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Consulting Terms

1. These terms (“Consulting Terms”) apply, in addition to the Eptura terms of service (located at https://eptura.com/terms/tos) where Customer is purchasing Consulting Services from Eptura.

2. Any defined terms in these Consulting Terms shall have the meaning given to them in the Terms.

3. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Order, (b) the applicable statement of work, (c) these Consulting Terms; (d) the Terms; and (e) the Documentation.

4. By entering into an Order including Consulting Services, Customer is agreeing to be bound by these Consulting Terms.

5. Eptura agrees to perform the Consulting Services in a professional and workmanlike manner.

6. All Fees for the Consulting Services shall be paid in accordance with the Order.

7. Where Eptura is required to process any Customer Data as part of the Consulting Services, such processing shall be governed by the terms of the DPA.

8. Subject to the terms of the Terms and these Consulting Terms, Eptura grants to Customer a limited, revocable, non-exclusive, non-transferable right to access and use all Deliverables for Customer’s internal business purposes (including in respect of any other Services purchased by Customer).

9. Subject to payment of all Fees relating to the Consulting Services, rights of ownership to all reports and other deliverables prepared for and provided to Customer by Eptura in connection with the Consulting Services (“Deliverables”) shall vest with Customer EXCEPT THAT Eptura retains ownership of all concepts, know-how, tools, questionnaires and assessments, modules, courses, frameworks, software, algorithms, databases, content, models, and industry perspectives developed or enhanced outside of or in connection with the Services (“Eptura Proprietary Information”). If any Deliverable includes Eptura Proprietary Information, Eptura hereby grants Customer non-exclusive, non-transferable right to access and use such Eptura Proprietary Information as part of the Deliverables for Customer’s internal business purposes only.

10. Other than for the limited purposes described in Section 9, Customer agrees that it shall not permit any other party to access or copy the Deliverables or the Eptura Proprietary Information. Customer agrees to indemnify and hold Eptura and its Affiliates harmless: (i) in respect of any breach of this Section by Customer; and (ii) from any Claims arising from breach of this Section by Customer.

11. Time shall not be of the essence in respect of providing the Deliverables to Customer. Customer acknowledges and agrees that for Eptura to provide the Consulting Services, Eptura is reliant upon Customer’s co-operation and engagement (including, but not limited to, providing any relevant information or data, making relevant personnel available and performing any actions or responsibilities agreed between Eptura and Customer). Delays in the performance of these responsibilities may result in additional cost and/or delay the completion of the Consulting Services and may result in an increase in Fees.

12. In providing the Consulting Services and any Deliverables, the parties agree and acknowledge that Eptura shall not provide or be deemed to provide any legal, tax, financial, investment or accounting advice or any other advice of a regulated nature.

13. Eptura does not provide any warranty, representation or guarantee as to the accuracy or effectiveness of any recommendation made in the Consulting Services or within the Deliverables. Customer agrees that it shall be solely responsible and liable for decisions made by it. Eptura is under no obligation to update, maintain or correct any Deliverables following completion of the Consulting Services.

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