Professional Services Terms and Conditions

SECTION 1 - SCOPE AND RETENTION
Zendesk will provide Professional Services specified in a mutually executed SOW, the Description of Professional Services, or other written document. These documents describe the scope, Charges, and nature of the Professional Services to be provided to Customer, and will be governed by the terms of the Agreement. Zendesk will not start any Professional Services until both parties have executed the relevant SOW or Order Form.

SECTION 2 - PERFORMANCE 
2.1 Satisfactory Completion. Zendesk and Customer will cooperate in good faith to complete the Professional Services promptly and professionally.
2.2 Professional Services Personnel. Zendesk will perform Professional Services using qualified Professional Services Personnel as it deems necessary and may replace them at its discretion. If Customer objects to a member of the Professional Services Personnel, Customer must communicate its reasonable concerns in writing to Zendesk, and the Parties will work in good faith to appoint a replacement. Zendesk will: (i) be responsible for the performance of the Professional Services by Professional Services Personnel, including supervision; (ii) control the method and manner of performing the Professional Services; and (iii) maintain enough Professional Services Personnel and appropriate resources to meet its obligations under the Agreement. 
2.3 Customer Assistance. Customer will provide, at no cost to Zendesk, timely and adequate assistance and resources reasonably requested by Zendesk to facilitate performance of the Professional Services. Zendesk is not responsible for any issues in its performance of the Professional Services if such issues arise from the Customer’s action or failure to provide the requested assistance.

SECTION 3 - ACCEPTANCE; CHANGE ORDERS
3.1 Acceptance. Customer accepts the Professional Services and Deliverables upon delivery unless otherwise stated in the SOW.
3.2 Change Orders. After executing a SOW or Order Form, changes to the Professional Services can only be made through a mutually executed Change Order.

SECTION 4 - PROFESSIONAL SERVICES CHARGES
Customer will pay Zendesk the Charges specified in the SOW or Order Form. Charges, expenses or other amounts paid by Customer to Zendesk will not be considered salary for pension or wage tax purposes, and neither Zendesk nor its Professional Services Personnel will receive any fringe benefits unless required by law. Customer is not responsible for deducting or withholding from Charges or expenses paid for Professional Services, any Taxes, unemployment, social security or other such expenses unless otherwise required by law.

SECTION 5 - WARRANTIES AND DISCLAIMERS
5.1 Zendesk Warranties. Zendesk will perform the Professional Services in a timely and professional manner, according to generally-accepted industry standards. If a breach of this warranty occurs, Customer’s only remedy will be, at Zendesk’s option, either to (i) re-perform the Professional Services; or (ii) terminate the applicable SOW or Order Form (or part of it) and refund the Charges already paid to Zendesk for the nonconforming portion of the Professional Services. Zendesk has no contractual or other obligations that conflict with the execution of the Agreement, or, to the best of its knowledge, which interfere with its ability to perform the Professional Services.
5.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ZENDESK PROVIDES NO WARRANTY OF ANY KIND REGARDING THE PROFESSIONAL SERVICES OR ANY DELIVERABLES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 6 - RIGHTS TO DELIVERABLES; OWNERSHIP
6.1 Deliverables. The Professional Services primarily involve the configuration of Customer’s subscription to Services and integration of Service Data. Customer acknowledges that the Deliverables require an active subscription to Services. 
6.2 Intellectual Property Rights. Zendesk shall solely and exclusively own all rights, title, and interest in the Deliverables and any other work product produced by Professional Services Personnel, including all derivatives, enhancements and modifications thereof; and Customer makes all assignments necessary to accomplish the foregoing ownership. Zendesk grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Customer’s permitted use of the Services.

SECTION 7 - OPEN SOURCE
Zendesk may incorporate open source materials into any Deliverable. Zendesk will notify Customer that it is providing such open source materials before delivery. Zendesk will avoid providing open source materials that are governed by a so-called “copyleft license” that requires Customer to permit any disclosure, distribution or availability of Customer’s proprietary software if Customer uses the Deliverables as permitted in the Agreement. Any open source materials provided by Zendesk are licensed to Customer under the terms of the applicable open source license and not the Agreement.

SECTION 8 - DEFINITIONS
“Change Order” means a mutually executed amendment to a SOW or Order Form documenting modifications to the Professional Services.
“Deliverable” means those specific work products which are explicitly identified as a “Deliverable” in the SOW.
“Description of Professional Services” or “DoPS” means the description of specific Professional Services included on an Order Form.
“Professional Services Personnel” means Zendesk’s employees and Subcontractors.
“Subcontractors” means non-employee contractors of Zendesk.