Professional Services Agreement

This document outlines Synap's standard terms for undertaking any consultancy work.

Synap offers a range of consultancy and support services (collectively "Professional Services"), such as custom development of software and integrations, exam-day support and strategic advice. The exact nature, scope and duration of these Professional Services will vary, and will be determined by a separate Order Form.

For any such engagement, the following terms, as well as our Subscriber Terms of Service shall apply, unless explicitly stated otherwise in the associated Order Form.

1. Performance and Acceptance of Professional Services.

2.1 Both parties agree to cooperate in good faith to achieve satisfactory fulfillment of the Professional Services in a timely and professional manner.

2.2 Synap will perform the Premier Services through qualified employees and/or subcontractors.

2.3 Subscriber agrees to provide, at no cost to Synap, timely and adequate assistance and other resources reasonably requested by Synap to enable the performance of the Professional Services. Synap, including its Subcontractors, will not be liable for any deficiency in the performance or effectiveness of Professional Services to the extent such deficiency results from any acts or omissions of Customer, including, but not limited to, Customer's failure to provide Assistance as required hereunder.

2.4 Synap will control the method and manner of performing all work necessary for completion of Professional Services, including but not limited to the supervision and control of any Professional Services Personnel performing Professional Services. Synap will maintain such a number of qualified Professional Services Personnel and appropriate facilities and other resources sufficient to perform Synap's obligations under the Agreement in accordance with its terms.

2.5 Deliverables shall be deemed accepted by Subscriber in accordance with the terms of the Order Form and upon execution of the Order Form.

2. Change Orders.

After execution of an Order Form, the Professional Services to be provided under that Order Form may only be changed through a change order mutually executed by the Parties (“Change Order”). The only exception to this is if, at Synap's sole discretion, we deem the requested change to be minor in nature in which case we may accept written (including email) confirmation between the Customer and an Authorised Synap Representative.

3. Limitation of Liability & Disclaimer

Synap warrants that:

(a) the Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner by Synap, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at Synap's discretion, re-performance of the Professional Services or return of the portion of the Fees paid to Synap by Customer for the nonconforming portion of the Premier Services; and

(b) Synap is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.

4. Third Party Costs & Disbursements

Where an Order Form provides a quote for any Third Party services (e.g. exam proctoring costs or agency rates), Synap reserves the right to change the quoted price if the price quoted is no longer commercially viable. We will of course make all efforts to avoid this and to communicate any required changes in advance.

5. Rights to Deliverables; Ownership.

The Parties hereby agree that the specified Professional Services to be completed pursuant to any Order Form, have as a prerequisite Customer's current subscription to a Synap Service and integration of Customer Data with and into one or more Services, and therefore the Deliverables - unless explicitly stated otherwise in an associated Order Form - are inoperative without an active subscription to a Synap Service. As between the Parties, Synap shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and Subscriber hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, Synap grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Subscriber’s permitted use of the Services.