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Sinequa GenAI Assistant
PROFESSIONAL SERVICES TERMS AND CONDITIONS
Version: June 2025
These Professional Services Terms and Conditions (the “Terms”) govern any Professional Services purchased by the customer entity identified in the applicable Order Form (“Customer”) from the provider entity specified therein (“Provider”), provided that the Order Form expressly references these Terms or these Terms are attached thereto. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” In the event of any contradiction or discrepancy between the provisions of the Terms and the terms of the Order Form the latter shall prevail. Customer’s terms and conditions of purchase shall not apply.
1.1 Provider’s Obligations. Provider shall provide to Customer the Professional Services outlined the Order Form. Every Order Form shall include a description of the Professional Services to be performed, the date upon which the service will commence, the term of the Order Form, and the fees to be paid to Provider (“Service Fees”). Unless otherwise provided in an Order Form, there shall be no deliverables or acceptance procedures (expressed or implied) applicable to the Professional Services. Professional Services will be delivered on a time and materials basis.
1.2 Collaboration. Professional Services shall be performed by Provider in collaboration with Customer, who shall determine task priorities and the general organization of its activity. In this context, Provider’s warranty is limited to ensuring that the technical skills of its personnel are consistent with the description provided in the Order Form and are appropriate for the performance of the Professional Services set out therein. The above provisions do not imply or result in Provider’s personnel being considered as employees of Customer, and Customer shall never treat them as such. Customer shall never exercise any authority or give instructions to Provider’s personnel that would be of a nature reserved to an employer in relation to its employees.
1.3 Customer’s obligations. Customer undertakes to provide Provider with all necessary cooperation and information to ensure the proper performance of the Professional Services, as well as to make available all elements required for the proper delivery of the Professional Services and to grant sufficient access to its premises where the Parties have agreed that the Professional Services shall be performed at the Customer’s location. Customer acknowledges and agrees that the performance of the Professional Services depends on the accuracy and completeness of the information provided by Customer. Customer shall comply with all applicable laws and regulations relating to its activities in connection with the Order Form and shall obtain and maintain in force all licenses and authorizations (including authorization from any third-party service provider) that may be necessary or required for the performance, receipt and use of the Professional Services, without infringing the rights of the licensors of such licenses and authorizations. Customer shall ensure that it makes appropriate backup copies of its software, configurations, data, documentation and files prior to and during the performance of the Professional Services by Provider.
2.1 Term. Each Order Form shall become effective on the effective date specified in the Order Form and shall remain in effect for the term outlined therein.
2.2 Termination. An Order Form may be terminated by either Party, effective on written notice to the other Party, if the other Party materially breaches these Terms or terms of the Order Form and such breach remains uncured 90 days after the non-breaching Party provides the breaching Party with written notice of such breach. Additionally, an Order Form may be terminated by Provider, effective on written notice to Customer, (i) if Customer fails to pay any amount when due under the respective Order Form, where such failure continues more than 30 days after Provider’s delivery of written notice thereof, (ii) if Customer is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, (iii) if Customer no longer meets the ethical and compliance standards outlined in the Provider’s Responsible Sales Policy, as referenced herein, (iv) if it becomes unlawful for Provider to continue performing its obligations under an Order Form due to Export Control Regulations, (v) if there is a change in the political situation of the country in which the Professional Services are rendered, if outside the United States, or (vi) if Customer breaches its obligations under Export Control Regulations Section hereof, including, without limitation, if Customer makes use of Professional Services for a purpose other than the one for which the relevant order was placed, the Customer has not obtained the necessary license to export the Professional Services, or the Customer has not provided or updated the applicable end user certificate. An Order Form may not be terminated for convenience by either Party.
3.1 Price. Unless otherwise specified in the applicable Order Form, the Service Fees shall be stated in U.S. dollars, and exclude any federal, state, or local taxes, duties, levies, or other charges, including but not limited to sales, use, or value-added taxes, arising from the commercial transactions executed under each Order Form (collectively, the “Taxes”). Customer shall be solely responsible for the payment of all such Taxes, unless Provider is required by applicable law to collect or remit them. In such case, the Provider shall invoice the Customer for such Taxes, in addition to the Service Fees, at the applicable rate in effect as of the date of invoicing, unless the Customer provides the Provider with a valid tax exemption certificate issued by the appropriate taxing authority. Service Fees do not include expenses. Such costs will be supported by appropriate receipts.
3.2 Price Adjustment. Provider may change the Service Fees upon renewal of an Order Form in its sole discretion, provided that Provider gives Customer reasonable notice of any such Service Fee change prior to the end of the Order Form term.
3.3 Payment. The Customer agrees to pay the Service Fees specified in the Order Form in accordance with the payment frequency and due dates set forth therein. Unless otherwise specified in the Order Form, the Service Fees will be invoiced upfront, and expenses will be invoiced on a monthly basis. Payments for invoices are due within thirty (30) days of the invoice date in full and without any deductions or discounts, and shall be made by bank transfer.
3.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to Provider, Provider may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law. Interest will be calculated monthly and Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees. If failure to make any payment when due continues for seven days following written notice thereof, Provider may suspend the performance of the Professional Services.
4.1 Pre-existing Intellectual Property. The Parties agree that each Party solely and exclusively owns all Intellectual Property Rights in and to either Party’s Pre-Existing Intellectual Property including, without limitation, any and all goodwill related thereto or resulting therefrom. Neither Party shall contest, either directly or indirectly by assisting a third party, the other Party’s sole and exclusive rights, including ownership rights, in and to the other Party’s Pre-Existing Intellectual Property, and except as expressly provided otherwise, nothing in the Terms or an Order Form shall be deemed to confer upon either Party any right, title or interest whatsoever in the other Party’s Pre-Existing Intellectual Property. “Pre-existing Intellectual Property” means a Party’s discoveries, inventions, innovations, ideas, formulations, methods, techniques, technological developments, enhancements, modifications, or improvements thereto and works of authorship, and all patents, copyrights, trade secret rights and other intellectual property rights therein in existence prior to the effective date of an Order Form. Without limitation, the Provider’s software, technical information, and documentation shall be considered Provider’s Pre-existing Intellectual Property, and Customer’s data shall be considered Customer’s Pre-existing Intellectual Property.
4.2 Deliverables. Subject to Customer’s rights in its Pre-existing Intellectual Property, Provider shall own all Intellectual Property Rights in any Deliverable, which includes all intellectual property rights therein and thereto. Provider hereby grants to Customer a free of additional charge non-exclusive, non-transferable, non-sublicensable, royalty-free right and license to use the Deliverable, if, and as long as, used with Provider’s software under a valid software license. Either Party shall promptly give notice to the other Party of any conduct that comes to its attention that may infringe or constitute a conflicting or illegal use of the Pre-existing Intellectual Property, and any claim or assertion by any person, whether or not made in a legal action, that any of the Pre-existing Intellectual Property infringes any rights of a third party.
4.1 Warranty. Provider warrants that all Professional Services provided under these Terms and an applicable Order Form will be performed in a good and workmanlike manner, in accordance with the Terms and each Order Form. No representative, consultant, agent, or employee of Provider is authorized to make any modification, extension, or addition to this limited warranty.
4.2 Sole Remedy. Provider shall use reasonable commercial efforts to promptly cure any breach of its warranty under Section 4.1 that it receives timely written notification of. If Provider cannot cure such breach within 30 days after Customer’s written notice of such breach, Customer may, at its option, terminate the applicable Order Formby serving written notice of termination. In the event an Order Form is terminated pursuant to this Section, Provider shall refund to Customer any pre-paid, unused Services Fees for under the applicable Order Form as of the effective date of termination. Provider’s obligations under this Section are conditioned upon Customer’s notification in writing of such breach within ten (10) days of its occurrence. THE REMEDIES SET FORTH IN THIS SECTION SHALL CONSTITUTE CUSTOMER’S SOLE REMEDIES FOR BREACH OF WARRANTY.
4.3 Disclaimer. PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 4.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. NO WARRANTY IS MADE THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. PROVIDER EXPLICITLY EXCLUDES ALL WARRANTIES RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER ACKNOWLEDGES THAT THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
5.1 Exclusions of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN NEITHER PARTY (INCLUDING THEIR AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS), ARISING OUT OF OR RELATING TO THE PROFESSIONAL SERVICES, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES THAT COULD NOT REASONABLY HAVE BEEN FORESEEN AT THE TIME THE PROFESSIONAL SERVICES WERE RENDERED.
5.2 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING THEIR AFFILIATES) ARISING OUT OF OR RELATED TO THE PROFESSIONAL SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EXCEED 50% OF THE FEES ACTUALLY PAID BY CUSTOMER FOR PROFESSIONAL SERVICES UNDER THE AFFECTED ORDER FORM IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.3 Exceptions. The exclusions and limitations of liability in this Section, shall not apply to (i) death, or bodily injury caused by either Party, (ii) either Party’s gross negligence, willful or intentional misconduct, fraud, or fraudulent misrepresentation, as well as Customer’s payment obligations, and any breaches thereof, and (iii) any liability that cannot be limited or excluded under applicable law.
5.4 Miscellaneous. a) The Parties agree to take all reasonable steps to mitigate their respective damages in the event of any claim, whether arising from breach of contract, tort, or any other legal theory.
6.1 Duty of Confidentiality. Each Party acknowledges that during the performance of the Order Forms, it may obtain Confidential Information from the other Party. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care). The receiving Party must not (i) use the Confidential Information of the disclosing Party other than as necessary to fulfill the receiving Party’s obligations or to exercise the receiving Party’s rights under the Terms or the Order Form, (ii) disclose Confidential Information of the disclosing Party to any person or entity other than its Representatives who need to know it to fulfill the receiving Party’s rights and fulfill its obligations under the Terms and the Order Form and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms and the Order Form. The disclosing Party shall remain responsible for any third party’s compliance with the confidentiality obligations set forth in this clause. The confidentiality obligations will survive for three (3) years after the termination or expiration of the Order Form.
6.2 Exclusions and Exceptions. a) The confidentiality obligations set forth herein shall not apply to Confidential Information that the receiving Party can demonstrate by written or other documentary records: (i) was or becomes generally known by the public other than by the receiving Party’s or any of its Representatives’ noncompliance with these Terms and the Order Form; (ii) was rightfully known to the receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving Party in connection with the Terms and the Order Form; (iii) was or is received by the receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the receiving Party without reference to or use of any Confidential Information.
7.1 Compliance with Regulations. The Parties undertake to comply with the applicable legislation concerning data protection, in particular, Regulation (EU) 2016/679 of the European Parliament, to the extent applicable (hereinafter the “Applicable Regulations”). Customer specifically undertakes to ensure that personal data has been collected in compliance with the Applicable Regulations, including in particular (i) obtaining the prior consent of the data subjects where applicable, (ii) ensuring the traceability of such consent, and (iii) in any case, providing prior information to data subjects.
7.2 Subprocessing of Personal Data. When Provider processes personal data on behalf of Customer, the Parties shall comply with the terms set out in a data processing agreement if applicable.
8.1 Compliance with Export Control Regulations. The Parties represent and warrant that they will comply with all Export Control Regulations.
8.2 Customer as Importer. Customer is considered the importer of the Professional Services for the purposes of Export Control Regulations and is solely responsible for ensuring compliance with applicable local laws and regulations, as well as verifying that the Professional Services delivery is not prohibited for sale in its country of importation. Provider will not be held liable for any non-compliance with the legislation of the importation country. Customer shall provide Provider in a timely manner with any documentation necessary to obtain the permits or licenses required for Provider to export the Professional Services.
8.3 Documentation. Customer shall obtain and provide to Provider in a timely manner and at its own expense, all regulatory authorizations and approvals necessary or desirable under applicable Export Control Regulations in connection with the sale of the Professional Services, including without limitation any end user certificates as required. Provider may suspend delivery of the Professional Services to the Customer without incurring any liability whatsoever until its receipt of any certificates, licenses, permits or other documents required under applicable Export Control Regulations.
8.4 Additional Customer Obligations. Customer shall not
(i) export or re-export Professional Services or any technical data related to the Professional Services to any country prohibited under the export regulations of the United States, the European Union, or any other applicable jurisdiction, without the prior written consent of Provider,
(ii) use the Professional Services or make them available to any individual or entity in connection with terrorist activities or any activities that violate sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council (UNSC), the European Union, or any other body with the authority to enforce economic sanctions,
(iii) to the extent that the territory for the Professional Services delivery is restricted in the applicable Order Form, export or re-export the Professional Services outside such territory in accordance with the applicable export license. Customer represents and warrants that neither the Customer and its Affiliates nor their respective directors and officers are subject to sanctions imposed by the aforementioned bodies.
8.5 No Re-Export to Russia. a) Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or to Belarus or for use in the Russian Federation or in Belarus any Professional Services supplied under or in connection with these Terms that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and/or of Article 8 septies of Council Regulation (EC) No 765/2006 reexport.
9.1 Customer Obligation. For the duration of the term of each Order Form and for a period of one (1) year following the completion of such Order Form, Customer must not, without the prior written consent of Provider, directly or indirectly, for its own account or that of any other entity, in any manner solicit or induce for employment or independent contractor work any person who was involved in the performance of such Order Form, and who is then in the employ or a contractor of Provider or whose employment or contractor status ended less than six (6) months prior to the date of any solicitation, offer of employment, or engagement. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section 9.1, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach of this 9.1.
9.2 Provider Remedy. In the event Customer breaches its obligations under Section 9.1, Customer shall, upon demand, pay Provider an amount equal to one (1) year’s basic gross salary or the annual fee paid by Provider to the affected employee, worker, or independent contractor, along with the reasonable recruitment costs incurred by Provider in replacing such individual. This amount is intended to cover the costs of replacing the individual and is not a penalty, but a reasonable estimate of the damages incurred by Provider due to the breach.
10.1 Applicable Law. a) These Terms and the Order Form shall be governed by and construed in accordance with the Laws of the State of New York, without regard to its principles regarding conflicts of law. Notwithstanding Section 10.1b), all disputes arising out of or relating to the Terms and any Order Form will be brought in the federal or state courts located New York City, New York, and the Parties consent and submit to jurisdiction in such courts. THE PARTIES AND THEIR AFFILIATES WAIVE ALL RIGHTS TO TRIAL BY A JURY.
10.2 Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under these Terms or the Order Form, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent. Notwithstanding the aforesaid, no such prior written consent shall be required for the assignment, or transfer of any rights or obligations to an Affiliate that is able to satisfy the obligations of the assigning Party under this Agreement, provided such Affiliate is not a competitor of the other Party. No assignment, delegation, or transfer will relieve the assigning Party of any of its obligations or performance under these Terms or the Order Form. Any purported assignment, delegation, or transfer in violation of this Section is void. The Terms and the Order Form is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
10.3 Compliance and Corporate Responsibility. Each Party agrees to comply with applicable regulations regarding the protection of human rights, corporate social responsibility, labor laws, and anti-corruption laws. Customer will furthermore comply with Provider’s Responsible Sales Policy, which is available on Provider’s website.
10.4 Independent Contractor. Provider will perform its obligations as an independent contractor of Customer, and neither these Terms nor the Order Form shall be construed to create a partnership, joint venture, agency or employment relationship between Provider and Customer. Provider’s personnel remains under Provider’s exclusive authority and control at all times. As the employer, Provider is responsible for the administrative, accounting, and social management of its employees involved in the performance under the Order Form.
10.5 Notices. Any notice, request, consent, claim, demand, waiver, or other communication under the Terms and the Order Form have legal effect only if in writing and addressed to a Party as indicated in the Order Form. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
10.6 Waiver. No waiver by any Party of any of the provisions these Terms or the Order Form will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Terms or the Order Form, neither a failure to exercise or a delay in exercising, nor any single or partial exercise of any right, remedy, power, or privilege arising from the Terms or the Order Form will preclude the initial or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
10.7 Equitable Relief. Each Party acknowledges that a breach by a Party of the Sections 6 or 9 may cause the non-breaching Party irreparable damages, for which an award of damages may not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Terms to the contrary.
10.8 Entire Agreement. These Terms, together with any other documents incorporated herein by reference, any exhibits, attachments and appendices, as well as the Order Forms, constitute the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Statements or representations made by either Party during negotiations shall not be binding unless expressly incorporated into the Terms, its exhibits, attachments or appendices, or the Order Forms. Any terms in Customer’s purchase order that conflict with the Terms, its exhibits, attachments or appendices, or the Order Forms shall be deemed null and void. In the event of any inconsistency between the statements made in these Terms, the exhibits, attachments and appendices, any Order Forms, and any other documents incorporated herein by reference, the following order of precedence in descending order governs: (i) any Order Forms, (ii) the exhibits, attachments and appendices to these Terms, (iii) these Terms, (iv) any other documents incorporated herein by reference.
“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, either Party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies, whether through, without limitation, the ownership of more than 50% of the voting securities, by contract, or otherwise.
“Confidential Information” means any information disclosed by a Party that is either explicitly designated as confidential or that, due to its nature and the circumstances of its disclosure, should reasonably be understood to be confidential. The Provider’s Confidential Information includes all technical and performance-related information regarding Provider’s software solutions, any non-public documentation provided by the Provider, as well as the terms and conditions of the any Order Form.
“Deliverable” means all elements, results, specific developments, customized and/or dedicated deliverables, improvements, inventions, discoveries, creations, formulas, processes, methods, drawings and other works and/or all documents, objects and information related to the above, whether patentable or not, generated and/or carried out within the framework of the Professional Services rendered by Provider to Customer.
“Export Control Regulation” means all applicable national and international laws and regulations, licenses and authorizations applicable to national security and strategic interest, as well as all sanctions or economic restrictions, the export, import, re-export, re-import or transfer of Professional Services, their components, technical data and technology.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means a written document signed by the authorized representative of Customer and Provider or their respective Affiliates referencing these Terms, and summarizing the Provider’s Professional Services offering and its associated pricing; the rights and obligations of the Parties outlined in the Terms are considered to be incorporated into the Order Form.
“Professional Services” means any service provided alongside Provider’s software solution, including but not limited to consulting, analysis, migration, training, configuration, software development, integration, engineering, or implementation, as described in an Order Form.
