> For the complete documentation index, see [llms.txt](https://legal.synap.ac/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://legal.synap.ac/professional-services-agreement.md). # Professional Services Agreement Standard terms applying when Synap provides consultancy, implementation, custom development, exam-day support or other professional services. This Professional Services Agreement applies where an Order Form identifies consultancy, implementation, custom development, exam-day support, strategic advice or other professional services (**Professional Services**). The Terms of Service and the applicable Order Form also apply. Capitalised terms not defined here have the meanings given in the Terms of Service. If there is a conflict, the Order Form prevails for the Professional Services it expressly covers, followed by this Professional Services Agreement and then the Terms of Service. ## 1. Scope The applicable Order Form will describe the Professional Services, fees and, where relevant, deliverables, estimated timetable, Customer dependencies and acceptance criteria. Synap is not required to provide work outside the agreed scope unless the parties agree a change under section 4. ## 2. Performance and cooperation Synap will perform the Professional Services with reasonable skill and care and in accordance with generally accepted industry standards. Synap may use suitably qualified employees and subcontractors and remains responsible for their performance as required by the Agreement. Customer will provide timely access, information, decisions, personnel, systems and other assistance reasonably required for the Professional Services. Customer is responsible for the accuracy and completeness of materials and instructions it supplies. Synap is not responsible for delay or non-performance to the extent caused by Customer or a third party under Customer's control. Any affected timetable will be extended reasonably, and Synap may charge reasonable additional fees where the delay causes additional work or cost, provided it notifies Customer in advance. Synap controls the manner and means by which the Professional Services are performed, subject to the agreed scope, timetable and any Customer security or access requirements identified in the Order Form. ## 3. Development and implementation services This section 3 applies to Professional Services involving implementation, configuration, integration, migration, custom development or other agreed deliverables. ### 3.1 Delivery and acceptance Where an Order Form includes deliverables or acceptance criteria, Customer will review each deliverable promptly after delivery. Unless the Order Form states another period, Customer has ten business days to either accept the deliverable or give Synap written notice identifying a material failure to meet the agreed acceptance criteria. A deliverable is accepted when Customer: * confirms acceptance in writing; * uses it in a live or production environment other than for agreed acceptance testing; or * does not give a valid rejection notice within the applicable review period. If Customer gives a valid rejection notice, Synap will use reasonable efforts to correct the identified non-conformity and resubmit the deliverable. The same review process will then apply to the corrected deliverable. A rejection does not affect Customer's obligation to accept and pay for any separable part of the deliverable that materially conforms to the agreed criteria. If an Order Form does not specify acceptance criteria, acceptance will be assessed against the material requirements expressly stated in that Order Form. 3.2 Changes A change to the scope, deliverables, assumptions, dependencies, timetable or fees must be agreed in a written change order signed or otherwise accepted electronically by authorised representatives of both parties (**Change Order**). For a minor change, Synap may agree that an email exchange between authorised representatives is sufficient. Synap is not required to begin a requested change until the parties have agreed its effect on scope, timing, fees and resources. Verbal discussions or instructions do not change the agreed scope unless confirmed in writing under this section. ## 4. Support and managed services Where an Order Form includes exam-day support, end-user support or other managed services, Synap will provide those services in accordance with the agreed scope and any documented instructions, scripts and escalation procedures supplied by Customer. Customer remains responsible for examination rules, candidate eligibility, accommodations, assessment decisions and other substantive decisions concerning End Users. When Synap receives an End User query outside its agreed authority, Synap may refer the End User to Customer, request instructions from Customer or facilitate contact between them. Customer must provide and maintain suitable escalation contacts. If Synap reasonably believes that an End User or another person may face an immediate and serious risk to their health or safety, and it is not practicable to obtain timely instructions from Customer, Customer authorises Synap to take reasonable, good-faith steps that Synap considers appropriate in the circumstances. These may include encouraging the person to contact local emergency services, contacting emergency services or an emergency contact on their behalf, and disclosing the minimum information reasonably necessary to obtain assistance. Synap does not provide medical advice and does not undertake to monitor End Users for medical or other emergencies or guarantee that an emergency will be identified or successfully resolved. Where practicable, Synap will record the action taken and notify Customer promptly afterwards. ## 5. Fees, expenses and third-party costs Customer will pay the fees and any approved expenses stated in the Order Form or Change Order. A quote for third-party services or disbursements is based on the supplier pricing available when the quote is issued. If an external supplier subsequently changes that pricing, Synap will notify Customer before incurring a material additional cost. The parties will then agree whether to approve the cost, adjust the scope or discontinue the affected item. Customer remains responsible for third-party commitments already approved and which cannot reasonably be cancelled. ## 6. Warranty and remedy Synap warrants that it will perform the Professional Services in accordance with section 2. If Customer reasonably believes Synap has breached this warranty, it must notify Synap with sufficient detail within thirty days after the affected Professional Services are performed or the relevant deliverable is accepted. Synap will, at its option, re-perform the non-conforming Professional Services or refund the fees paid for the non-conforming portion where re-performance is not reasonably practicable. To the fullest extent permitted by law, this is Customer's sole and exclusive remedy for breach of the warranty in this section. The warranty does not apply to a problem caused by Customer materials or instructions, a Customer or third-party modification, or use outside the agreed scope. Synap does not guarantee a particular commercial, regulatory, assessment or other outcome from the Professional Services. ## 7. Deliverables and intellectual property Customer retains ownership of Customer Data and materials it supplies. Customer grants Synap and its subcontractors a licence to use those materials only as reasonably necessary to provide the Professional Services and exercise Synap's rights under the Agreement. Synap and its licensors retain ownership of all software, models, tools, templates, methods, know-how and other materials developed or owned independently of the Professional Services, together with generic improvements and reusable components (**Background Materials**). Unless the Order Form expressly states otherwise, Synap owns the deliverables and all intellectual property rights in them. Subject to payment of the applicable fees, Synap grants Customer a non-exclusive, non-transferable and non-sublicensable licence to use the deliverables with the Services for Customer's permitted business purposes during its Subscription Term. A deliverable may include third-party materials subject to their applicable licence terms. Synap will identify any material third-party restriction of which it is aware and which materially affects Customer's intended use. ## 8. Liability and termination The limitations and exclusions of liability, confidentiality obligations, termination rights and other general provisions in the Terms of Service apply to the Professional Services. Termination does not affect fees for Professional Services already performed or approved third-party commitments that cannot reasonably be cancelled.