Professional services terms & conditions
These Professional Services Terms and Conditions are hereby incorporated into and form part of the Agreement and sets forth the additional terms and conditions (“Additional Terms”) under which Wrike will provide Professional Services to Customer in connection with the Professional Services package purchased by Customer pursuant to an applicable Order Form. “Order Form” for these Additional Terms means an ordering document executed by Customer that specifies its purchase and is governed by its own Terms and Conditions as outlined in said Order Form. The Order Form, its applicable Terms and Conditions, and these Additional Terms together shall be defined as the “Agreement”. Wrike and Customer may be referred to individually as a “Party” and collectively as the “Parties” in these Additional Terms. Other terms used in these Additional Terms without definition shall have meanings ascribed to such terms elsewhere in the Agreement.
1.1 Performance of Professional Services, IP
a. Order of Precedence. To the extent of any conflict or inconsistency between the provisions in the body of these Additional Terms and any Order Form, the terms of such Order Form shall prevail as to the conflict.
b. Delivery and Cooperation. Customer acknowledges that Customer’s cooperation is essential to the timely performance of Wrike’s Professional Services. Customer will, to the extent required in connection with the performance of Wrike’s Professional Services: (i) provide Wrike with any necessary Customer materials; (ii) provide Wrike with any necessary access to Customer’s personnel, facilities or data; (iii) cause the appropriate personnel to cooperate with Wrike as required for Wrike to provide Wrike’s services, including subject matter experts and decision makers that can provide timely critical project decisions; and (iv) make all payments when due. Customer’s delay or failure to adhere to (i)-(iv) may delay the estimated delivery of the Professional Services and may result in additional Fees at the then-current hourly rates. If Customer fails to do any of the foregoing, both Parties will cooperate in good faith to develop a formal Amendment or Change Order, as applicable. Should Customer fail to provide requisite cooperation outlined herein Customer acknowledges that project delays may occur and Wrike may issue a Final Project Notice to Customer due to its inability to provide the applicable Professional Services without Customer’s active participation (“Final Notice”). If Customer does not respond to the Final Notice, the associated Professional Services engagement will be deemed delivered as of the date outlined in said Final Notice and all Fees associated with said engagement will be owed and due without refund. If after a Final Notice has been issued that Customer requests Professional Services, a separate Statement of Work signed between Parties will outline the scope and applicable Fees.
c. Place of Performance. Unless agreed to between Parties and indicated in the applicable Quote/Order Form, all Professional Services are to be provided remotely. When Professional Services will be provided on-site at Customer’s facilities, such on-site day(s) will be scheduled between Parties in advance. Professional Services which are performed on-site at Customer’s facilities will be performed on consecutive business days and subject to a standard eight-hour workday. Unless otherwise agreed upon between Parties, on-site Professional Services will be performed in a single on-site visit by one Wrike consultant. To the extent required, Customer’s office resources, such as facility and internet access, will be made accessible to Wrike during such visits. Both Parties will use reasonable efforts to accommodate any requested change in the scheduled dates for on-site services, subject to the availability of appropriate personnel. While onsite, Wrike will adhere to Wrike’s then-current Code of Conduct unless reasonable Customer on-site guidelines have been agreed to and incorporated into the applicable Change Order.
d. Project Personnel. Staffing decisions will be based on availability of Wrike personnel at the time of signature of the applicable Order Form. Personnel providing Professional Services will be Wrike’s employees acting within the scope of their employment or will be Wrike Subcontractors. A Subcontractor is a person, or an entity who may provide services or personnel to Wrike or on Wrike’s behalf, with whom Wrike has contracted to provide some component of the Professional Services. The Parties agree Wrike shall have the right to utilize Subcontractors to fulfill its Professional Service obligations. Subcontractors shall be subject to the same material obligations and requirements of Wrike, as set forth in the Wrike Agreement. Wrike shall remain fully liable for the acts or omissions of its Subcontractors.
e. License Grant. Notwithstanding anything contrary in the Agreement, all intellectual property rights in all Wrike materials, deliverables, pre-existing works, derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Professional Services are and shall remain the sole and absolute property of Wrike, subject to a worldwide, non-exclusive license for Customer’s internal use.
1.2 Fees & Expenses
a. Fees. Customer will pay Wrike all undisputed Fees associated with the Professional Services outlined in the applicable Order Form in accordance with the billing frequency referenced therein.
b. Expenses. If applicable, Customer will pay or reimburse Wrike upon invoice for all reasonable out of pocket and travel expenses including airfare, ground transportation, lodging and meals for personnel required to travel for on-site Professional Services. Wrike will adhere to Wrike’s then-current corporate travel policies and provide a copy, if requested by Customer, unless reasonable Customer travel and expense guidelines have been agreed to and incorporated into the applicable Order Form or Change Order. Expenses shall be incurred in accordance with Wrike’s then-current corporate travel policies and will be billed at-cost with no mark-up. At Customer’s request, Wrike will provide receipts or other reasonably satisfactory evidence of such expenses.
1.3 Changes to Professional Service(s) Scope
a. Changes. All requested changes that deviate from the purchased Professional Services Package must be outlined in an order form signed by both Parties (“Amendment”) or (“Change Order”), the responsibility of drafting and managing such paperwork will be with Wrike. Depending on the applicable changes, additional Fees may apply, which will be outlined in the Amendment or Change Order as applicable.
b. Customer Delays. If Customer requests that the purchased Professional Services be placed on hold for any or no reason, Wrike may, upon written notice to Customer, charge Customer a one-time fee (based on Wrike’s then-current percentage rate of the applicable purchase), which Customer shall pay within 30 days of receipt of the applicable invoice (“Delay Fee”). If Customer requests that the overall timeframe for the performance of the applicable purchase be extended beyond the original delivery deadline for any or no reason, Wrike reserves the right, upon written notice to Customer, to charge a one-time fee (based on Wrike’s then-current percentage rate of the applicable purchase, calculated for every month the original delivery deadline passes), which Customer shall pay within 30 days of receipt of the applicable invoice (“Deadline Extension Fee”).
Last Updated July 1, 2021