Professional Services Supplemental Terms

Capitalized terms which are not defined in these Supplemental Terms have the meanings set out in the Haivision Terms and Conditions (“Terms and Conditions”) incorporated within the quotation or other Order Documentation which references these Supplemental Terms.

1.0 Professional Services shall be furnished on the following terms:

1.1 Statements of Work. Haivision shall deliver the Professional Services as detailed in a Statement of Work. Customer shall be responsible for any delays in the performance of the Professional Services resulting from Customer’s acts and omissions, in which case, the timeline for the performance of the Professional Services shall be adjusted accordingly. Haivision reserves the right to charge additional fees for delays caused by Customer.

1.2 Acceptance. Upon completion of the Professional Services set forth in a Statement of Work, Haivision shall complete a final commissioning checklist to confirm that the Professional Services have been completed satisfactorily. Customer shall review and sign the checklist within fourteen (14) days. If Customer does not sign and approve the checklist within such 14-day period, Customer shall be presumed to have accepted the Professional Services in accordance with the Statement of Work. If Customer wishes to dispute items on the checklist, the terms of the Terms and Conditions dispute resolution procedure shall apply.

1.3 Training. Training may be performed on-site or off-site in accordance with the Statement of Work. If a Statement of Work includes on-site training and configuration or installation services, such training shall be performed concurrently with the configuration or installation services, unless otherwise agreed. If on-site training has been scheduled and does not occur due to the acts or omissions of Customer, Haivision shall be reimbursed for all out-of-pocket expenses which have already been incurred in preparation for such training. Training must be completed within ninety (90) days of the engagement’s completion. If training is not completed within this period due to Customer’s acts or omissions, Customer agrees and understands that the training fees will still be due and payable in full, and any fees paid in advance will not be reimbursed and Haivision may, at its sole discretion, refuse to perform the training.

1.4 Warranty For Professional Services. Haivision warrants that the Professional Services will be performed in a workmanlike manner in accordance with accepted industry standards. Upon a breach of this warranty, Customer shall notify Haivision within fourteen (14) days of the completion of the Professional Services. In the event of a breach of this warranty, Haivision shall, at its sole discretion, reperform the Professional Services which were non-compliant or refund the corresponding fees. The foregoing shall be Customer’s sole remedy in the case of a breach of this warranty.