Professional Services Agreement

Enterprise Systems Integrations & Development


This TBoxCloud Professional Services Agreement (“Agreement”) is executed as of ______________________ (“Effective Date”).


TBoxCloud, Inc. with its place of business at 3350 Shelby Street, Suite 200 Ontario, CA, 91764 USA (“TBoxCloud”).


________________ with its place of business at _______________________________________ (Company”) and shall be governed by the terms and conditions of the Master Agreement (“MA”).


a.        During the term of this Agreement, TBoxCloud shall perform Business and Technical Consulting and/or software product development services, as detailed in the applicable statement of work (“Statement of Work or “SOW”). An SOW shall be attached hereto or incorporated at a later date by reference. 

b.       Services will be provided remotely or in such other locations as described in the SOW .

c.        The SOW shall detail the deliverables which are to be provided thereunder (“Deliverables”).

d.       This Agreement shall commence on the Effective Date and shall continue until the Services have been completed as set forth in the SOW, unless otherwise terminated hereunder.


TBoxCloud agrees to devote commercially reasonable efforts in delivering the Services and Company agrees to devote commercially reasonable efforts to assist TBoxCloud through the various phases of the Services. The foregoing notwithstanding, the terms of Section 7 shall not replace any standards for the Services that are required.


During the course of the project, on-going, regular communication will be established through mutually agreed conference calls, email, and when onsite work is performed in person.  TBoxCloud and Company will have weekly review meetings, or other regular meetings as agreed.  Status updates and other project information will be posted on the shared Project Portal.  Access to the Project Portal is provided without warranty or guaranty of performance as a convenience for enhancing communication on projects and for the duration of the Subscription Agreement.



A change is considered to be any deviation from the project scope, deliverables, functionality or assumptions as specified in the applicable SOW.

a.        Either Party may request changes to the Services (“Change Requests”). Company’s Request and Approval can be explicit or implicit, as defined below.  A sample Change Request form is included in the Appendix of the SOW to show the typical content of a Change Request and explicit approval.

b.       Explicit Requests and Approvals : Explicit Change Requests are typically used to define significant scope deviations with known specifications. Those requests can be posted on the project portal by either party under the heading “Change Requests” or “Requests. Company must approve each request by changing the Status of the Change Request to “APPROVED” and typing “APPROVED” in the Comments section. Note that Comments cannot be updated or deleted once entered. Due to the rigor of the process, this type of request is not recommended for smaller, frequent, or trial-and-error work.

c.        Implicit Requests and Approvals : An Implicit Request can originate as a result of an unexpected outcome or situation and is considered a required activity that could not have been predicted earlier. They are commonly used for smaller and frequent scope deviations, as well as those requiring trial-and-error work with unpredictable timeframe for resolution.  Examples of such requests include, but are not limited to:

-          Assist in cleaning-up Company’s database records.

-          Configuring and testing unplanned solutions to evaluate the various outcome.

-          Modifying the layout of forms or reports based on test results and feedback received.

-          Assisting where Company does not have the available resources to perform some of its tasks.

-          Conducting additional configuration or tests due to Company’s data conflicts, inaccurate specifications, omissions, unavailable system access, or any other unpredictable situation beyond TBoxCloud’s control.

Due to their higher frequency of occurrence and fluid state, Implicit Approvals are generally not documented ahead of time with specific parameters but rather evidenced by the existence of Email communication showing the requests or work collaboration on the requests between the Parties.  The approval is considered valid when evidenced by a message from Company indicating its approval of the outcome.

d.       TBoxCloud is not responsible to validate whether the individual requesting or approving any Changes is authorized to do so by Company.

e.        Time incurred on any Request is considered Billable, regardless of the outcome of the Request or changes in the employment status of the requester.

f.         In the absence of an approved Change Request, TBoxCloud shall not be bound to perform any additional or out of scope services beyond agreed Services. The parties agree to negotiate all Change Requests expeditiously and in good faith.



Unless otherwise stated in the applicable SOW, Company shall return an executed Sign-off document provided by TBoxCloud (sample provided in the SOW) and indicating review and acceptance of the Deliverable:

  1. Within five (5) business days following receipt of a project Deliverable and Sign-off Document.
  2. Within thirty (30) business days following the final Deliverable and Sign-off Document.

The standard of review of the Deliverable(s) shall be material conformance with the written acceptance criteria defined in the SOW and approved changes. By the expiration of review period, Company will submit the executed Sign-off Document to TBoxCloud indicating acceptance of the Deliverable(s) (“Acceptance”) or specifying in detail how the Deliverable(s) fail to materially conform to the agreed acceptance criteria (“Non-conformance”). TBoxCloud shall make corrections on Non-conformant Deliverables and review corrections with Company until Company approves the Deliverable. If Company fails to provide notice of Acceptance or Non-conformance within the agreed timeframe or Company uses the Deliverable in its business, whichever occurs first, the Deliverables shall be deemed to be accepted by Company.


a.        Company agrees to pay TBoxCloud as compensation for the Services, and TBoxCloud agrees to accept as compensation services fees (“Fees”) as defined in the applicable SOW or Order Form.

b.       Acceptable payment methods are defined in the applicable Order Form.

c.        Retainers are due upon receipt of invoice and prior to project start. All other charges are due net 30 days from the invoice date. Late payments 10 business days from the due date are subject to interest at 1.5% per month and may result in suspension of Professional Services until payment is made.

d.       Pre-approved travel and other expenses (including travel time at TBoxCloud's services rate), if applicable, are additional and will be billed as incurred.

e.        Electronic copy (pdf) of the invoices and expenses may be e-mailed by TBoxCloud to Company’s Accounts Payable for payments and reimbursement as specified in the applicable Order Form.  TBoxCloud will submit bi-weekly or monthly invoices, however, Company is responsible to inform TBoxCloud if any invoice is missing or late. Company shall not be relieved from any payment obligation or entitled to any discount as a result of missing or late invoices.

f.         The Fees are exclusive of taxes. Company will be responsible for, and will promptly pay, taxes (including but not limited to sales, service, export and use taxes) associated with the Agreement or Company's receipt of the Services, except for taxes based on TBoxCloud’s net income and taxes related to TBoxCloud’s employees’ payroll.

g.        All purchases are non-cancelable, and fees paid are non-refundable.

h.       Professional Services shall begin on a date to be agreed upon by TBoxCloud and Company. If a date agreed upon is subsequently rescheduled at Company’s request to a later date, a rescheduling fee of 10% of the total amount of services shall apply.


The Agreement is effective for a period of one (1) year from the Effective Date, and it shall renew for successive one (1) year terms until terminated by either party at least thirty (30) days prior to the end of the term.


The Agreement or an SOW may be terminated by either party without cause upon thirty (30) days prior written notice to the other party. Either party may terminate the Agreement or an SOW (a) immediately if the other party materially breaches the terms of the Agreement or in the following events (i) the other party becomes or applies for insolvency, bankruptcy, reorganization or liquidation, (ii) a receiver is appointed for its business or assets or is applied for by the other party, (iii) a third party files, or has filed an action under (i) or (ii) above against the other party, (iv)  an order for relief under the applicable bankruptcy or insolvency law has been issued or applied for by the other party.


Upon termination of the Agreement or applicable Statement of Work for any reason TBoxCloud shall be paid Services Fees or expenses or both up to the effective date of the termination.


Each SOW shall incorporate the terms and provisions of this Agreement. To the extent an SOW provides additional and/or conflicting terms to this Agreement, the terms of the SOW shall prevail.



IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives as of the Effective Date written above.












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