STANDARD TERMS FOR PROFESSIONAL SERVICES

Version 1.0 (September 2026)

1 INTRODUCTION

SYNCRON will provide Professional Services to CUSTOMER to implement the SaaS Solution subscribed to by CUSTOMER, subject to the limitations specified in the applicable Order Form or otherwise agreed by the parties. Such services are referred to in these Standard Terms as the “Implementation Project.”

The scope of Professional Services to be performed by SYNCRON for CUSTOMER will be agreed by the parties in one or more Statements of Work signed by authorized representatives of each party.

These Standard Terms for Professional Services, together with each executed Statement of Work (“SOW”) Work Order (”WO”), or Change Request (”CR”) and the referenced Description of Subscription Services, constitute the complete terms for the applicable Implementation Project and supplement the Master Subscription Agreement (“MSA”).

Any matters not regulated in these Standard Terms for Professional Services are governed by the MSA or the applicable Order Form. In the event of a conflict or inconsistency, the order of precedence is: (1) the applicable SOW; (2) these Standard Terms for Professional Services; and (3) any Work Order or Change Request.

All capitalized terms used in these Standard Terms for Professional Services have the meaning ascribed to them in the Master Subscription Agreement or Service Level Agreement, unless otherwise expressly defined herein.

These Standard Terms for Professional Services also apply, to the extent applicable, to further projects performed by SYNCRON Expert Services and referenced in Work Orders, Change Requests, or similar documents.

2 PROJECT DELIVERY FRAMEWORK

2.1 Delivery Approach

SYNCRON will perform Professional Services using its standard implementation practices and delivery methods, or another approach as mutually agreed with CUSTOMER. The specific delivery approach, activities, deliverables, and timeline will be set forth in the applicable SOW. 

2.2 Project Lifecycle 

Professional Services may be delivered in one or more phases, milestones, releases, or work packages, as described in the applicable SOW. 

Professional Services include Go-Live Support, and Hypercare, and any other services if expressly agreed and defined in the applicable SOW. Any post-implementation services beyond the agreed Hypercare period shall be provided only is expressly defined in the applicable SOW or another written agreement between the parties. 

2.3 Project Assumptions 

2.3.1 Language and geography 

All workshops, documents, and communications will be conducted in English, unless agreed otherwise agreed in writing. Interface languages will be specified in the applicable Order Form. 

All Professional Services for the Implementation Project will be provided remotely, with each SYNCRON consultant working from their respective home base, except for workshops and training sessions expressly identified as onsite in the applicable SOW. 

2.3.2 Implementation Project collaboration tools 

SYNCRON may make available collaboration, project management, documentation, ticketing, reporting, and communication tools available to support delivery of the Implementation Project. The specific tools used may vary and may be changed by SYNCRON during the engagement. 

2.3.3 SaaS Solution Environments 

Unless otherwise specified in the applicable Order Form, two environments, one Test Environment and one Production Environment, will be provided during the Implementation Project for the SaaS Solution subscribed to under the applicable pOrder Form. 

3 PROJECT GOVERNANCE

The parties will maintain appropriate communication, coordination, and cooperation throughout the Implementation Project and will promptly escalate material issues, risks, dependencies, decisions, and changes that may affect the scope, timeline, budget, or intended outcomes of the Professional Services.

4 PROJECT ROLES AND RESPONSIBILITIES

Successful delivery of the Implementation Project requires active participation and cooperation from both SYNCRON and CUSTOMER.

4.1 SYNCRON Project Team

SYNCRON will provide appropriately qualified personnel to perform the Professional Services described in the applicable Statement of Work ("SOW") and will perform such services in a professional and workmanlike manner consistent with generally accepted industry practices.

SYNCRON may replace or reassign personnel during the engagement as reasonably required, provided that replacement personnel have appropriate qualifications and experience to perform the applicable Professional Services.

The composition of the SYNCRON delivery team, individual roles, and allocation of responsibilities may vary depending on the scope, complexity, and delivery approach of the engagement.

4.2 CUSTOMER Responsibilities

The following CUSTOMER responsibilities are essential to support timely and successful delivery of the Implementation Project:

• Make available the required CUSTOMER systems and environments, including Test Environments for any receiving ERP systems, from the beginning of integration configuration.
• Provide SYNCRON with access, including remote access where needed, to all documentation, facilities, personnel, and other information required to support business and IT requirements definition and delivery of the Professional Services.
• Own CUSTOMER-side activities, inputs, decisions, and approvals required for the Implementation Project, including timely confirmation of business requirements, solution design decisions, and assigned CUSTOMER actions.
• Provide complete, accurate, and timely CUSTOMER data required for configuration, integration, migration, testing, and validation activities, and remain responsible for the quality and availability of such data.
• Be responsible for the extraction, cleansing, mapping, validation, and availability of CUSTOMER source data and for the readiness of any third-party or CUSTOMER systems required for integration, migration, testing, or production use, unless expressly stated otherwise in the applicable SOW.
• Prepare, manage, and execute User Acceptance Testing for the configured SaaS Solution against the agreed requirements, acceptance criteria, and approved Project artefacts, with support from SYNCRON as applicable.
• Obtain any necessary third-party consents required for SYNCRON to access third-party applications or systems to the extent necessary to implement the SaaS Solution.
• Manage CUSTOMER-appointed contractors and vendors, including any dependencies or delays caused by them in connection with the SaaS Solution.
• Perform CUSTOMER acceptance obligations for deliverables, Project phases, and milestones in accordance with the acceptance procedure set forth in the applicable SOW, including timely review, objection, approval, or deemed acceptance, as applicable.
• Make the Go-Live decision, including approval to proceed with production deployment, based on completion of agreed readiness, testing, acceptance, and Project governance activities.

CUSTOMER shall make suitably qualified personnel available to carry out assigned activities and participate, as reasonably required, in agreed Project meetings, workshops, training sessions, walkthroughs, testing activities, acceptance reviews, and milestone events.

CUSTOMER acknowledges that delays in providing required resources, approvals, decisions, access, environments, information, or data may result in adjustments to the Implementation Project schedule and may require additional Professional Services fees in accordance with the Change Request Process.

5 COMMERCIAL TERMS

5.1 Professional Services Fees

Payment model, Professional Services Fees, Rate Card, and estimates of effort are defined in the applicable SOW.

5.2 Special Services Rates

Any CUSTOMER request for SYNCRON to perform activities and/or provide stand-by support outside regular business hours (9:00 a.m. to 5:00 p.m. SYNCRON local time), Monday through Friday excluding local public holidays, must be approved by SYNCRON prior to execution.

Work executed outside regular business hours at CUSTOMER’s request shall be compensated at 150% of the agreed rate specified in the applicable SOW.

“Stand-by Time” means the period during which SYNCRON resources are not actively performing Services but are required to remain available, prepared, and responsive to commence work upon CUSTOMER request within an agreed response timeframe.

During Stand-by Time:

• Resources are not performing productive project activities but are reserved exclusively for CUSTOMER use.
• SYNCRON personnel must be reachable and able to initiate agreed Services without undue delay.

  Stand-by Time must be requested in advance by CUSTOMER and is subject to SYNCRON approval. It shall be compensated at 75% of the agreed rate specified in the applicable SOW. Stand-by time outside regular business hours shall be compensated at 125% of the agreed rate specified in the applicable SOW.

  Where such activities are approved by CUSTOMER, SYNCRON shall be entitled to invoice the associated charges in addition to any previously agreed payment structure and CUSTOMER shall take all necessary actions to facilitate timely payment.

5.3 Travel Expenses

Travel time, travel expenses, accommodation, and allowances are not included in the Professional Services Fees unless explicitly stated in the applicable SOW and shall be charged at actual cost.

Travel time during regular business hours shall be compensated at the full agreed rate specified in the applicable SOW. Travel time outside regular business hours shall be compensated at half of the agreed rate.

Unless otherwise specified in the SOW, onsite activities and related travel shall be mutually agreed by both parties. CUSTOMER shall approve all travel estimates in writing prior to travel.

In the event of cancellation after resource schedules and travel arrangements have been confirmed, CUSTOMER shall bear all related travel and cancellation costs unless such cancellation was requested by SYNCRON.

5.4 Invoicing

Professional Services, Special Services, and Travel Expenses shall be invoiced monthly based on actual delivered effort and incurred costs during the relevant month and in accordance with the rates defined in the applicable SOW.

Invoices are due within thirty (30) days from the invoice date.

6 PROJECT CHANGE CONTROL PROCESS

Any material change to the scope, deliverables, assumptions, responsibilities, timeline, dependencies, fees, or other terms of the applicable SOW shall be addressed through a written Change Request under this Project Change Control Process.

SYNCRON shall not be required to perform any Professional Services beyond the scope agreed upon in the applicable SOW unless, such additional Professional Services are approved through the Project Change Control Process.

Approved changes may result in adjustments to the Implementation Project scope, timeline, resources, deliverables, and fees.

Additional Professional Services requested by CUSTOMER, including services arising from changes in requirements, delayed decisions, incomplete information, data quality issues, resource constraints, or other CUSTOMER-controlled dependencies, may be subject to additional fees at the rates defined in the applicable SOW or otherwise agreed by the parties.