Statement of Work – One version maintenance
Version: 11 October 2023
1.1 This Statement of Work (SOW) for One Version Maintenance applies to the Agreement between TravelOperations and Customer if set out in the Order Form executed between TravelOperations and Customer.
1.2 The SOW for One Version Maintenance sets out the terms and conditions for TravelOperations’ standard assistance with implementing new versions and updates for TravelOperations Software (the “Maintenance Services”) subscribed to by Customer as set out in the Order Form.
1.3 Unless stated otherwise, this SOW is subject to the terms and conditions defined in the Master Terms and the Order Form.
2.1 Capitalized terms used in this SOW shall have the same meaning ascribed to in the Master Terms, unless stated otherwise. In addition, the following definitions shall apply:
“Maintenance Fee” means the standard fee for the Maintenance Services set out in Clause 6.1.
“Maintenance Services” means TravelOperations’ standard assistance with implementing new versions or updates for TravelOperations Software described in this Statement of Work.
3. Scope of the maintenance services
3.1 Subject to the terms and conditions of the Agreement, including this SOW, TravelOperations will assist Customer with implementing and releasing new versions and updates to the TravelOperations Software to ensure compatibility with Customer’s Microsoft Dynamics 365 solution. The scope of the Maintenance Services is set out below:
|Included in the Maintenance Services||Not included in the Maintenance Services|
|✔ Release Management:|
o New Versions
o New content/functionality
o Release planning/meetings
o Emergency releases (if applicable to Customer)
✔ Release to Customer’s test and production environment
X New releases (versions/updates) from independent software
vendors (third party software providers)
|✔ Release management of production environment and one test |
|X Additional test environments.|
|✔ Customer Success Manager (CSM) assistance|
|✔ Ad hoc consultancy (see Clause 3.2 below)|
3.2 Ad hoc consultancy included in the Maintenance Services and covered by the Maintenance Fee includes assistance with the release of content as well as assistance with testing and/or walkthrough and guidance on new functionality for up to a maximum of 10 hours per release (hours will not accumulate to the next release if not used).
3.3 Service items that are not included in the Support Services can be provided subject to a separate SOW or Add-on Order executed between the parties (for testing, see Clause 5.4 below).
3.4 Provision of the Maintenance Services is conditional upon TravelOperations having been granted sufficient access and insight into the Customer’s IT landscape in order to determine whether the standard Maintenance Services covered by this SOW are sufficient.´
4. Customer obligations
4.1 Customer is responsible for testing as set out in Attachment A (Release Cycle) and Customer shall establish and maintain a test log for identifying any Test Issues.
4.2 Customer shall be responsible for and manage Customer’s own resources, including third parties under Customer’s control. To the extent reasonably necessary for TravelOperations’ performance of the Maintenance Services, Customer shall also:
- I. Ensure that the sufficiently skilled, experienced, and qualified resources participate in the release planning meetings,
- II. enable TravelOperations to perform the Services by allowing full and safe access to Customer’s sites and all relevant facilities,
- III. allow TravelOperations remote access to relevant environments (including access through VPN),
- IV. make relevant documentation/information available to TravelOperations, and
- V. respond to and sign-off on all requests in due time and perform all its responsibilities, undertakings, obligations and roles in a manner needed for the timely execution of the Project.
5. Scope and responsibilities
5.1 New versions/updates of the TravelOperations Software are typically released four (4) times a year in accordance with TravelOperations’ software lifecycle (which is scheduled and planned to follow Microsoft’s release-cycle for Dynamics 365). Customer may request additional deployments for a fixed amount of EUR 5,000 (or the equivalent amount in the currency agreed in the Order Form).
5.2 Prior to any new versions or updates of the TravelOperations Software, TravelOperations and Customer will schedule a release meeting to plan the implementation of such new updates or versions (or in case of any emergency releases). During such meetings the parties shall agree to the applicable UAT acceptance criteria for the implementation.
5.3 TravelOperations shall be responsible for the release and implementation of new versions or updates to the TravelOperations Software to Customer’s test environment and production environment
5.4 Customer shall be responsible for testing in order to determine whether the established acceptance criteria have been satisfied. TravelOperations can assist Customer with testing, subject to separate payment on a time and material basis in accordance with TravelOperations’ applicable hourly rates (unless to the extent covered by the ad hoc consultancy set out in Clause 3.2 above).
5.5 An example of a TravelOperations release schedule is set out in Attachment A. Customer may request the latest release schedule from TravelOperations.
6. Financial overview
6.1 In consideration for the Maintenance Services, Customer shall pay the annual fixed fee set out in the Order Form (the ” Maintenance Fee”). The fixed Maintenance Fee will be invoiced annually in advance
6.2 Any services rendered on a time and material basis will be invoiced monthly in arrears. The time and material rates (Standard Hourly Rates) for TravelOperations’ personnel are set out in the Order Form.
6.3 Customer may request that other ISV (independent software vendor) solutions are to be covered by the Maintenance Service, in which case the Parties shall execute an Add-on Order to cover the additional work to be undertaken by TravelOperations. The prices for such additional solutions may vary depending on whether the ISV in question is a “preferred partner” of TravelOperations or not.
7. Term and termination
7.1 This SOW shall commence at the commencement date for this SOW (One Version Maintenance) set out in the Order Form and shall be effective for the duration of the Agreement, unless terminated earlier in accordance with Clause 7.2.
7.2 Each party may terminate this SOW for convenience to the end of the Initial Term or a Renewal Term in accordance with the Master Terms.
7.3 If this SOW is terminated for breach by Customer in accordance with the Master Terms, TravelOperations shall pro rata refund Customer of the fixed fees paid by Customer referred to in Clause 6.1.