1. Written scope
1.1These Additional Services Terms supplement the Uniforce Terms of Service when an order, statement of work or other written engagement accepted by authorized representatives of both parties expressly incorporates them (SOW). Additional Services means the implementation, migration, training, configuration, custom development, advisory or managed services identified in that SOW. Capitalized terms not defined here have the meanings given in the Terms of Service or AI & Agent Terms. The Terms of Service, including confidentiality, payment, intellectual-property protection, limitations of liability, dispute resolution and notices, apply to Additional Services. A platform subscription does not include Additional Services unless expressly stated.
1.2The SOW identifies the purchased scope, delivery model, responsibilities, assumptions, access requirements, term, fees and any deliverables, milestones and acceptance criteria. Subject to mandatory law, applicable transfer terms and the DPA, expressly negotiated SOW provisions control the specified work; these Additional Services Terms control professional-service matters they specifically address. The AI & Agent Terms continue to govern Agent Actions. A general scope description does not change either party’s liability allocation or data-protection duties.
2. Cooperation, testing and change requests
2.1Customer must provide accurate requirements, lawful access and timely decisions. Company will perform the agreed work with reasonable professional care. Dependencies and delays must be documented; lack of Customer cooperation does not automatically constitute completed delivery of work never performed.
2.2Material changes to scope, charges or timing require an agreed change request. Before enabling live Actions, Customer must test the configuration and approve the intended authorization boundaries. Acceptance criteria and any review window must be specified in the SOW; merely attending a demonstration is not acceptance of a production deployment.
3. Operational responsibility
3.1Configuration assistance does not create an ongoing duty to supervise Customer’s business or approve each Agent Action. Customer retains responsibility for its approved instructions, permissions and decisions under the AI & Agent Terms. Where Company provides an expressly agreed managed operation, its allocated tasks and responsibility must be recorded in the SOW; a general disclaimer does not erase them.
3.2Company remains responsible for performing its own agreed implementation work. Customer review does not automatically excuse a Company defect or an undisclosed deviation from the approved configuration.
4. Deliverables, fees and end of work
4.1Customer owns its data, generated Outputs and bespoke deliverables created specifically for Customer under the SOW, subject to Section 9. Company retains its pre-existing platform and reusable technology; third-party components remain subject to their own licenses.
4.2Any prepaid hour expiry, cancellation fee, travel cost, maintenance package or recurring add-on must be disclosed and agreed in the SOW. Changes to recurring charges follow the agreed commercial mechanism. On completion or termination, access must be revoked when no longer needed and personal data returned or deleted under the DPA.
5. Delivery model and project dependencies
5.1Professional services may be performed remotely by qualified Company personnel or authorized contractors subject to the Agreement’s confidentiality and data-protection requirements. Customer must nominate a project owner who can provide information, coordinate stakeholders and make decisions within its authority. A project contact cannot amend charges or legal terms unless authorized to do so.
5.2Customer must provide access in a secure and proportionate manner and ensure that source systems, licenses, sample data and necessary provider permissions are available. Where a missing dependency affects timing or scope, Company will identify the effect and propose an adjustment. A delay does not automatically authorize additional fees or deem undelivered work accepted.
5.3Company remains responsible under the Agreement for Additional Services performed by personnel and subcontractors acting on its behalf. Their authorized access to Customer Personal Data is subject to the DPA, including applicable subprocessor requirements. An independent provider engaged directly by Customer is responsible under its separate contract; Company’s assistance in connecting to that provider does not assume that provider’s obligations. This distinction does not exclude Company’s responsibility for its own agreed integration work or its subprocessors under the DPA.
6. Time-based work and estimates
6.1For time-based work, fees are based on time actually spent within the agreed scope, including preparation, meetings, configuration, investigation and documentation where those activities are included in the purchased package. Company will provide reasonably sufficient time records on request. An estimate is not a fixed-price commitment unless expressly identified as one.
6.2A prepaid hours package buys the stated capacity and does not guarantee completion of an undefined result. Any minimum increment, expiry, rollover restriction or cancellation charge must be stated before purchase. Company may not convert an undisclosed internal policy into a retroactive charge. Work exceeding an agreed spending limit requires Customer’s authorization.
6.3Customer should distinguish a recurring implementation or advisory package from an hour bank and from a fixed deliverable. Subscription fees for the platform remain separate from professional-service fees. Ending one does not automatically cancel the other unless the order expressly links them.
7. Change control and scheduling
7.1A change request must identify the requested change, its impact on deliverables, assumptions, cost and timing, and the authorized decision maker. Company is not required to begin additional work before agreement on those changes. Existing unaffected work should continue where reasonably practicable.
7.2Meetings and workshops depend on participant availability and the agreed cancellation rules. Rescheduling and no-show charges apply only if disclosed in the purchased scope. Unused capacity is not forfeited merely because Company reschedules a meeting it could not attend. Travel and third-party expenses require the approval mechanism stated in the SOW.
8. Acceptance and correction
8.1Company will notify Customer when a deliverable is ready for review against the agreed acceptance criteria. Customer must identify material nonconformities with sufficient detail within the review period stated in the SOW. Company will address verified nonconformities within its scope and resubmit the affected deliverable. New preferences or expanded requirements are handled as change requests.
8.2A deemed-acceptance mechanism applies only if expressly agreed, with a defined review period and a meaningful opportunity to test. Acceptance does not waive latent defects, mandatory rights or a material deviation deliberately concealed from Customer. Use of a deliverable in production may evidence acceptance only within the agreed mechanism.
8.3Before authorizing live Agents, Customer must review intended recipients, data access, tool permissions, approval gates and spending controls. A demonstration using test data does not establish production readiness for every use case. Company must perform the deployment tasks expressly assigned to it with reasonable professional care.
8.4Approval of a deliverable is separate from authorization to process production data or execute live Actions. Before deployment, the parties must record the authorized environment, permitted action types, affected systems, approval requirements and applicable spending or usage limits through the SOW or agreed deployment process. An authorized Customer representative may approve a defined class of Actions in advance; no further per-Action approval is required within that scope unless the agreed controls require it. Company may exercise delegated operating permissions only within the scope expressly assigned to it. Material expansion of that scope requires renewed authorization.
8.5If the SOW states no review period or deemed-acceptance mechanism, acceptance requires Customer’s express written confirmation against the agreed criteria. Customer must not unreasonably withhold or delay confirmation for work that materially meets those criteria. Company will review a notified nonconformity, explain any disagreement with its classification, and agree a reasonable correction and retesting plan for verified failures within its scope. Correction of Company’s failure to meet the agreed scope is not additional billable work; changes to agreed requirements remain subject to change control. An unresolved material failure may be addressed through the Agreement’s breach and termination provisions.
9. Deliverables and third-party materials
9.1As between the parties and to the extent permitted by law, Customer owns Customer Content, including Outputs, and bespoke code, configurations, documents and other deliverables created specifically for Customer under the SOW. Company assigns to Customer its rights, if any, in those bespoke deliverables upon payment of the applicable fees. Ownership of Customer Inputs and generated Outputs is not conditional on continuing a subscription. Company retains only its pre-existing and independently developed platform, reusable tools and general technology; third-party materials remain subject to their own licenses. To the extent Company background materials are incorporated in a paid bespoke deliverable, Company grants Customer a perpetual, non-exclusive license to use those materials as part of that deliverable for Customer’s internal business purposes. This does not grant continued hosted platform access, rights in underlying models or a right to extract and resell Company tools. Source-code and handover formats must be identified in the SOW.
9.2Customer retains its data and materials. Company may reuse general knowledge and skills acquired during the work, but must not disclose Customer confidential information or reuse identifiable Customer data for another customer. Third-party and open-source components retain their own licenses and must not be represented as exclusively owned by Company.
9.3A provider account, API subscription, domain registration or external software license is not included unless expressly listed. Customer remains responsible for separately procuring those dependencies where assigned to it. Assistance with an external service does not make Company the provider of that service.
10. Managed operations and handover
10.1An ongoing managed service exists only where the SOW expressly assigns operational tasks to Company, such as monitoring specified queues or maintaining a defined workflow. The SOW must identify the authorized scope, escalation contact and any limits on action. General support and implementation assistance do not establish round-the-clock supervision of Customer’s business.
10.2At completion, Company will deliver the documentation and handover materials included in scope. Customer must nominate the persons responsible for ongoing administration and arrange any additional training it needs. Knowledge transfer does not guarantee business results or substitute for qualified professional advice.
10.3Maintenance, future compatibility work and changes required by external providers are included only to the extent stated in the purchased support or maintenance scope. An initial implementation fee does not create an indefinite obligation to maintain every customization.
10.4Platform availability commitments do not establish a delivery deadline, response time or correction period for Additional Services. A service level applies to professional work only where the SOW or an applicable service-level schedule expressly includes that work. This does not remove an otherwise applicable platform availability commitment merely because professional services are also being performed.
11. Cancellation and orderly exit
11.1Termination and payment for committed work follow the SOW and Terms. Customer remains liable for work properly performed and authorized non-cancellable expenses incurred before effective termination. For Customer’s voluntary cancellation, prepaid Additional Services fees are non-refundable unless the accepted SOW expressly states otherwise. Mandatory rights, correction of improper charges and remedies for Company’s failure to perform remain unaffected. Non-refundability does not authorize billing unperformed work beyond the agreed prepaid commitment.
11.2The parties will cooperate reasonably in stopping work safely, identifying incomplete deliverables and revoking temporary access. Customer may request a separately scoped transition. Company must return or delete personal data under the DPA irrespective of whether additional transition services are purchased. Confidentiality and applicable intellectual-property rights survive completion.
11.3Termination of a platform subscription does not by itself cancel a separately ordered engagement. However, work requiring access to the terminated Services cannot continue through that access; the parties must agree any lawful alternative scope or apply the SOW’s termination provisions to the affected work. Termination does not transfer Customer-owned deliverables back to Company or terminate the license to incorporated background materials granted in Section 9. It does not waive accrued payment obligations or extend hosted platform access. Charges for future reserved capacity, unused hours or early cancellation apply only as expressly agreed before purchase, subject to mandatory law and remedies for Company’s breach.