Professional Services Terms

These Terms of Services (the "Terms"), and any Order entered into from time-to-time (together the "Agreement"),

are entered into by and between:

Sentry Software S.A.S., having its principal place of business at 4 place de la Defense, 92974 Paris La Defense Cedex, France ("Sentry"),


the Customer (as defined and set forth in the Order) (the "Customer"),

whereas Sentry is in the business of providing certain professional and consulting services to the Customer, in accordance with the requirements communicated by the Customer to Sentry (the "Project").

Sentry and the Customer are hereinafter called individually "Party", or together "Parties".

These Terms will become binding once both parties sign an Order that references or incorporates these Terms (the "Effective Date").

By signing an Order, the Customer assents to these Terms and represents and warrants that the Customer:

(1) has read, understands, and agrees to be bound,


(2) has the authority to enter into these Terms on behalf of the company or other organization that is named as Customer in the Order and these Terms will constitute a legal, valid, and binding obligation of such entity.

Sentry reserves the right to amend these Terms from time-to-time, in whole or in part, in which case the updated Terms will supersede the prior version. Any changes to the Terms will be effective immediately for new customers and, for all other customers, any changes will be effective five (5) business days after the date of such changes.

In consideration of the mutual agreements contained herein and intending to be legally bound hereby, the Parties agree as follows:

1. Glossary

"Service" means any professional services, consulting, training, or other technical services provided by Sentry, as identified in an Order.

"Order" means Sentry's standard purchase order document for the placement of orders for a Service by the Customer, referring to these Terms of Services, signed and approved by both Parties, sent by the Customer to Sentry.

"Terms of Services" means the then-current version of Sentry's standard customer agreement governing delivery of the Services, located at

"Confidential Information" means the information disclosed to a Party under these Terms, or to which a Party gains access to in connection with this Agreement, that is designated as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Sentry's Confidential Information includes the terms and conditions of this Agreement and any underlying software, technical or performance information about the Service. Confidential Information may also include the confidential or proprietary information of a third party disclosed by a Party to the other Party.

"Documentation" means the technical guides and documentation made available from the dedicated "Documentation" page of the Sentry website.

2. Terms for Performance

2.1. Location

The technical assistance services shall be carried out by Sentry, either at the Customer's premises or remotely, as specified in the relevant Order.

2.2. Methods, tools, language

Sentry shall undertake to implement the Services using the methods, tools, procedures, and language described in each Order.

2.3. Customer provided items

The Customer, at its sole discretion will make available to Sentry items or Software belonging to the Customer as necessary for performance of Sentry's Service. These items will be used by Sentry solely:

(i) in accordance with the terms and conditions of use as advised or notified by the Customer,


(ii) for the performance of the relevant Services.

Such items or Software (including any copies made thereof) shall be returned to the Customer at the end of the performance of the relevant Service.

2.4. Time periods for performance

The time periods for performance of the Services shall be set in accordance with the timelines as set out in the Order. These time periods may be changed by mutual written agreement by way of a written amendment to the relevant Order. Such timelines shall be treated as being of the essence.

3. Obligations of Sentry

3.1. Warranty

Sentry warrants that it will perform the Service in a professional and workmanlike manner in accordance with general industry standards. Sentry shall also warrant that its employees have the relevant licenses and permits to provide Services at the relevant location.

3.2. Performance, Continuity

Sentry shall be deemed to have performed the Services upon Customer's acceptance of the deliverables. Notwithstanding anything to the contrary, Sentry shall remove any of its personnel from the performance of the Services at the Customer's request.

Sentry shall submit to the Customer such status records or reports concerning the Services undertaken in accordance with this Agreement on a weekly basis. No invoices shall be payable by the Customer unless such records or reports are submitted to the Customer.

This Agreement shall not be terminated in the event of (i) unavailability of the relevant Sentry's employee by reason of sickness or resignation; or (ii) removal of Sentry's personnel on the Customer's reasonable request. Sentry shall use all reasonable endeavors to ensure the continuity of its Services and to replace the relevant personnel with other personnel of equivalent competency, experience, and qualifications.

Sentry shall undertake to notify the Customer immediately of any event or difficulties that could have an impact on the performance of the Services.

Sentry shall ensure that its personnel acquire and maintain the minimum required qualifications.

In the event of failure of Sentry to perform the Services in accordance with the relevant specifications or timelines as set out in the Order, Sentry shall implement a plan reasonably acceptable to the Customer to remedy the default. In the event of a persistent failure to remedy the default or provide a reasonably acceptable plan of action, the Customer may terminate the Order without any further liability.

The Parties agree and acknowledge that the Services may be performed on a fixed price or a time and materials basis, as set in the corresponding Order.

If the Services as ordered are to be provided on a Fixed Price basis, Sentry shall undertake the Service to the reasonable satisfaction of the Customer in conformity with the relevant Order. If Sentry is not able to provide the fixed price Services to the reasonable satisfaction of the Customer, the Customer may terminate the relevant Order.

If the Services as ordered are to be provided on a time and materials basis, Sentry shall act professionally and in a workmanlike manner. In the event of any such failure, the Customer may terminate the relevant Order.

In the above circumstances, the Customer will only pay Sentry a prorated amount of fees up to the point at which the Services were reasonably acceptable to the Customer.

4. Obligations of the Customer

The Customer shall provide Sentry with relevant information concerning the Order as required for Sentry to undertake the Services.

The Customer shall undertake to provide access to Sentry for the performance of the Services.

the Customer shall provide such reasonable supervision and feedback of Sentry's performance of the Services.

All other the Customer's obligations in relation to a specific Order shall be as set forth in the relevant Order.

5. Validation of the Services

Parties will use reasonable efforts to hold regular progress meetings concerning any Orders placed hereunder, the frequency of such meetings shall be as set forth in the relevant Order. In the course of these meetings, the Customer may make known its decisions, technical selections and, in general, its observations of any kind.

Sentry shall send the Customer a report describing the state of progress of the Services including the timelines for delivery upon the Customer' request.

Sentry shall undertake to assist and cooperate with the Customer during any validation or acceptance process concerning the Services.

6. Term and Termination

This Agreement shall commence on the date of the first signed Order and terminate as set forth herein.

6.1. Orders termination

The Customer may terminate the Orders referring to this Agreement if the principal agreement with the Customer is terminated. The termination of the Order shall take effect five (5) business days after notification sent by the Customer to Sentry by registered letter with return receipt. The Customer shall pay Sentry for the services completed up to the effective date of termination upon the Customer's written confirmation/acceptance that Sentry had fulfilled its obligations as set forth in the relevant Order.

6.2. Breach

In the event of a breach by either Party of the terms of this Agreement, except as otherwise provided in the applicable law, shall cause the termination of this Agreement and/or the Order:

(i) immediately, where the breach is not capable of remedy,


(ii) within fifteen (15) days of the written notice of breach and the breach has not been remedied.

6.3. Non-waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

6.4. Non-performance

In the event of non-performance by the Customer of one of its obligations specified in this Agreement, including non-payment of a bill, Sentry may terminate this Agreement upon providing the Customer with a written notification of non-performance or non-payment. If the Customer fails to remedy such non-performance within fifteen (15) days, then the Agreement shall terminate. Upon such termination, the Customer shall make payment of the relevant sums.

6.5. Delivery upon termination

Upon termination of this Agreement:

(i) either party shall return to the other party all relevant Confidential and proprietary Information as provided in accordance with this Agreement, including without limitation such items as provided by the Customer ;


(ii) Sentry shall deliver to the Customer all relevant deliverables provided by Sentry in accordance with the relevant Order, up to the point of termination.

6.6. Termination for convenience

Notwithstanding anything to the contrary, either party may terminate this Agreement upon providing the other party with thirty (30) days prior written notice. Upon such termination, Sentry shall provide such Services as ordered by the Customer prior to the termination notice and Sentry shall be entitled to be paid for all the Services provided pursuant to such Orders.

7. Price

In consideration of the obligations performed by Sentry, the Customer shall pay Sentry the price set out in the relevant Order.

8. Expenses

Except as set forth in the relevant Order, the Customer shall reimburse Sentry for the travel expenses as approved by the Customer prior to their being incurred.

9. Billing and Payment

Except as otherwise provided in the relevant Order, all invoices shall be submitted:

  • for Services provided on a time and materials basis, at the end of every month during the performance of the Services. Such invoices shall include details of the amount of time incurred as part of the Services;
  • for Services provided on a fixed price basis, at the end of the provision of the Service. Such invoice shall include Customer's written confirmation or acceptance of the Service or Deliverables.

Sentry shall also state in the invoices the relevant expenses claims including any documentation substantiating such claims.

Each invoice shall relate to only one Order and include the relevant Order number.

The Customer will pay the invoiced amount for the Services within thirty (30) days after the Customer's receipt of a properly submitted invoice, or in accordance with the Order, if stated otherwise therein.

Sentry is responsible for all taxes imposed on the Services. Each party agrees to indemnify and hold harmless the other Party from all claims and liabilities arising from the other party's failure to report or pay such taxes for which they are responsible.

10. Personnel of Sentry

The Services provided by Sentry shall be carried out by an employee who has adequate competence and is properly certified to implement the Services ordered. Sentry shall ensure its Personnel employed to undertake the Services shall have and maintain the minimum required qualifications. Sentry shall also ensure that its Personnel will have the right to perform the Services at the relevant locations.

Sentry shall undertake that its personnel providing the Services which are the subject of this Agreement conform to the business hours and respect the internal rules and regulations of health and safety in effect at the relevant locations unless there is agreement to the contrary between the Parties or with the Customer.

In any event, these personnel shall remain under the control of Sentry, who shall be responsible for all technical, administrative, management, accounting, and corporate responsibilities of such personnel. Sentry will be responsible for and will pay all unemployment, social security and other payroll taxes, and all worker's compensation claims, worker's compensation insurance premiums and other insurance premiums, with respect to Sentry and its employees. Sentry and the Customer acknowledge that Sentry will not be subject to the provisions of any personnel policy or regulations applicable to the Customer employees, as Sentry will fulfill its responsibilities independent of and without supervisory control by the Customer; however, Sentry agrees to adhere, and to ensure that its personnel adhere, to the then-current policies and regulations of the Customer Professional Conduct Policy and Code of Ethics whenever Sentry is on the premises of any the Customer facility or is performing Services for the Customer.

11. Intellectual Property and Right of Use

Except as otherwise provided by law, the Customer shall be the owner of intellectual property rights for the deliverables resulting from the Services performed by Sentry, as well as the related documentation; and the Customer shall have an exclusive right of use for these works.

12. Indemnities

Sentry agrees to defend, indemnify and hold harmless the Customer from any and all claims, demands, suits and judgments, resulting or arising from:

(a) Sentry's breach of any covenant, representation or warranty made by Sentry under this Agreement;

(b) Sentry's infringement of any Intellectual Property right of the Customer or any third party;

(c) Sentry's damage or destruction of any property belonging to the Customer, or any third party relating to this Agreement;


(d) the injury to or death of any person caused or alleged to have been caused by the action or inaction (whether or not willful or negligent) of Sentry.

Upon becoming aware of a claim, the Customer will promptly advise Sentry.

Sentry agrees to:

(a) defend any such claim or suit against any Indemnities;


(b) pay all settlements, costs (including reasonable attorneys' fees) and damages awarded.

The Customer will have the right, at the Customer's expense, to engage separate legal counsel to monitor and advise the Customer regarding such defense. If the Customer believes, in its sole discretion, that the Customer's Intellectual Property rights may be adversely affected, the Customer may take over the control of Sentry's defense of the Customer. In connection with any claim, the Customer will provide any assistance or documentation that Sentry may reasonably request.

13. Confidentiality

The Parties shall undertake to respect the confidentiality of all the technical or commercial information or documents originating with or related to the other Party, including the software packages and/or the tools which are the property of third parties. This obligation of confidentiality shall not apply to the area of information:

(a) that falls in the public domain on the date it is given to a Party or which will fall in the public domain after that date, not through the fault of Sentry;

(b) already known by the Parties at the time of its communication;


(c) transmitted to the other Party with the express exemption of confidentiality.

This obligation of confidentiality shall remain in effect after the end of contractual relations stemming from this Agreement for a period of two years.

14. Limitation of Liability

In no event will Sentry be liable for any indirect or consequential damages. Sentry's aggregate liability to the Customer under this Agreement shall in no event exceed the fees paid by the Customer to Sentry in accordance with this Agreement.

15. Insurance

Sentry must take out, and maintain in effect, such insurance policies to adequately cover its liabilities as set forth herein including without limitation the possibility of physical, tangible, and intangible damages.

In particular, this insurance shall cover the damages caused during the performance of the Services by Sentry and its Personnel.

This insurance must be taken out with a reputable insurance company.

16. Unenforceability and Survival of Terms

If any provision of this Agreement will be held invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be replaced by such valid provision as most closely approximates the intention underlying it. Those terms which by their nature and context are intended to survive termination or expiration of this Agreement will so survive.

17. Non-Solicitation

During the term of the applicable Order, and for a period of six months thereafter, neither Party will solicit for employment any employees, agents, or contractors of the other party or its affiliates who, within six months prior to such solicitation, had contact with the soliciting party based in whole or in part upon Services provided under this Agreement. The restrictions in this Section shall be deemed not to apply to general solicitations for employment posted on Internet job sites or printed in newspapers or trade or professional journals.

18. Personal Data

The Customer strives to properly address data protection and privacy legal requirements relating to personal data it receives, collects, stores, processes, or transfers in the normal course of business and employment. "Personal Data" means any personally identifiable information received by Sentry from, or on behalf of the Customer, relating to a person, that is sufficient to cause such person to be identified, directly or indirectly. Sentry may have access to Personal Data, during the performance of its obligations under this Agreement and any applicable Statement of Work and Order and only as necessary for such performance.

Sentry will process the Personal Data only for the purpose of fulfilling its obligations under this Agreement and any applicable Order and in accordance with all applicable local and foreign privacy and data protection laws. At the Customer's direction, Sentry agrees to provide individuals about whom Sentry stores Personal Data with access to that Personal Data and will allow the individuals to correct, amend, and/or delete their Personal Data where it is inaccurate.

Sentry will establish and maintain appropriate technical and organizational security measures and safeguards reasonably satisfactory to the Customer to protect against the destruction, loss, or alteration, and the unauthorized access, use, or disclosure of any Personal Data.

In the event that Sentry or its Personnel discovers, receives notice of or suspects that unauthorized access, acquisition, disclosure or use of Personal Data has occurred or is likely to occur, Sentry shall immediately notify the Customer. The Customer shall determine the timing, content and manner of any notice to individuals, consumer reporting agencies or public authorities, and the specific remedial measure to be undertaken.

19. Force Majeure

Failure by any Party to timely perform any obligation under this Agreement caused by governmental restrictions, emergency, unavailability of Services or materials, or other causes beyond the reasonable control of the Party and which could not have been avoided by the Party's use of due care will not be deemed a breach of this Agreement, and if any time period for performance is involved, such period will be deemed extended accordingly. Sentry will not be paid for time spent at a Customer site if stranded due to inclement weather, emergency, or other causes beyond the reasonable control of Sentry and which could not have been avoided by Sentry's use of due care; however, the Customer may, in its sole discretion, reimburse Sentry for reasonable expenses incurred due to such stranding by inclement weather, emergency, or other cause beyond the reasonable control of Sentry.

20. Entire Agreement

This Agreement sets out the entire Agreement between the Parties relating to the subject matter hereof. Accordingly, all representation, statements made whether oral or written, in relation to the subject matter shall be excluded in their entirety. This Agreement may not be modified except with the mutual written agreement of both Parties.

For the avoidance of doubt, Orders as mutually agreed between the parties shall form part of this Agreement.

21. Assignment

Sentry may not assign, transfer, provide, either in return for payment or for free or subcontract all or part of its services to a third party, except with the prior written agreement of the Customer.

22. Notices

All notices to Sentry shall be sent by first class mail to one of the following addresses:

For the entire world:

SENTRY SOFTWARE - 4 place de la Défense, 92974 La Défense CEDEX, France

For Canada and United States only:

TRIOMON - 541 Baie-des-Castors Street, Ottawa, Ontario K4A 0Y7, Canada

23. Independent Contractor

Nothing in this Agreement will be construed to make a party an employer, employee, agent, joint venture or partner of the other. Sentry will perform all Services as an independent contractor. Sentry will have no authority to make any contract in the name of or otherwise to bind the Customer or any of its affiliates. Sentry will have sole discretion to determine the manner, method and means of performing the Services, subject to the provisions of this Agreement.

24. Foreign Corrupt Practices Act

Both Parties represent and warrant to the other Party that neither its officers, nor any of its directors, employees, agents, contractors, or other representatives will perform (or has any knowledge of) any of the following acts in connection with this Agreement, or any sale to be made hereunder, any compensations to be paid hereunder, or any other transactions involving the business interests of the other Party: pay, offer or promise to pay, authorize the payment of, any money, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any person or entity, whether public, private or governmental, for the purpose of:

(i) improperly influencing any act or decision of that person in his or her official capacity, including a decision to fail to perform his official functions,

(ii) inducing such person to use his or her influence to improperly affect or influence any act or decision thereof


(iii) securing improper advantage, all of the foregoing defined as "Prohibited Acts".

Sentry will comply with all legislation and common law anywhere in the world creating offense in respect of bribery or fraudulent or corrupt acts. These laws may include but are not limited to the U.S. Foreign Corrupt Practices Act, UK Bribery Act, Inter-American Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Council of Europe Criminal Law Convention on Corruption, the Council of Europe Civil Law Convention on Corruption, the United Nations Convention Against Corruption, the Anti-corruption Action Plan for Asia and the Pacific, the United Nationals Convention against Transnational Organized Crime, the African Union Convention on Preventing and Combating Corruption.

25. Applicable Law and Disputes

The Parties shall comply with all applicable laws in relation to the performance of the Services, including without limitation, data protection legislation and anti-corruption legislation.

With the exception of urgent matters justifying recourse to the courts, in the event of a dispute arising between them related to performance of the Agreement, the Parties shall use reasonable endeavors to undertake to implement a proceeding intended to facilitate an amicable settlement as soon as possible and prior to bringing the case before the courts.

To that effect, as soon as one Party identifies a dispute with the other Party, such party shall ask for an ad hoc meeting, summoning the identified contacts of the two Parties at the level of the general management, to discuss the issues arising from the dispute. This meeting must be held within 15 days after receipt of said registered letter by the Party to which it is addressed.

If, during said period of 15 days, no meeting is held or if held no solution is found, each Party will have the right to take the appropriate actions as may be available by law.

This Agreement is governed:

  • for Customers located in Canada, by the laws of Canada subject to the exclusive jurisdiction of the Ontario Court of Justice in Ottawa;

  • for Customers in the rest of the world, by the laws of the France subject to the exclusive jurisdiction of the courts of Nanterre.