requirements for the Marketplace including any additional configuration requirements and Customer will sign off on those requirements prior to configuration. The Discovery deliverables are a summary view of the requirements to support the Marketplace and document the following:
- Gold standard system configurations
- Integration scope, file format, content, frequency, type, functionality gaps if any and prioritization timing
- Tax code mapping (including accounting) behavior and country legislation specific requirements
- Supplier databases clean up and vendor cross referencing process and timeline
- Delivery timeline, training model and planning
2.8.1.6. If, during Discovery, BirchStreet learns that Customer’s requirements are materially different than the assumptions set forth in Section 7 below, and such differences are likely to impact the schedule, delivery resources and/or the cost of the delivery of the Professional Services, then the parties will discuss these differences and confirm the changes via a Change Order.
2.8.1.7. Discovery does not include the creation of custom business process workflows, standard operating procedures or standards across all Covered Locations (if no standard(s) currently exist) or the development of a standard Chart of Accounts.
2.9. Marketplace Requirements and Configuration. Upon completion of Discovery, BirchStreet will configure the Marketplace to enable Users to create transactions and transmit to back-office systems.
2.10. Data Collection and Import. BirchStreet will provide data collection templates to Customer to enable Customer to provide clean ‘master data’. BirchStreet will import the master data into the production environment. A subset of the master data will be included in the test environment for validation testing purposes.
2.11. Supplier Adoption Services. This phase involves the onboarding and setup of suppliers in the Marketplace.
2.11.1.1. If the supplier enablement process for an existing supplier interface requires more than 8 hours of work, the development of the interface is custom development subject to additional fees. In such cases, BirchStreet will provide a Change Order to Customer and cease further work until a Change Order is mutually agreed.
2.11.1.2. If the supplier enablement process for a new punchout supplier interface requires more than 38 hours of work, the integration will be deemed subject to a change order which is subject to additional charges, work will be stopped, Customer will be notified and may approve or disapprove the work before any billable work is initiated.
2.11.1.3. Supplier Services will conduct initial supplier setup during the first one after Go-Live. BirchStreet will provide additional supplier services subject to a mutually agreed Change Order.
2.11.1.4. Supplier Services will set up the suppliers specified in the Project Plan; in the event Customer elects to change the specified suppliers a change order is required.
2.12. Integration Services. Detailed integration specifications will be provided for, and be used to deploy, the integrations defined in the applicable Order (the “Integrations”).
2.12.1.1. Implementation of Integrations are dependent upon the availability of Customer’s back-office systems. Delays caused by Customer and/or its third-party providers may extend the expected timeline.
2.12.1.2. Customer will sign-off on the production environment within 5 days of delivery to Customer. During this 5-day period, any gaps identified must be stated in writing and agreed upon by both parties along with an action plan for addressing the gaps. If no gaps are identified during the foregoing period, Customer will be deemed to have accepted the Marketplace.
2.13. Training Services. Online training material (e.g., standard user guides, quick guide, and training outlines) are provided as part of the Services. The training materials will be provided in English only unless otherwise set forth in the applicable Order. 44 Training sessions will be conducted for Customer. Training Services are governed by the following:
2.13.1.1. Deliverables: Provide requirements and sign off on Training
2.13.1.2. Standard English User Guides
2.13.1.3. Standard English Quick Guides
2.13.1.4. Standard English Training Outlines
2.13.1.5. Distribute Training Schedule
2.13.1.6. Distribute Training Invitations
2.13.1.7. Customer to book hotel reservations for Onsite Trainer(s) (where applicable)
2.13.1.8. Co-host Webinar Training with Customer
2.13.1.9. Co-host Onsite Training with Customer (where applicable)
2.13.1.10. Customer to ensure users attend training
2.13.1.11. Birch Street to submit expense reports to Customer for reimbursement.
2.14. Go-Live. The Marketplace is ready for productive use when users are able to create transactions and transmit data via Integrations.
2.14.1.1. Create first transactions
2.14.1.2. Ensure first data is transmitted via integrations
2.15. Hypercare Management. BirchStreet will provide Hypercare services for 30 days after Go-Live for the Covered Locations identified as ‘pilot’ in the Project Plan, with weekly Project Management meetings, and for 15 days after Go-Live for each subsequent wave implementation. If additional Hypercare is required (not due to BSS actions or omissions), an additional SOW will be required. BirchStreet will transition Customer to BirchStreet Support by the end of the Hypercare period. During the Hypercare services, BirchStreet will:
2.15.1.1. Participate in weekly status meetings
2.15.1.2. Provide fine-tuning of configuration settings, if required
2.16. Project Closure & Sign-Off. The Services will be deemed complete upon sign-off from Customer as described in Section 7 – Acceptance.
3. BirchStreet and Customer Project Team Participation by Project Phase.
The following represents the BirchStreet Project Team and Customer stakeholder participation and responsibilities by project phase:
| Project Deployment – Steps | Stakeholder Participation | |
| Customer | BirchStreet | |
| Initiation | √ | √ |
| Discovery | √ | √ |
| Planning & Ongoing Project Management | √ | √ |
| Implementation | √ | √ |
| Marketplace Configuration | √ | |
| Data Collection | √ | |
| Supplier Adoption Services | √ | √ |
| Integration Services | √ | √ |
| Validation Testing | √ | |
| Training, Go-Live and Hypercare | √ | √ |
| Project Closure and Sign-off | √ | √ |
| Hypercare Management | √ | |
4. Project Governance and Methodology.
4.1. A project review board or team will be identified to provide regular (weekly or bi-weekly) reports on the status and deal with significant open items. This group will consist of such management personnel as Customer assigns.
4.2. The parties will comply with the following change control process (the “Change Control Process”) to address changes to this SOW:
4.3. Either party may request changes to the scope of the Services at any time. When a change can affect the cost, delivery schedule or other terms of this SOW, both Customer and BirchStreet must approve the change before the change is implemented. If either party wishes to make a change, it shall notify the other party of the requested change in writing, including sufficient details to enable the other party to evaluate the change.
4.4. Within a reasonable period of time not to exceed ten (10) business days, BirchStreet will deliver a ‘Change Request’ to Customer. Upon acceptance and execution of the Change Request (a “Change Order”) by Customer, the Change Order will be incorporated into this SOW. Both parties will continue to proceed in accordance with the terms of this SOW then in effect while Change Requests are being reviewed and approved.
4.5. Customer is responsible for responding to any requests for information in a timely manner. Accordingly, Customer will implement an internal governance process including an escalation path to facilitate addressing mission critical items in a timely manner to avoid delays or otherwise jeopardize the meeting of key milestones. Critical items include:
4.6. Accuracy of data collected with the data collection templates;
4.7. Willingness to change existing workflows to implement workflows supported by the Marketplace; and
4.8. Other issues identified by the Project Manager that remain unaddressed.
4.9. Customer is responsible for any cost associated with delays in the performance of this SOW as a result of any lack of responsiveness or its failure to provide complete and timely information.
4.10. For any delay caused by Customer that delays the delivery of the Professional Services for more than 90 days after the initially scheduled Go-Live date as included in the mutually agreed project plan, Customer will pay to BirchStreet a penalty equal to one month’s fees (1/12 of annual Subscription Services fees) for every 30 days (or fraction thereof) beyond the 90 days to accommodate for the resources BirchStreet allocates to the performance of this SOW. In addition, Customer acknowledges that a new Project Manager may be assigned and a new project timeline be established due to delays.
4.11. Delays caused by third-party providers may extend the projected project implementation timeline without penalty to the Customer (e.g., supplier request form, inventory data, item master, recipe data, integration development). The timing and overall feasibility of third-party interfaces (including Punchouts) are dependent on the third-party’s ability and willingness to devote the resources and attention required to complete their part of the interface. BirchStreet will make a good faith effort to work with any third-party requested by Customer but ultimately Customer is responsible for the failure of third-parties to complete their part of such interfaces in a timely manner.
Below is a list of the assumptions upon which BirchStreet estimated the scope of the Professional Services. If any of the assumptions are not correct, the timeline and/or cost of delivery are likely to be affected.
5.1. The Professional Services will be delivered based on a ‘Standards plus Group Implementation’ basis. This means that during Discovery, BirchStreet and Customer will agree upon a standard implementation and configuration approach to be used for all Covered Locations. The number and timeline of wave deployments will be established in the Project Plan and will not exceed the number of waves identified in the Project Plan.
5.2. There will be no custom development as part of this SOW.
5.3. If during the performance of the Professional Services, the parties determine that custom development is desired, BirchStreet will work with the Customer to understand and document the requirements, and determine feasibility, all in accordance with the Change Order process described in Section 5.
5.4. The fees payable for the Professional Services do not include travel expenses, which will be billed at the actual pass-through costs within reasonable travel guidelines provided by Customer. After resources and times, including travel, are confirmed, Customer will be responsible for increases in travel costs if cancellations are necessary unless requested specifically by BirchStreet.
5.5. Appropriate Customer personnel as scheduled will attend status meetings, walkthroughs, pilots, and other milestone events as set forth in the Project Plan. Customer will review and supply needed information during development and provide timely feedback to documents and deliverables as per agreed project / deliverable schedule.
5.6. Customer will provide BirchStreet with timely access to all documentation, facilities, network, applications and personnel required to support the activities necessary to perform the Professional Services remotely. This includes provision of copies or subsets of current production files to the development and installation teams as necessary to test the various modules of the Marketplace.
5.7. Customer will obtain any necessary third-party consents and cooperation for BirchStreet to perform its obligations under this SOW; this includes the availability of technical personnel maintaining systems outside the control of BirchStreet in order to facilitate the necessary “interfacing” of the needed information to the new systems. Customer will ensure suppliers are willing and able to invest the time, resources, and effort required to be adopted into the Marketplace in the required timeframe.
5.8. Customer is responsible for the connectivity of interfaces required to receive information through the Integrations; implementation of integrations is dependent upon back-office systems being in production.
5.9. The Professional Services will be performed remotely during the hours below, determined by Customer’s assigned location.
| Americas | 9:00am – 5:00pm CST | Monday – Friday |
| Europe | 9:00am – 6:00pm GMT | Monday – Friday |
| Middle East | 9:00am – 6:00pm GST | Sunday – Thursday |
| APAC | 9:00am – 6:00pm HKT | Monday – Friday |
5.10. Customer to provide a secured staging and storage area for project related documents if requested by Customer.
Below is a list of the acceptance criteria required for project completion through Validation Testing:
6.1. The BirchStreet Project Manager configures the environments with the Customer business rules, parameters, and select data from the field. The validation process is iterative, collaborative, and serves as a test area throughout the implementation cycle. Once the testing environment configuration is accepted, BirchStreet will duplicate the user, property and supplier configuration and data into the production environment. BirchStreet will continue to add data to the production environment as it is received from the Customer during the deployment process. The Customer will be able to access the testing environment and production environments through the Subscription Services Term.
6.2. Pre-defined test cases are based on Discovery and will be agreed by the parties prior to the start of the Validation Testing. The following terms apply during the Validation Testing process:
6.3. BirchStreet will provide the Validation Testing environment configured according to project scope(s).
6.4. Customer will validate the Marketplace using pre-agreed upon test cases.
6.5. Customer will submit any unsuccessful Validation Test cases in writing to BirchStreet within 5 days of occurrence.
6.6. BirchStreet will evaluate any Validation Test cases and remediate or explain with 30 days after receipt from Customer.
6.7. If no written feedback is provided by Customer within with 5 days of completion of the Validation Testing, the Marketplace s deemed “Accepted”.