1. Introduction
1.1. Applicable Terms. These Professional Services Terms and Conditions (“Professional Services Terms”) form an integral part of the Agreement into which they are incorporated by reference and shall apply to the provision of Professional Services by Mews to the Partner.
1.2. Integration with Master Terms. These Professional Services Terms are considered 'Mews Services' as defined in the Master Terms and Conditions. The Master Terms and Conditions shall apply to the provision of Professional Services, and in case of any discrepancies between these Professional Services Terms and the Master Terms and Conditions, these Professional Services Terms shall prevail.
2. Definitions
2.1. Definitions. Capitalized words not defined herein shall have the same meanings as given in the Master Terms and Conditions.
2.1.1. "Professional Services" means consulting, optimization, technical advisory, implementation, system audits, and similar project-based services provided by Mews to the Partner as specified in a Service Agreement.
2.1.2. "Service Agreement" means any written or electronic ordering document (including any order form, statement of work, in‑app purchase flow or similar document or mechanism) executed between, or otherwise accepted by, Mews and the Partner that specifies the scope, deliverables, timeline and fees for the applicable Professional Services.
2.1.3. "Deliverables" means the specific work products, reports, configurations, or other outputs to be provided by Mews under a Service Agreement.
3. Professional Services Offerings
3.1. Mews may provide Professional Services to the Partner from time to time under one or more Service Agreements. Professional Services may include, without limitation, system audits, configuration reviews, efficiency and optimization assessments, advisory workshops, implementation support and other project‑based services agreed in writing between the parties.
3.2.Each Professional Services engagement is project‑based and non‑recurring, with the specific scope, deliverables, timeline and fees defined in the applicable Service Agreement.
4. Delivery Models
4.1. Professional Services may be performed remotely and/or onsite, using such methods, tools and locations as agreed between the parties from time to time. Unless expressly stated otherwise in the applicable Service Agreement, Professional Services are performed remotely.
4.2.Travel and Expenses. If onsite attendance is agreed, the applicable Service Agreement will set out any related travel, accommodation and subsistence costs and whether such costs are included in the fees or reimbursable separately by the Partner.
5. Service Agreement, Scope and Cooperation
5.1. Service Agreement Required. Each Professional Services engagement requires a Service Agreement that at a minimum specifies:
5.1.1. the detailed scope of work and Deliverables;
5.1.2. the project timeline and milestones (if any);
5.1.3. the applicable fees and invoicing schedule; and
5.1.4. the acceptance criteria and any engagement‑specific terms.
5.2. Partner Cooperation. Partner shall provide reasonable cooperation, including access to systems, data and personnel, as reasonably required for Mews to perform the Professional Services. Mews is not responsible for any delay or deficiency in the Professional Services to the extent caused by the Partner’s failure to provide such cooperation.
5.3. Changes to Scope. Any changes to the agreed scope of Professional Services must be agreed in writing by both parties and may result in additional fees and/or changes to the timeline.
6. Acceptance of Deliverables
6.1.Upon delivery of any Deliverables, Partner shall have ten (10) business days (or such other period as specified in the relevant Service Agreement) to review the Deliverables and either:
6.1.1. confirm acceptance; or
6.1.2. notify Mews in writing of any material non‑conformance with the agreed specifications, describing the non‑conformance in reasonable detail.
6.2. If the Partner does not provide such written notice within the review period, the Deliverables are deemed accepted.
6.3. If the Partner provides timely notice of non‑conformance, Mews will use reasonable efforts to correct the non‑conformance and re‑deliver the corrected Deliverables, after which the same review process applies. Acceptance shall not be unreasonably withheld, conditioned or delayed.
7. Intellectual Property and Use of Deliverables
7.1. Intellectual Property. All intellectual property rights in and to the Deliverables, methodologies, and work products created during Professional Services engagements shall be owned by Mews in accordance with the intellectual property provisions set forth in the Master Terms and Conditions. Partner receives a non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for its internal business purposes in connection with its use of Mews Services. To the extent any Deliverables incorporate Partner-provided materials or data, Partner grants Mews a non-exclusive, royalty-free license to use such materials solely for the purpose of creating and delivering the Deliverables.
8. Data Protection
8.1. Data Protection. To the extent Mews processes personal data while performing Professional Services, such processing shall be governed by the Data Processing Agreement forming part of the Agreement. Mews shall access Partner systems and data only to the extent reasonably necessary to perform the Professional Services and shall ensure that any personnel or subcontractors accessing such data are bound by appropriate confidentiality and data protection obligations.
9. Fees and Payment
9.1. Professional Services Fees. Fees for Professional Services are set out in the applicable Service Agreement and are payable in accordance with the invoicing schedule specified in that Service Agreement.
9.2. Payment Terms. Unless expressly stated otherwise in the Service Agreement, invoicing and payment terms for Professional Services follow the payment terms set out in the Master Terms and Conditions.
10. Liability and Indemnification
10.1. Liability Limitation. Subject to the limitations on liability set forth in the Master Terms and Conditions, Mews' total aggregate liability for Professional Services shall be limited to the Professional Services fees paid by the Partner to Mews in the one (1) month period immediately preceding the claim giving rise to such liability.
10.2.Professional Liability. Mews provides Professional Services on an "as is" basis and makes no warranties, express or implied, regarding the outcomes, results, or suitability of any recommendations, advice, or Deliverables provided. Partner acknowledges and agrees that: (a) it is solely responsible for evaluating, validating, and implementing any recommendations or advice provided by Mews; (b) results may vary based on Partner's specific circumstances, execution, and factors outside Mews' control; (c) Mews does not guarantee any specific business results, return on investment, or performance improvements; (d) any information, recommendations, guidance, analyses, or opinions provided by Mews in connection with the Professional Services are provided for general informational purposes only and do not constitute legal, financial, regulatory, tax, or other professional advice; and (e) to the fullest extent permitted by applicable law, Partner waives any claims against Mews for professional negligence or breach of any duty of care in connection with the Professional Services, except to the extent arising from Mews' gross negligence or willful misconduct.
11. Term, Suspension and Termination
11.1. Term. Each Professional Services engagement starts on the effective date of the applicable Service Agreement and continues until completion of the Professional Services, unless terminated earlier in accordance with the Agreement or the Service Agreement.
11.2. In addition to any other provision found in the Master Terms and Conditions, Mews may suspend the provision of Professional Services in the event of: (a) Partner's failure to pay any Fees when due; (b) Partner's failure to provide cooperation, access, or information reasonably required for Mews to perform the Professional Services; or (c) Partner's material breach of these Professional Services Terms or the applicable Service Agreement. Such suspension shall not relieve Partner of its payment obligations, and Mews shall not be liable for any delays or damages arising from such suspension.
12. Final Provisions
12.1. Subcontractors. Mews may engage subcontractors to perform any part of the Professional Services. Mews shall remain responsible for the performance of its subcontractors to the same extent as if Mews were performing such Professional Services directly, in accordance with the subcontracting provisions of the Master Terms and Conditions.
12.2. Governing Terms. These Professional Services Terms are subject to and governed by the provisions of the Agreement, including the applicable governing law and dispute resolution provisions set forth therein.