1. Consulting Services.

1.1. Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services“), the nature, details and duration of the Consulting Services will be further described in a Statement of Work pursuant to the Quorso Services Agreement and the terms in this Consultancy Agreement shall apply. The definitions in the Quorso Master Services Agreement apply in this Consultancy Agreement unless otherwise set out below.

1.2. Proprietary rights. Quorso will own and retains all rights, title and interest in and to any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, Quorso grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the Platform during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Quorso Tools”) used by Quorso to develop the Deliverables and to the extent such Quorso Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.

1.3. Consulting Services Warranty. In regard to Consulting Services only, Quorso warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or Statement of Work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or Statement of Work. You acknowledge that Quorso’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify Quorso within seven (7) calendar days of Quorso’s delivery of the Consulting Services, Quorso will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you. To the extent permissible at law, this shall be your sole remedy for breach of this warranty.

2. Consulting Fees; Payment Terms.

2.1. Client will pay Quorso the fees to provide the Consulting Services as detailed or described in a Statement of Work (the “Consulting Fees”). Unless agreed upon otherwise in the applicable Statement of Work, Quorso shall invoice Client for the Consulting Services provided on a monthly basis. All Consulting Fees are due and payable upon date of invoice, except for Consulting Fees that Client disputes in good faith for reasons articulated in writing by Subscriber within thirty (30) days after receiving such invoice.

2.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable Statement of Work. Each Statement of Work providing for time and materials based Consulting Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“T&M Estimate”). Quorso will make a commercially reasonable effort to provide such Consulting Services within such T&M Estimate, up to the time agreed to by the parties. Quorso will make a reasonable effort to notify Client as soon as practicable if it appears that T&M Estimate may be exceeded. Upon receiving such amended T&M Estimate, Client will assess, and accept or reject the amended T&M Estimate. Unless Subscriber rejects such amended T&M Estimate within five (5) days of delivery, such amended T&M Estimate shall be deemed accepted by Client and Subscriber shall be liable for all Consulting Fees associated with Consulting Services delivered in reliance on such amended T&M Estimate.

2.3. In addition to any and all Consulting Fees, Client will reimburse Quorso for any reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses, including change Consulting Fees to travel and accommodations resulting from Client’s request incurred by Quorso in connection with providing the Consulting Services (“Expenses”). Quorso will provide reasonable documentation for all Expenses as requested by Client. Client shall reimburse Quorso for Expenses within thirty (30) days of submission of the Expenses to Client by Quorso.