(Hours-Based and Fixed-Fee Engagements)
Product-Specific Attachment —
Professional Services
1. Purpose and Scope
1. Purpose and Scope
This Product-Specific Attachment (“PSA”) sets forth the additional terms and conditions
applicable to Sales Orders for Professional Services delivered by Single Point Global,
Inc. (“SPG”) under either of the following engagement models:
1. Hours-Based (Time and Materials) Engagements — SPG performs a defined
scope of work using billable professional service hours, and Customer pays for the hours
actually performed; and
2. Fixed-Fee Engagements — SPG performs a defined scope of work for a fixed, not-to-
exceed fee stated in the Sales Order, independent of the actual hours incurred.
This PSA applies to all Sales Orders that reference it. Capitalized terms not defined herein have
the meanings set forth in the MSA (General Terms and Conditions v1.7). In the event of a
conflict between this PSA and the MSA, the MSA controls except to the extent this PSA expressly
modifies it for Professional Services engagements.
Pricing. All hourly rates, rate categories, multipliers, minimums, fixed fees, expense
thresholds, and any other pricing applicable to Professional Services under this PSA are set forth
solely in the applicable Sales Order (and any attached Statement of Work). Nothing in this PSA
establishes or implies any pricing, and in the event of any inconsistency, the pricing stated in the
Sales Order controls.
2. Definitions
“Engagement” means a specific Professional Services project described in a Statement of
Work (“SOW”) or Sales Order, performed on either an hours-based or fixed-fee basis.
“Hours-Based Engagement” means an Engagement performed on a time-and-materials
basis, in which Customer pays for Billable Hours actually performed at the rates set forth in the
applicable Sales Order.
“Fixed-Fee Engagement” means an Engagement performed for a fixed, not-to-exceed fee
stated in the Sales Order or SOW, payable as specified therein regardless of the actual hours
incurred, provided the scope described in the SOW is completed.
“Fixed Fee” the fixed, not-to-exceed amount stated in the Sales Order or SOW for a Fixed-Fee
Engagement.
“Billable Hours” means the actual time spent by SPG personnel performing Professional
Services under a Hours-Based Engagement, measured in increments as specified in the
applicable Sales Order.
“Statement of Work (SOW)” means a written document, incorporated by reference into a
Sales Order, that describes the scope, deliverables (if any), engagement model (hours-based or
fixed fee), estimated hours and/or Fixed Fee, rates (if applicable), timeline, and Customer
responsibilities for a specific Engagement.
“Estimated Hours” means the non-binding projection of hours for an Engagement set forth
in an SOW or Sales Order. Estimated Hours are for planning purposes only and do not
constitute a commitment or cap unless expressly stated in the Sales Order.
“Professional Services” means consulting, implementation, integration, customization,
project management, training, migration, architecture design, and other technical or advisory
services performed by SPG personnel pursuant to this PSA on either an hours-based or fixed-fee
basis.
“Standard Rate” means the hourly rate for Professional Services under a Hours-Based
Engagement, as set forth in the applicable Sales Order or SOW.
“Overtime Rate” means the rate applicable to work performed outside of SPG’s standard
business hours or on SPG-observed holidays, as set forth in the applicable Sales Order or SOW.
“Travel Time” means time spent by SPG personnel traveling to and from a Customer Service
Location for on-site Professional Services, billable (if at all) as specified in the applicable Sales
Order or SOW.
“Non-Billable Time” means time spent on internal SPG training, administrative tasks
unrelated to the Engagement, or delays caused solely by SPG’s internal scheduling conflicts.
Non-Billable Time is not charged to Customer under a Hours-Based Engagement and does not
increase the Fixed Fee under a Fixed-Fee Engagement
3. Services and Scope of Work
3.1 Engagement Initiation
Each Professional Services Engagement shall be initiated by a fully executed Sales Order that
references this PSA and either (a) includes an attached SOW or (b) describes the scope,
engagement model (hours-based or fixed fee), estimated hours and/or Fixed Fee, and applicable
rates directly within the Sales Order. No Professional Services shall commence until the Sales
Order is fully executed by both Parties.
3.2 Scope of Work
The scope of each Engagement shall be as described in the applicable SOW or Sales Order. SPG
will perform Professional Services in accordance with the reasonable direction provided by
Customer in order to minimize disruption to Customer’s business, consistent with MSA Article
2.1
3.3 Changes to Scope (Change Orders)
Any change to the scope, deliverables, timeline, estimated hours, or Fixed Fee of an Engagement
must be documented in a written Change Order signed by both Parties. Verbal requests or
informal communications (e.g., email without written confirmation) do not constitute a binding
change. SPG may suspend work on any portion of the Engagement affected by an unapproved
scope change until a Change Order is executed.
For Fixed-Fee Engagements, any scope change that materially alters the effort required shall be
documented in a Change Order that adjusts the Fixed Fee and/or timeline as agreed by both
Parties. Absent an executed Change Order, the original Fixed Fee and scope remain unchanged.
3.4 Customer Responsibilities
Customer shall provide timely access to relevant systems, data, documentation, and personnel
necessary for SPG to perform the Professional Services. Customer’s failure to provide such
access or cooperation may result in delays, and SPG shall not be liable for failure to meet
timelines caused by Customer’s non-cooperation. Under a Hours-Based Engagement, additional
hours incurred due to Customer-caused delays (e.g., repeated rescheduling or incomplete
prerequisites) shall be billable at the rates set forth in the applicable Sales Order. Under a Fixed-
Fee Engagement, Customer-caused delays may extend the timeline and/or result in a Change
Order where the delay materially alters the scope or effort.
4. Fees, Billing, and Payment
4.1 Hours-Based Engagements (Time and Materials)
For Hours-Based Engagements, Customer shall pay for all Billable Hours actually performed at the rates set forth in the applicable Sales Order, regardless of whether the Estimated Hours are exceeded or not fully utilized. There is no minimum hourly commitment unless specified in the Sales Order.
4.2 Fixed-Fee Engagements
For Fixed-Fee Engagements, Customer shall pay the Fixed Fee stated in the applicable Sales Order or SOW, payable according to the milestone or payment schedule set forth therein. The Fixed Fee is not adjusted based on actual hours incurred, provided the scope described in the SOW is completed. The Fixed Fee is not-to-exceed for the scope described; out-of-scope work, Customer-caused scope changes, and third-party costs are addressed through Change Orders or Section 4.5.
4.3 Rates
For Hours-Based Engagements, all hourly rates (including any rates for after-hours work, travel time, project management, and training) are as set forth in the applicable Sales Order or SOW. Rates are exclusive of applicable taxes, travel expenses, and third-party costs (see Section 4.5).
4.4 Time Tracking and Reporting
SPG shall maintain accurate records of time and work performed for each Engagement. Upon Customer’s request, SPG shall provide a report summarizing progress (and, for Hours-Based Engagements, hours worked by date, resource, activity, and rate applied) within ten (10) business days of the request.
4.5 Expenses and Third-Party Costs
Customer shall reimburse SPG for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the Professional Services, including travel (airfare, lodging, ground transportation, meals, with receipts provided), Customer-approved software, cloud resources, or third-party tools required specifically for the Engagement, and shipping or courier costs for materials delivered to Customer. SPG shall obtain Customer’s prior written approval for any individual expense or aggregate monthly expenses exceeding the approval thresholds set forth in the applicable Sales Order. Expenses and third-party costs are billable in addition to the rates (Hours-Based Engagements) or the Fixed Fee (Fixed-Fee Engagements), unless the Sales Order expressly states otherwise.
5. Term and Termination of an Engagement
5.1 Term of Each Engagement
The term of each Engagement shall be as specified in the applicable Sales Order or SOW. If no term is specified, the Engagement continues until (a) completion of the scope described in the SOW, (b) full utilization of any hours cap stated in the Sales Order (Hours-Based Engagements), or (c) termination as provided below.
5.2 Termination for Convenience
Customer may terminate any Engagement for convenience upon thirty (30) days’ prior written notice to SPG. For Hours-Based Engagements, Customer shall pay for all Billable Hours performed through the effective termination date plus any non-cancelable third-party or travel commitments incurred prior to receipt of the termination notice. For Fixed-Fee Engagements, Customer shall pay (a) the portion of the Fixed Fee corresponding to work completed through the termination date, calculated per the payment schedule in the Sales Order or, absent one, on a pro-rata basis relative to work performed, plus (b) any non-cancelable third-party or travel commitments incurred prior to receipt of the termination notice. SPG may terminate any Engagement for convenience upon thirty (30) days’ prior written notice, provided SPG completes any work paid for or committed in writing.
5.3 Termination for Cause
Either Party may terminate an Engagement for cause in accordance with MSA Article 5.3. In the event of termination for cause, any applicable Termination Charges shall be as set forth in the applicable Sales Order, consistent with MSA Article 5.4.
6. Deliverables and Acceptance (If Applicable)
6.1 Deliverables
If the SOW specifies deliverables (e.g., documentation, configurations, code, or reports), SPG shall deliver them in the format and manner described in the SOW. Deliverables are provided subject to the warranty disclaimer in MSA Article 6.2, except to the extent a specific warranty is expressly stated in the SOW.
6.2 Acceptance
If the SOW includes an acceptance process, Customer shall have fifteen (15) business days from delivery of a deliverable to either (a) accept it in writing or (b) provide written notice of any material non-conformance with the SOW specifications. Failure to respond within that period constitutes acceptance, consistent with MSA Article 2.5.
6.3 Rework
SPG shall use commercially reasonable efforts to correct material non-conformities identified within the acceptance period. Rework to correct non-conformities within the original SOW scope shall not be billed as additional hours under a Hours-Based Engagement and shall not increase the Fixed Fee under a Fixed-Fee Engagement. Rework required due to changes in Customer requirements, new information, or scope changes is subject to a Change Order and billed at the rates set forth in the applicable Sales Order (Hours-Based) or addressed through a Change Order adjusting the Fixed Fee (Fixed-Fee).
7. Intellectual Property
7.1 Pre-Existing Materials
Each Party retains all rights, title, and interest in and to its pre-existing intellectual property, software, documentation, and materials. Nothing in this PSA transfers ownership of any preexisting intellectual property.
7.2 Work Product
Unless otherwise specified in the SOW, work product created specifically for Customer as part of an Engagement (including custom code, configurations, and documentation) is owned by Customer upon full payment of all related invoices. SPG retains the right to use its general methodologies, frameworks, templates, and non-customer-specific knowledge developed during the Engagement, provided such use does not disclose Customer’s Confidential Information.
8. Subcontracting
SPG may use subcontractors or consultants to perform portions of the Professional Services, consistent with MSA Article 11.2. SPG remains fully responsible for the performance of any subcontracted work and shall ensure subcontractors are bound by confidentiality obligations consistent with MSA Article 9.
9. Non-Solicitation
During any Engagement and for twelve (12) months thereafter, Customer shall not directly solicit for employment or hire any SPG employee or contractor who performed Professional Services under the Engagement, without SPG’s prior written consent. This does not restrict responses to general, non-targeted employment advertisements.
10. Miscellaneous
10.1 Independent Contractors
The Parties are independent contractors, consistent with MSA Article 11.10. Nothing in this PSA creates an employment, agency, joint venture, or partnership relationship.
10.2 Entire Understanding
This PSA, together with the MSA, the applicable Sales Order, and any attached SOW, constitutes the entire understanding of the Parties with respect to Professional Services, consistent with MSA Article 11.4.