These terms govern implementation, configuration, development, training, and other professional services that Hercules performs for a Customer (“Professional Services”). Capitalized terms not defined here have the meanings given in the Terms of Service.

1. Statements of Work#

Professional Services are provided only under a statement of work or order form signed by both parties that describes the services, deliverables, timeline, and fees (a “SOW”). Each SOW incorporates these terms and the Terms of Service; if they conflict, the SOW controls, then these terms, then the Terms of Service. Changes to scope, timeline, or fees require a signed change order. Customer will provide the access, information, and decisions identified in the SOW on a timely basis, and Hercules is excused from delays caused by Customer’s failure to do so. Professional Services are separate from the Support Policy and any Service Level Agreement.

2. Fees#

Customer will pay the fees stated in the SOW. Unless the SOW provides otherwise, services are performed on a time-and-materials basis, estimates are not a cap, fees are invoiced monthly in arrears, and invoices are due within 30 days. Customer will reimburse pre-approved, documented expenses and is responsible for taxes other than taxes on Hercules’ net income. Either party may terminate a SOW on 30 days’ written notice; Customer will pay for services performed and non-cancellable expenses incurred through the termination date.

3. Deliverables#

Each deliverable identified in a SOW (“Deliverable”) is deemed accepted 10 business days after delivery unless Customer notifies Hercules in writing of a material non-conformance with the SOW, in which case Hercules will correct and redeliver it once. Hercules retains all rights in the Hercules Platform and in the tools, templates, methodologies, and pre-existing or generally applicable materials it uses or develops in performing Professional Services (“Hercules Materials”). Subject to payment, Hercules grants Customer a non-exclusive, perpetual license to use, copy, and modify the Deliverables, including any Hercules Materials they incorporate, for Customer’s internal business purposes in connection with the Hercules Platform. Customer retains its rights in Customer Content, End User Content, and materials it provides. Deliverables containing code generated by the Hercules Agent are subject to the review obligations and AI limitations in the Terms of Service.

4. Warranty and Liability#

Hercules warrants that Professional Services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is re-performance or, at Hercules’ option, a refund of the fees paid for the non-conforming services, provided Customer gives notice within 30 days after performance. Except as stated above, Professional Services and Deliverables are provided as is, and Hercules does not guarantee any particular business result. Hercules may use subcontractors and remains responsible for them; the parties are independent contractors. Hercules’ total liability relating to Professional Services under a SOW will not exceed the fees paid under that SOW in the preceding 12 months, and the exclusions and limitations in the Terms of Service also apply. Sections 2 through 4 survive termination of any SOW.