Appendix for Professional Services

Version 2024-02, compliant with Qt License Agreement 4, Qt Frame Agreement 2023-10 or later

1. GENERAL

1.1. This Appendix for Professional Services is an integral part of the Agreement and specifies the legal terms that are applied to the provision of The Qt Company’s Professional Services for Customer, as further detailed (including any services to be provided) in the applicable Purchase Document between the Parties. 

1.2. Professional Services may be provided on a time-and-materials, fixed price project, or flexible hours basis. Professional Services may include custom support or development, consulting workshops, or training. The relevant Professional Services method of delivery shall be set forth in the applicable Purchase Document, as are any applicable additional terms applied to such delivery methods. 

1.3. At the direction and discretion of The Qt Company, affiliates of The Qt Company (“Qt Affiliates”) or Qt subcontractors may perform certain tasks related to Professional Services, provided that The Qt Company shall at all times remain responsible for the performance by Qt Affiliates and/or Qt subcontractors, as well as compliance with the applicable terms and conditions of the Agreement by the Qt Affiliates and Qt subcontractors. Any reference to The Qt Company in this Appendix and applicable Purchase Documents shall be deemed to include applicable Qt Affiliates and Qt subcontractors. 

1.4. The parties are independent contractors, not agents, partners or joint venturers. Further, nothing in this Appendix or a Purchase Document is intended to create any employment relationship between Customer and Qt-provided Professional Services resources. 

2. DEFINITIONS

2.1. ”Background IP” shall mean any techniques, methods, ideas, concepts, programs or other technology, including all copyrights, trademarks, patents and other intellectual property rights therein of a Party or a third party that has been generated prior to or outside the scope of the Professional Services hereunder, and includes also any Background IPUpdates generated in the course of performing Professional Services. 

2.2. “Background IP Updates” shall mean enhancements, new features, improvements, refinements, configurations, or modifications to any Background IP. 

2.3. “Deliverables” shall mean software and other material and products delivered by The Qt Company to Customer via the Professional Services (including any Results and Background IP, if any). 

2.4. “Professional Services” shall mean the professional services and any Deliverables provided to Customer under the Agreement and Purchase Document. 

2.5. “Results” shall mean any software and other material and products custom-generated by The Qt Company for Customer in the course of providing the Professional Services.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. All rights to Background IP shall remain and be exclusively vested with the respective Party or relevant third party rights-holder.  Customer grants to The Qt Company the right to use Customer’s Background IP solely for the purpose of performing the Professional Services and delivery of the agreed Deliverables.

3.2. To the extent that the Deliverables provided by The Qt Company hereunder include and/or involve the use and optimization of The Qt Company’s or a third-party’s Background IP: (i) Customer’s right to use such Background IP is granted and governed by applicable standard license terms governing such Background IP unless the parties have concluded a separate agreement to govern The Qt Company’s Background IP (which may be contained in a separate Appendix to the Agreement (the “Background IP License Agreement”), and (ii)  unless and to the extent otherwise agreed in the Purchase Document, Customer is entitled to use any Background IP Updates solely for its internal use, and shall not distribute any Qt Background IP Updates to any third parties.

3.3. Unless and to the extent otherwise agreed in the Purchase Document, as between the Parties, the copyright and all other intellectual property rights to the Results shall be vested with the Customer.   

3.4. The Customer’s rights described in this Section 3 shall only be valid provided that Customer duly pays to The Qt Company all applicable fees and charges relating to the Professional Services.  

4. DELIVERY

4.1. Unless otherwise agreed, Professional Services shall be performed during the normal business hours of The Qt Company (in the region where the Professional Services are being performed) under The Qt Company’s standard working methods and procedures, and legislation applicable to the Professional Services personnel performing the work. 

4.2. Each Party shall contribute to the performance of the Professional Services with respect to factors which are under the command or control of that Party. Each Party undertakes for its own part to—without delay—make its decisions necessary for the performance of the Professional Services. 

4.3. Professional Services shall be performed by qualified personnel and with due diligence and oversight. 

4.4. If it has been agreed in the applicable Purchase Document that the Professional Services are to be performed by a named individual and such individual becomes, for a reason beyond The Qt Company’s control (e.g., change of employment, prolonged illness or other similar reason) unavailable to provide the Professional Services, then The Qt Company shall assign another individual with adequate skills as a replacement resource for the Professional Services. If The Qt Company is unable to assign such replacement to complete the Professional Services, then either Party shall have the right to terminate the relevant part of the applicable Purchase Document with immediate effect by providing written notice thereof to the other Party.  In the event that Customer is responsible for a signficant delay in the Professional Services engagement, The Qt Company may re-assign, reschedule, or remove named individuals from the Professional Services engagement. 

4.5. Acceptance criteria and procedure for the Deliverables and/or Professional Services, if applicable, shall be specified in the Purchase Document. In the event that Acceptance criteria and procedure are not specified in the applicable Purchase Document, no acceptance criteria or procedure applies.  

5. CHANGES

Professional Services shall be perfomed pursuant to the agreed scope and time schedule set forth in the Purchase Document, and any changes thereto shall be subject to written approval by both Parties. For any change request, The Qt Company shall provide a written plan on the effects of the change to the prices and delivery schedule of the Professional Services, whereupon the Parties shall both respectively consider whether or not to pursue with a proposed change. Any change request and resulting written plan must be handled by each party without undue delay. Until a change request and plan has been accepted in writing by both parties, the Professional Services work shall continue in accordance with the scope and time and schedule set forth in the Purchase Document. 

Where Customer is reponsible for providing the technical environment (including but not limited to computers, software, data connections and interfaces) relevant to the performance of the Professional Services, Customer shall not make any changes to such technical environment without The Qt Company’s prior written approval. Should Customer make any unauthorized change to the relevant technical environment that hinder or impair the performance of the Professional Services, The Qt Company may, at its option, choose to (i) suspend the performance of Professional Services; (and/or ii) charge Customer for any additional costs or work resulting from such unauthorized change. If Customer fails to provide the necessary technical access, The Qt Company’s obligation to provide Professional Services will be excused until access is provided.

Where The Qt Company is responsible for the technical environment relevant to the performance of the Professional Services, The Qt Company may freely make any changes to such technical environment provided that any such change do not result in any additional costs for Customer or significant effect on the quality of the Professional Services.

6. DELAY

6.1. In the event of a delay or likely delay relating to the Professional Services, the party responsible for the delay or likely delay shall promptly inform the other Party in writing of the expected delay and of the expected effects of the delay on the agreed time schedule, whereupon the Parties shall agree on updating the delivery schedule accordingly. 

6.2. If a material part of the delivery is delayed due to a reason attributable to a Party and the Delivery does not take place within a reasonable extension of time set by the non-breaching Party in writing, the non-breaching Party shall be entitled to terminate the Purchase Document forthwith with respect to the delayed Professional Services. In the event that Customer is responsible for the delay, The Qt Company may charge the Customer for costs resulting from such delay, should the delay materially impact the Professional Services engagement. In the event of  cancellation by The Qt Company due to Customer delay, Customer will only be entitled to a prorated refund calculated from the date of termination.  

7. PRICES AND CHARGES

7.1. Prices for the Professional Services are specified in the Purchase Document and/or in Pricing Appendix of the Agreement.  All payment obligations are non-cancelable, and all fees and charges are, except as otherwise explictly stated in this Appendix, non-refundable. Any professional services hours not consumed upon expiration or termination of the relevant Purchase Document shall expire in accordance with the applicable Professional Services structure set forth in such Purchase Document. 

7.2. If any payment by Customer is delayed by more than thirty (30) days from payment due date, The Qt Company shall be entitled to suspend its performance without any liability until Customer has paid all amounts due to The Qt Company. Alternatively, The Qt Company is entitled to terminate the relevant Purchase Document with immediate effect. 

7.3. Unless otherwise agreed in writing, The Qt Company  shall be entitled to adjust the price of the Professional Services by notifying the Customer of the change in writing at least sixty (60) days before the effective date of the change. If Customer does not accept the price change, the Customer shall be entitled to terminate the Purchase Document for the respective Professional Services in question on, or prior to, the effective date of the price change by notifying The Qt Company thereof in writing at least thirty (30) days before the effective date of the change. 

7.4. The prices exclude incurred travel, lodging, daily allowance and other similar expenses (“Travel Expenses”).  The Qt Company is entitled to charge Customer for incurred Travel Expenses (including travel time) and shall do so in accordance with The Qt Company’s applicable travel and expense policy.   

7.5. If Customer requests that the Professional Services be performed outside The Qt Company’s normal business hours, and should The Qt Company agree to perform the Professional Services outside its normal business hours, The Qt Company shall be entitled to charge additional charges (including applicable overtime charges) for such extra-ordinary working hours. 

8. RECRUITMENT RESTRICTION

8.1. Neither Party may actively solicit for employment any individual of the other Party actively engaged in the Professional Services (including a Party’s contractors and service partners), until twelve (12) months have passed from the termination or expiration of the relevant Purchase Document for such Professional Services.   

8.2. In case of a breach of the recruitment restriction specified above, the Party in breach shall be liable to pay to the other Party liquidated damages in the amount corresponding to six (6) months salary (prior to applicable tax and insurance deductions) of the recruited individual or, in case of breach by Customer, in the amount corresponding to six (6) months of The Qt Company’s Professional Services hourly list price based on a calculation of 40 hours per week.

8.3. The recruitment restriction shall not be applied if: (i) the employment of the individual in question has been terminated due to a reason attributable to the employer; or (ii) if the recruitment results from the individual’s application for a published open position without any solicitation by the relevant party. 

9. VALIDITY AND TERMINATION

9.1. With regard to Professional Services, the Purchase Document shall expire upon conclusion of the scope of work (whether fixed-term expiration, completion of applicable tasks, or delivery of Deliverables) set forth in the Purchase Document  and corresponding payment by Customer. 

9.2. Either Party may terminate the Purchase Document with immediate effect if the other Party commits a material breach of the applicable contract terms and has not remedied the breach within a reasonable period of time (which shall be no less than 30 days) of the non-breaching Party’s written notice specifying the breach. 

9.3. Expiration or termination of the Purchase Document for any reason whatsoever shall not relieve Customer of its obligation to pay any fees accrued or payable to The Qt Company under a Purchase Document in effect prior to the effective date of termination, and Customer shall immediately pay to The Qt Company all such fees upon the effective date of termination.