Imply Data, Inc
Consulting Services Schedule
Effective: October 1, 2025
This Consulting Services Schedule (“Schedule”) forms part of, and is subject to, the Agreement or other written or electronic terms of service or subscription by and between the legal entity defined as “Customer” thereunder together with all Customer Affiliates who are signatories to an Order Form (collectively, for purposes of this Schedule, “Customer”) and Imply Data, Inc. (“Imply”). Capitalized terms used in this Schedule but not defined herein shall have the meanings given them in the Agreement.
1. CONSULTING SERVICE SCOPE. Imply will provide Customer the Consulting Services agreed by the Parties in the applicable Order Form. Consistent with Imply’s status as an independent contractor, Imply will retain the sole and exclusive right to supervise, control, and direct the manner and means by which it conducts the Consulting Services. Each Order Form will describe the Consulting Services to be performed by Imply, including, if and when applicable, the compensation and other consideration for such Consulting Services; a payment schedule or other custom payment terms; responsibilities on the part of the Customer, including Customer Requirements (as that term is defined below); any specifications; a schedule of deliverables; the term of the Order Form; a description of reimbursable expenses; and any other terms and conditions mutually agreed upon by the Parties in connection with Imply’s performance of the Services. Imply will be reimbursed for expenses incurred that are reasonable and that have been approved in advance by Customer. Consulting Services are only for Customer’s internal use. Customer may not use the Consulting Services to supply any installation, consulting or training services to any third party. Subject to the Limited Services Warranty set forth below, all Consulting Services shall be deemed accepted upon delivery.
2. CHANGE ORDERS. Customer may request that changes be made to the Consulting Services described in the Order Form (e.g., an addition, a deletion, or another modification to the applicable deliverables). If a change order recites changes that materially increase the scope of the Consulting Services or the time, effort, or expense required to perform the applicable Consulting Services, then within ten (10) business days after Imply’s receipt of the requested changes, Imply will provide to Customer a summary of the modifications to be made to the applicable Order Form in order to effect the requested change. During the ten (10) business day period following Customer’s receipt of Imply’s estimate, the Parties will work together in good faith to prepare a revised Order Form. If, within such ten (10) business day period, the Parties are unable to agree on a revised Order Form, the then-existing Order Form will remain in full force and effect, and Imply will have no further obligation with respect to the applicable Change Order. If the Parties are able to agree on a revised Order Form, the mutually agreed-upon changes will be memorialized in an amendment to the Order Form, which will be attached to the then-existing Order Form and this Agreement. All notices pursuant to this section will be in writing (an email will suffice).
3. CUSTOMER REQUIREMENTS. Customer shall be responsible for providing Imply with the following: Customer’s business requirements, technical data, computer facilities, network access, programs, software, files, lists, documentation, test data, sample output, feedback, or other information, equipment, materials, assistance, and resources in Customer’s possession or control that it is necessary or advisable for Imply to have, or have access to, in order to effectively perform the Consulting Services set forth in the applicable Order Form (collectively “Customer Requirements”). Customer will make Customer Requirements readily available to Imply in a timely manner at no charge. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness, and consistency of any and all Customer Requirements supplied by Customer, including being responsible for any fees, expenses, and other costs incurred or accrued during any resulting delay, or delays. Customer acknowledges that the timely provision of and access to the Customer Requirements may be essential to Imply’s performance of the Services and that Imply’s ability to complete the Services may be dependent upon the same. If Customer fails to provide the Customer Requirements necessary for Imply to fulfill an obligation hereunder, Imply is discharged from any such obligation until Customer provides such information and/or assistance.
4. TRAINING.
4.1 Location and Timing. Training shall be provided at the location set forth in the Order Form (the “Location”). If no location is specified, the training will be provided at a Location to be determined and confirmed in writing with the Customer. For onsite, virtual and e-learning training, the Customer is responsible for testing all necessary facilities and systems prior to the scheduled training to enable Imply to provide the training unless otherwise specified in the Order Form. Unless otherwise advised, Customer training participants who attend public training should arrive at the classroom location no later than fifteen (15) minutes (and no later than thirty (30) minutes to the virtual classroom) prior to the commencement of the training on the first training day. Where and when the length of a course is specified in a number of days, a “day” is not more than seven (7) hours of lecture with a one (1) hour breakfast or lunch. Any onsite training will be agreed between the Parties, but shall not include more than seven (7) hours of lecture on any single day. Training is only valid for the number of courses, dates and times (including the start and end date), Locations, delivery mechanisms (i.e., onsite, virtual or other), and number of students (participants) specified in the Order Form. Training dates must be confirmed three or more weeks in advance of the training date. All confirmed training registrations will be subject to the postponement policy as detailed in Section 5.
4.2 Course Availability and Content. Training content will be substantially in line with the relevant training description set forth in Customer’s Order Form. Imply reserves the right to withdraw or re-schedule training at any time prior to the training start date without any liability to the Customer. In the event that Imply is aware that there is a need to reschedule, then Imply will make a reasonable effort to notify the Customer at least one week in advance.
4.3 Training Participants. Customer may substitute training participants by giving forty-eight (48) hour written notice to Imply prior to the commencement of the scheduled training. Imply reserves the right to exclude training participants from the class who are, in its reasonable opinion, causing disruption to such class. In the event of such exclusion no refund of any associated fees will be made. Imply does not allow Customers to have additional participants “audit” its training courses. Customer agrees to pay for any and all participants that are in the classroom at the time of training, including last minute participants and drop-ins.
5. POSTPONEMENT OF SERVICES. No penalty will be assessed if Customer postpones a scheduled Consulting Service to be performed at Customer’s site (hereafter a “scheduled service”) at least twenty (20) business days or more before the start of the scheduled service. If Customer postpones a scheduled service at least ten (10) but less than twenty (20) business days before the start of the scheduled service, a penalty of ten percent (10%) of the amount of the scheduled service fee may be assessed plus any nonrefundable travel or expense costs. If Customer postpones a scheduled service less than ten (10) business days before the start of the scheduled service, a penalty up to twenty-five percent (25%) of the scheduled service may be assessed plus any nonrefundable travel or expense costs.
6. LIMITED SERVICES WARRANTY. Imply shall provide qualified service providers who perform in a professional and workmanlike manner in accordance with industry standards. The warranty specified in this section shall apply only to failures or breaches of warranty which are reported to Imply by Customer within thirty (30) days after the date the Consulting Services are delivered to Customer. Imply’s sole obligation for failure to meet the warranty specified above shall be for Imply, upon receipt of written notice of such failure from Customer, to attempt to remediate the failure or cure the breach within thirty (30) days of Customer’s written notice thereof. If Imply is unable to correct the failure or cure the breach, then Imply shall return any fees paid for the defective Consulting Services.