MobileIron, Inc. Terms and Conditions Related to Pre-Packaged Professional Services
Version June 1, 2018
MobileIron and Customer have entered into one or more agreement(s) and, in some cases, statement(s) of work (“SOW”) relating to MobileIron’s products and professional services. Capitalized terms not herein defined shall have the meaning set forth in the relevant agreement or SOW. With respect to professional services provided by MobileIron, the following terms and conditions shall apply.
- Unless otherwise set forth in the SOW or agreed in writing by MobileIron and Customer, (a) MobileIron shall deliver Services remotely and during Business Hours (defined below); and (b) Services performed outside of Business Hours will be deemed delivered at one-and-a-half (1.5) times the regular rate (i.e., one (1) hour of Services actually performed outside of Business Hours will count as one-and-a-half (1.5) hours for purposes of calculating hours consumed and the remaining hours left in the SOW Hours). “Business Hours” means 9 am-5 pm (in the applicable Customer local time zone), Monday through Friday (excluding holidays).
- Scheduled sessions are booked based on the parties’ mutual agreement, typically on a first come, first served basis. MobileIron will make our best effort to accommodate Customer’s schedule. Customers should expect a one to two (1-2) week lead time for initial remote sessions, with subsequent sessions typically scheduled within a week. Any onsite visits may require up to three to four (3-4) weeks lead time and will require an agreement for travel expense reimbursement. For onsite services, an onsite day is billed at an eight (8) hour minimum. Scheduled days are considered delivered in full, unless changed or canceled a minimum of one (1) week in advance of the first onsite day. All exceptions to these terms must be mutually agreed in writing.
- In addition to hours spent by MobileIron working directly with Customer onsite or on calls, hours spent by MobileIron researching and responding to questions via email also will be charged against Customer’s SOW Hours.
- MobileIron’s obligation to deliver the Services under an SOW shall be deemed to have been fulfilled with respect to such Services upon the earliest of : (1) completion of all service deliverables set forth in the relevant SOW; (2) MobileIron has performed the SOW Hours; (3) one hundred eighty (180) days after execution of the relevant SOW (“SOW Term”) (unless MobileIron agrees in writing to an extension of the time for delivery); (4) Customer fails to respond to MobileIron’s written request to schedule the Services within two weeks of such request or fails to contact MobileIron to schedule the Services within ninety (90) days after execution of the relevant SOW; or (5) Customer fails to make itself available for delivery of the Services during the SOW Term.
II. PAYMENT TERMS
- Travel, Lodging, and Meal Expenses: Customer will reimburse MobileIron (directly or through the authorized reseller) for all actual and reasonable expenses incurred by MobileIron. Upon Customer’s request, MobileIron will provide documentation evidencing such expenses (e.g., receipts). Expenses incurred do not require a purchase order for billing.
- Payment: If Customer is purchasing through an authorized reseller, the payment terms will be determined between Customer and such authorized reseller. If Customer is purchasing directly from MobileIron, the following payment terms shall apply. All fees payable to MobileIron under this SOW shall be paid in U.S. dollars and are non-refundable. Unless otherwise agreed by the parties, MobileIron shall invoice Customer at the time the order for Services is placed. Customer shall pay all undisputed amounts within thirty (30) days of MobileIron’s invoice. All fees, expenses and other amounts payable to MobileIron do not include any sales, use, value added, withholding, excise or other applicable taxes, tariffs or duties, the payment of which is Customer’s sole responsibility (excluding any taxes based on MobileIron’s net income). Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law.
III. CHANGE ORDERS
Requests to change any SOW (including additional hours or the scope of the Services under a SOW) will require a change order signed by both parties that describes the specific change in scope, pricing, and/or responsibilities agreed to by the parties (“Change Order”). All Change Orders are effective only after both parties execute the Change Order. This SOW shall be deemed amended only to the extent necessary to reflect the changes agreed in writing in a signed Change Order. See example Change Order in Section V below.
IV. SPECIAL ASSESSMENT
MobileIron reserves the right to charge Customer a Special Assessment (defined below) if (i) Customer is more than 15 minutes late to a scheduled services delivery appointment (MobileIron reserves the right to cancel the appointment), (ii) Customer has not completed the necessary preparations as previously communicated to Customer in advance of such appointment and MobileIron is unable to provide Services as a result of Customer’s failure to complete such preparations or (iii) Customer cancels the scheduled services delivery appointment on less than 24 hours’ notice. If the appointment was scheduled for up to two (2) hours, the Special Assessment will be equal to the originally-scheduled service delivery hours for the applicable appointment, not to exceed one (1) hour. If the appointment was for more than two (2) hours, the Special Assessment will be equal to one-half of the originally-scheduled service delivery hours for the applicable appointment. The Special Assessment will be charged against Customer’s SOW Hours. For example, if a Customer cancels a ninety (90) minute appointment on less than 24 hours’ notice, the Special Assessment will be one (1) hour, and if a Customer cancels a three (3) hour appointment on less than 24 hours’ notice, the Special Assessment will be ninety (90) minutes.
V. CHANGE ORDER TEMPLATE
The Customer identified below and MobileIron agree to the following changes to the existing SOW identified below:
If the parties have executed a Change Order at Customer’s request whereby the total number of hours to be worked have been increased or the SOW Term has been extended, then Customer (a) represents that it has sufficient funding to support such changes and (b) shall ensure that MobileIron is paid the applicable fees by the authorized reseller or by Customer directly.