Service Delivery Agreement

This Service Delivery Agreement (“Agreement”) is between Opzer OÜ (“Consultant”), and Client (“Client”), collectively referred to as the “Parties,” as of Effective Date.

1. Services

1.1 Project. The Client is hiring the Consultant to assist with the implementation of the deliverables as outlined within their chosen service and provide ad-hoc consulting when required within the Consultants scope of services.

1.2 Schedule. The Consultant will begin work on Effective Date and will continue until the work is completed. This Contract can be ended by either the Client or Consultant at any time, pursuant to the terms of Section 3, Term and Termination. 

1.3 Support. The Consultant will not provide support for any deliverable once the Client accepts it, unless otherwise stated.

1.4 Continuation of Agreement. The terms and conditions of this Agreement, including but not limited to confidentiality, ownership of work product, warranties, and limitation of liability, shall remain in effect for the duration of each Future Project, unless explicitly modified or superseded by the terms of a separate addendum associated with that Future Project.

2. Collaboration

2.1 Feedback. The Client acknowledges that the success of the Project depends on timely collaboration between The Client and Consultant. 

The Client agrees to be available for collaboration as required and to respond to any requests for input or feedback from the Consultant within three (3) working days. Failure to do so may result in delays and additional fees for Consultant, for which the Client shall be responsible.

2.2 Non-responsiveness. In the event that the Client does not respond to two (2) or more requests for input or feedback within the specified three (3) working day period, Consultant may put the Project on hold to allow for additional projects, and the timeline for completion of the Project may be adjusted accordingly. If the Client fails to respond to requests for input or feedback for a period of more than thirty (30) consecutive calendar days, Consultant may terminate the Agreement without further obligation to the Client.

3. Term and termination

The term of this Agreement shall commence on Effective Date and shall continue until the Services are completed or terminated by either party upon fourteen (14) days written notice. The Client may terminate this Agreement at any time upon notice to the Consultant, but Consultant shall be entitled to payment for any work performed prior to termination.

3. Fees and payment

3.1 Payment Schedule. The Client will pay the Consultant based upon the chosen service prior to the commencement of each project.

3.2 Money-Back Guarantee for Recommended Strategy. The Consultant offers a 7-day money-back guarantee specifically related to the recommended strategy proposed as part of the Services. This guarantee commences from the date of project commencement. If, within this 7-day period, the Client determines that the recommended strategy does not meet their objectives or expectations and notifies the Consultant in writing of their dissatisfaction, the Consultant will refund the fees paid by the Client for the strategy consultation portion of the project in full. 

This money-back guarantee is designed to provide the Client with confidence in the recommended strategy’s alignment with their goals and offers an avenue for refund if the Client finds the strategy to be unsuitable within the specified time frame.

4. Confidentiality

Consultant agrees to keep all information provided by the Client confidential, and to not disclose such information to any third party without the prior written consent of the Client.

5. Ownership of work product

Any work product created by the Consultant in connection with the Services provided under this Agreement shall be owned by the Client.

6. Warranties

6.1 Warranty. Consultant warrants that the Services provided hereunder shall be performed in a professional and workmanlike manner consistent with industry standards.

6.2 Support. The Consultant shall provide support for the monitoring of automations implemented as part of the Services. Support includes monitoring the performance and functionality of the automations and addressing any issues or errors that may arise.

6.3 Response time. The Consultant agrees to respond to any reported issues or errors related to the post launch monitoring within one (1) working day, excluding public holidays.

Upon receiving a report of an issue or error, the Consultant shall make reasonable efforts to
resolve the issue promptly. The resolution time may vary depending on the complexity of the issue, but the Consultant shall strive to resolve the issue within one (1) working day, excluding public holidays.

6.4 Revisions. If additional revisions or modifications are required to improve the performance or functionality during the post launch monitoring period, the Client may request such revisions in writing. The Consultant shall make commercially reasonable efforts to accommodate revision requests, provided they fall within the scope of the original Services outlined in Section 1, Project.

Any additional revisions or modifications requested by the Client beyond the scope of the original Services may be subject to additional fees, which shall be mutually agreed upon by both Parties in writing

6.5 External issues.  The Client acknowledges that certain issues or errors may be beyond the control of the Consultant due to factors such as third-party software or system limitations. In such cases, the Consultant shall work diligently to identify alternative solutions or workaround measures.

6.6 Warranty period. Support and revisions for post launch monitoring shall be provided for a period of 30 days following the launch of the automations. After this period, the Client may choose to extend the support and revisions by entering into a monthly automation monitoring agreement at a predetermined rate based on the number of active automations.

Support and revisions provided under this clause are limited to the post launch monitoring aspect of the Services and do not extend to other areas or functionalities unless explicitly stated in Section 1, Project or as otherwise agreed upon in writing by both Parties.

7. Limitation of liability

Consultant’s liability to the Client under this Agreement shall be limited to the fees paid by the Client for the Services rendered.

8. Governing law and dispute resolution

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Client is located. Any dispute arising out of or related to this Agreement shall be resolved through mediation and, if necessary, binding arbitration in accordance with the rules of the American Arbitration Association.

9. Cybersecurity and Data Privacy

9.1 Data Protection and Privacy. The Consultant acknowledges that during the course of providing the Services, access to, or handling of, confidential and sensitive data may be necessary. The Consultant agrees to implement appropriate cybersecurity measures to safeguard the Client’s data, including but not limited to encryption, access controls, and regular security audits.

9.2 Data Access and Confidentiality. The Consultant shall ensure that only authorized personnel have access to the Client’s data and that such access is strictly for the purpose of providing the Services outlined in this Agreement. The Consultant further agrees not to disclose, share, or sell any of the Client’s data to third parties without the prior written consent of the Client, except as required by law.

9.3 Incident Response. In the event of a data breach, security incident, or any unauthorized access to the Client’s data, the Consultant shall promptly notify the Client and take all necessary actions to mitigate the breach, investigate the incident, and prevent any future occurrences.

9.4 Compliance. The Consultant shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant regional or industry-specific regulations.

9.5 Third-Party Services. If the Consultant utilizes third-party services or tools in the provision of the Services, the Consultant shall ensure that such services or tools adhere to the Client’s data privacy and security requirements and shall obtain any necessary agreements or certifications from these third parties to safeguard the Client’s data.

9.6 Data Retention: The Consultant shall retain the Client’s data only for the duration necessary to provide the Services as specified in this Agreement. Upon completion of the Services or upon the Client’s request, the Consultant shall securely delete or return all Client data, as directed by the Client.

10. Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, with respect to the Services to be provided hereunder.

© 2023 Opzer OÜ – Operating from Europe & Americas, servicing clients worldwide. Registration Code: 16713529.​

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