Synergis Adept On-Premise Services Terms (2025)
These Services Terms apply to the following services (collectively, “Services”) provided by Synergis Technologies, LLC. (“Synergis”) to Customer under the Proposal between Synergis and Customer and/or any Statement of Work (“SOW”) subsequently signed by Synergis and Customer:
- Maintenance and Subscription Support
- Installation and Configuration Services, Legacy Data File Import, Custom Programming and Training (“Implementation Services”)
- Term-based Services such as Remote Administration, Cloud Hosting Services and Extended or Ongoing Technical Support (“Term-Based Services”)
- Custom Programming
1. Maintenance and Subscription Support.
1.1 Synergis Software Support Terms and Conditions: This section details the terms and conditions for Synergis Software Support and applies to all Synergis Software Support as provided with Maintenance or subscriptions.
1.1.1 Updates and Upgrades: Customer is provided all updates and upgrades to the licensed software specified in the Proposal (“Software”) and Helpdesk support for such Software, during the maintenance or subscription term specified in the Proposal (collectively “Support”). Updates refer to bug fixes and minor functional changes. Upgrades refer to new features, enhancements and changes incorporated by Synergis into the standard form of the Software. Updates and upgrades do not cover any new modules, products, services, or custom applications developed by Synergis for Customer or others. Synergis does not warrant that it will release any updates or upgrades of the Software during the maintenance or subscription term, nor that an operating system or feature set supported in a current Software release will be supported in future updates or upgrades. Support for Adept Integrator Platform, Tier 1 Connectors and Tier 2 Connectors may be specified in maintenance or subscription pricing. For Custom Connectors, annual Support is provided at 30% of the project price to develop the Custom Connector. For all Adept Integrator Connectors including Tier 1, Tier 2 and Custom Connectors, Customer must notify Synergis of its plans to upgrade to a new version of Adept or the integrated enterprise software product(s). Synergis will provide an estimated timeframe for providing an update to a Tier 1 Connector, Tier 2 Connector or Custom Connector following an update to Adept or the integrated enterprise software product(s). Synergis will use reasonable commercial efforts to meet such timeframe but cannot assure delivery within such timeframe.
1.1.2 Helpdesk Support Services: Support will be provided on normal business days during the hours of 8:30 AM to 7:00 PM ET Monday through Thursday and 8:30 AM to 5:00 PM ET on Friday. One trained Customer administrator or alternate may submit an unlimited number of Helpdesk support requests, but all such requests must relate solely to the Customer’s use of the Software. Requests may be submitted via telephone (800-836-5440 or 215-302-3000) or via email to adeptsupport@synergis.com. Synergis will make commercially reasonable attempts to respond to a properly submitted request within 2 business hours, and not more than 4 business hours. This response will consist either of: (a) a suggested problem resolution; or (b) in the case of a request which in Synergis' sole discretion requires research or escalation, a notification of the estimated time to provide a resolution or a workaround. Synergis will make reasonable commercial efforts to resolve within three business days any request found to arise from the Software. Synergis will accept requests that relate to Software and trouble-shooting requests will be accepted for minor installation or implementation questions. However, support may not be used in place of installation services or Customer user or administrator training. Either party may terminate Helpdesk Support Services prior to the contract expiration date, by providing thirty (30) days written notice to the other party. Upon termination of a Services Contract by the Customer, Customer will not be entitled to any refund or cancelation of payments previously made or then owed to Synergis. In the event of termination by Synergis, Synergis will refund the unused prorated portion of the contract term.
2. Implementation Services.
2.1 Installation and Configuration Services. The scope, timeline and costs for installation and configuration services will be specified in a SOW prepared by Synergis and signed by Customer. Customer’s project leader for Synergis proprietary software (“Software”) implementation must be available while Synergis’ implementation specialist is doing the services. Additionally, a customer information technology (IT) resource must be available to respond to questions or provide network access rights as necessary, within 2 hours of the request. Failure of these key people to be available during the implementation may adversely impact the quality of the implementation and the proposed implementation timeline. If more time is required to complete the implementation due to lack of Customer resource availability, Customer will be required to pay for additional time at standard Synergis rates. For onsite services, Customer shall provide workspace and access to related facilities, as necessary, and access to all necessary Customer personnel and information required for Synergis to perform the Implementation Services. Customer acknowledges that such access and facilities is essential to the provision of the Services hereunder. For remote services, Customer shall provide all access to all necessary Customer personnel and information required for Synergis to perform the Services. Customer requirements may be further outlined in a SOW and/or will be discussed at the project kick-off call with the Synergis project manager.
2.2 Legacy Data File Import. The scope, timeline and costs for legacy data file import will be specified in a SOW prepared by Synergis and signed by Customer. Synergis does not guarantee to import all legacy data files into the software database. Directories to be imported will be agreed upon prior to the implementation.
2.3 Training. The timeline and costs for training will be outlined on the Proposal and for training conducted during an implementation, it will be specified in a SOW. Customers who have been confirmed for specific training courses may reschedule or cancel without penalty with 10 calendar days prior written notice. Customers who reschedule or cancel enrollment less than ten calendar days before the class will be charged the full course fee. Once the fees are paid, the Customer can enroll in another class of equal or lesser value for an additional $200 per participant. Customers who fail to appear for training, and provide no notice, will be billed the full course fee and will receive no future training credits or discounts.
2.4 Rescheduling or Cancellations. Customers who have confirmed services dates for any Implementation Services may cancel or reschedule without penalty with fifteen calendar days prior written notice. Customers who cancel or reschedule such services with less than fifteen days prior written notice will be responsible to pay 25% of the fee for the first five days of such services. Once the cancellation or reschedule fees are paid, the Customer may choose to repurchase and reschedule such services at standard Synergis rates, less 15% (but such aggregate discount shall not exceed the cancellation or reschedule fees paid).
3. Term-Based Services. All Term-Based Services such as, but not limited to, Remote Administration, Cloud Hosting Services, and Ongoing Technical Support, are provided in accordance with the scope, terms and costs specified in the SOW prepared by Synergis and signed by the Customer. Either party may terminate Term-Based Services prior to its expiration date, by providing thirty (30) days written notice to the other party. Upon such a termination by Customer, Customer will not be entitled to any refund or cancelation of payments previously made or then owed to Synergis. In the event of termination by Synergis without cause, Synergis will refund the unused prorated portion of the then existing term. Either party may terminate Hosting Services prior to its expiration date by providing thirty (30) days written notice to the other party. In the event of termination of Hosting Services for any reason, Customer shall pay for Amazon Web Services or such other hosting provider (“Host”) usage up to and including the termination date. Additionally, if Customer has contracted for a specific or reserved term of Host’s services, such as, but not limited to Host’s Reserved Instances, Customer is also responsible for fees for the remainder of the Hosting Services contract term and such fees will be due and payable on the termination date.
4. Custom Programming. The scope, timeline and costs for custom programming will be specified in a SOW prepared by Synergis and signed by Customer. Synergis will own all right, title and interest to, and Customer will have a license or subscription on the same terms as Customer’s license or subscription of the Software for, any custom programming deliverables provided. Synergis may provide updates, upgrades and Helpdesk support for any such custom deliverables pursuant to a separate custom deliverables maintenance agreement and not as part of standard Maintenance. Synergis shall exclusively own all systems, software, documentation, tools, utilities, methodologies, specifications, techniques, trade secrets, know how, and other materials, owned or in the possession of Synergis prior to the effective date of the applicable SOW or developed by Synergis thereunder and/or used in connection with the Services, together with all intellectual property rights therein, whether or not they are specifically adapted by Synergis for use in the Services.
5. Changes. Should Customer desire to modify or extend the Services performed under a SOW after it has been signed, the parties will develop and sign written SOW change orders. Upon Customer's request, Synergis will provide a detailed description of Services to be completed, fee and expense estimates, and duration. Customer will authorize the change order via a written notification prior to Synergis initiating any work different than specified in the current SOW. Pricing and payment terms will be set forth in each SOW change order.
6. No Acceptance. Customer acknowledges and agrees that there are no deliverables for Services. Acceptance, formal or otherwise, is not a prerequisite to Customer payment as provided in the Proposal or applicable SOW. In any event, acceptance will be deemed received upon completion of the Services, and Customer agrees to provide written or electronic (emailed) acknowledgment of receipt of Services. Payment by Customer to Synergis shall not be withheld based on any acceptance conditions.
7. Travel Reimbursement Guidelines. Synergis will be reimbursed for its reasonable travel and related expenses, in accordance with the Expenses Appendix in the SOW.
8. Confidentiality. Through their relationship, the parties may have access to certain proprietary information and materials of the other, including business plans, customers, technology, trade secrets, and products that are confidential and of substantial value which value would be impaired if such information were disclosed to a third party (“Confidential Information”). The parties agree that neither shall disclose to any third party, nor use for any purpose other than the provision of the Services, any such Confidential Information of the other party and shall take reasonable precautions to protect the Confidential Information. The parties further agree to the Data Processing Terms set forth at https://www.synergissoftware.com/policies/privacy.html.
9. Termination. Either party may terminate a SOW prior to its expiration date, by providing thirty (30) days written notice to the other party. In the event of termination of a SOW for any reason, Customer shall pay for all completed Services, Services in process and expenses that can be reasonably substantiated by documentation based on the rates stated in the applicable SOW. If terminated by Customer, Customer shall pay Synergis its standard termination fees as provided in Sections 2.3, 2.4 and 3.
10. Force Majeure. Services shall be provided on a mutually agreed upon schedule. Neither party will be responsible for any delay or failure to perform arising from any cause beyond its reasonable control, and the time for performance shall be equitably extended.
11. Limited Warranty. Synergis warrants that all Services it provides will be performed in a workmanlike manner in accordance with reasonable commercial practice. Except as stated in the first sentence of this section, any Services or results thereof of any kind, in any form or format, are provided “as is” without warranty of any kind. Synergis’ entire liability and Customer’s sole remedy under this warranty shall be that Synergis will use reasonable efforts to re-perform the Services, and if such efforts fail, Synergis shall (i) refund an equitable portion of the price Customer paid for the Services, or (ii) provide such other remedy as may be required by law. EXCEPT AS PROVIDED IN THESE SERVICES TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SYNERGIS HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ABSENCE OF VIRUSES. Certain statutory provisions may imply warranties or conditions or impose obligations on Synergis that cannot be excluded or modified. Synergis' limited warranty is void if breach of the warranty has resulted from (i) accident, corruption, misuse or neglect by the Customer; (ii) acts or omissions by someone other than Synergis; (iii) combination of the Software with products, material or software not provided by Synergis or not intended for combination with the Software; or (iv) failure by the Customer to incorporate and use all updates to the Software available from Synergis. Software has been developed to perform on a LAN or across a WAN, and network bandwidth, latency and network routing play key roles in how well the Software will perform. Customer is responsible to ensure its network is optimized for database and file transactions between the primary Software application, its database server and its users of the Software.
12. Limitations. To the maximum extent permitted by applicable law, the entire liability of Synergis and Customer's exclusive remedy shall be as set forth in the express limited warranty set forth in Section 11. If Synergis does not remedy a breach of warranty, Customer may terminate its commitment for unperformed Services and its payments for such defective or unperformed Services will be refunded. To the maximum extent permitted by applicable law, for any claim arising out of Synergis' limited warranty, or for any other claim whatsoever related to the Services, Synergis' liability for all types of damages, regardless of the form of action or basis (including without limitation contract, breach, estoppel, negligence, misrepresentation, or tort), shall be limited to the money paid by Customer to Synergis for the Services that caused the damages or that is the subject matter of, or is directly or indirectly related to, the cause of action. No action, regardless of form, arising out of or related to the Services may be brought by Customer more than one year after the cause of action has arisen, except as provided under applicable law. Synergis’ licensors, suppliers, affiliates, and resellers are third party beneficiaries of these Services Terms, entitled to the benefit and enforcement of the provisions herein. IN NO EVENT WILL SYNERGIS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUES, LOST SAVINGS, INTERRUPTION OF USE OR ANY LOSS OF, INACCURACY IN, OR DAMAGE TO, DATA OR RECORDS, FOR CLAIMS OF THIRD PARTIES, OR DAMAGE TO REAL OR TANGIBLE PROPERTY, FOR LOSS OF PRIVACY ARISING OUT OR IN ANY WAY RELATED TO THE PROVISION OR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY OR CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), AND EVEN IF SYNERGIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY CUSTOMER BASED ON A THIRD-PARTY CLAIM, EXCEPT TO THE EXTENT THIS EXCLUSION OF DAMAGES IS DETERMINED LEGALLY INVALID. THE FOREGOING LIMITATIONS APPLY EVEN IF THE ABOVE-STATED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledges that the fees for the Services fairly reflect this allocation of risk.