The Professional Services Assumptions

This Professional Services Assumptions (“Assumptions”) is entered into between MRI Software company named in the applicable Statement of Work (“MRI”) and the Client named in the Statement of Work (“Client”), and the authorized representatives of the Parties hereby execute this Professional Services Assumptions to be effective as of the Effective Date, as defined in the Statement of Work.  These Assumptions set forth the terms and conditions under which MRI will provide professional services to the Client, including project governance, implementation support, training, and other related services as described herein.

1. Definitions

• • 1.1 Any Capitalized terms not herein defined shall have the meaning set forth in the governing master agreement, as defined in the Statement of Work.

2. Project Pre-Requisites

• • 2.1 Within a reasonable period of time following execution of the applicable Statement of Work, MRI shall kick-off 4D Methodology (as outlined in the 4D Methodology) to deliver the Professional Services outlined within that Statement of Work. MRI shall not kick-off, schedule or progress the Professional Services outlined in the Statement of Work until the applicable Master Agreement (referenced in the Statement of Work) is fully executed.

3. Project Deliverables and Estimates

• • 3.1 Each estimate contained within the Statement of Work has been provided based on MRI’s reasonable expectation for accuracy and based on the information provided by the Client. All estimates in the project are subject to change based on actuals.
  • 3.2 Any delivery dates for the Professional Services within the Statement of Work must be agreed between MRI and the Client as part of the 4D Methodology. Under no circumstances shall dates which are communicated to MRI by the Client, but not formally agreed to by MRI be deemed as deadlines.  Time is not of the essence under any Statement of Work.  In the absence of agreed delivery dates, all Professional Services shall be delivered in a reasonable time period.

4. General Responsibilities

• • 4.1 Joint Responsibilities. The Parties shall each: (i) work collaboratively with one another to endeavor to meet the agreed upon scope, timeline, and budget; (ii) allocate the appropriate resources to the project (quantity and quality); (iii) participate in any relevant workshops and meetings; (iv) reasonably work together to define and evaluate any scope; (v) work collaboratively to resolve issues in accordance with the escalation process outlined herein; (vi) make reasonable business efforts to deliver a stable network and computing environment during the project; (vii) communicate any changes in schedule, availability of project personnel, hardware, software, resources or facilities related to the project within a reasonable timeframe.  All responsibilities of each party shall be subject to the Assumptions outlined in Section 5.
  • 4.2 MRI Responsibilities. Throughout the performance of the Professional Services outlined in the applicable Statement of Work, MRI shall: (i) provide project governance; (ii) set up the MRI environments; (iii) lead workshops for in-scope activities, as appropriate; (iv) create any in-scope Configurations based on the requirements agreed between the Parties; (v) prepare and deliver any in-scope training workshops; (vi) provide to Client user-guides (not Client specific) for any in-scope training workshops; and (vii) provide post go-live support.
  • 4.3 Client Responsibilities. Throughout the term of the applicable Statement of Work, the Client shall: (i) ensure participation of all required stakeholders in workshops; (ii) identify and communicate all necessary requirements for its evaluation of a successful project; (iii) ensure stakeholders complete MRI-assigned actions ahead of scheduled workshops; (iv) provide all requested details for the setup of roles, and users; (v) provide accurate and timely decisions to questions and decision requests presented by MRI; (vi) obtain complete and accurate data in an MRI-approved format for uploading to the system; (vii) validate any uploaded data and adjust migrated data as needed; (viii) complete an acceptable level of validation and application testing upon request by MRI and prior to delivery of each milestone of the Statement of work; (ix) fine tune the system parameters and modeling ; (x) create any required customized documentation such as user guides and standard operating procedures; (xi) provide access to MRI for any Client-controlled environments which may reasonably be required to perform the scope of the Statement of Work; and (xii) make available appropriate personnel for knowledge transfer and decision-making.

5. Assumptions. The Parties’ responsibilities under any applicable Statement of Work or PCR, as well as the responsibilities listed above, are subject to the Assumptions listed herein.

• • 5.1 General Assumptions. MRI is providing consultancy services to implement a software solution.  While change management and business process engineering may be required within the Client’s organization, such efforts are not included unless specifically identified in the applicable Statement of Work or PCR.  If Client’s installation is located in the MRI Cloud (aka SaaS) platform, access to the Client database and security manager tool will automatically be granted to the consultant(s) assigned in order to complete the work described in the applicable Statement of Work.  Such access shall remain active only as long as reasonably necessary.  All work under the applicable Statement of Work will be performed remotely, unless otherwise agreed in advance between the Parties.
  • 5.2 Workshop Assumptions. MRI shall use its reasonable judgement to recommend the number of workshops and duration of said workshops in order to meet the scope outlined in the applicable Statement of Work. MRI may at any time change the number of workshops and the duration of any workshop.  Client may request additional workshops and extended durations, which shall not be unreasonably denied by MRI.  The number of workshops outlined in the SOW represents MRI’s reasonable estimation of the number workshops which will be appropriate for the scope of the outlined project.  The number of workshop attendees is limited to eight (8) to ensure durations are met and the agenda items are covered.  If more than eight (8) attendees are required, additional workshops will be added.

    Minimally, workshops will be held during the Design and Deploy phases of the 4D Methodology.  MRI will provide a standard agenda prior to each workshop.  MRI will provide a summary of main actions to be completed following each workshop.  Except as specifically identified herein or within the applicable Statement of Work, MRI shall not prepare or provide Client-specific process documentation or Client-specific workshop documentation.  Such documentation shall be the responsibility of the Client.

    During the Design phase workshops, MRI shall review Configuration options with the Client and review options that MRI reasonably believes to be best practices for the Solution.  During the Design phase workshops, MRI will also provide its standard set-up design document template for each in scope [MRI Solution].  Client will be required to review the standard set-up design document template and provide comprehensive feedback on adjustments to meet its requirements.  If such adjustments are outside of the scope of the Statement of Work, such adjustments shall either be rejected or added to the scope of the Statement of Work via a PCR.  All adjustment requests should be presented in a single iteration for MRI.  The Client acknowledges that subsequent iterations and complex requirements may increase the billed amount under the Statement of Work.

    5.3 Training Assumptions. Training may be provided by one of the following options: (i) train the trainer whereby Client training team to be trained by MRI; (ii) direct end-user training whereby the whole community to be trained by MRI; or (iii) no training whereby all users are present in the workshops and no additional training by MRI is included.  Client may elect which training method of its choosing during the initial project meeting with MRI.

    When a training method is selected and during the Deploy phase of the 4D Methodology, MRI shall provide training outlined in the applicable Statement Work.  Client may request additional trainings be added to the scope of the Statement of Work via a PCR.  Any provided training shall use a sample database, not specific to the Client’s data.  This ensures that issues with the Client’s data will not prevent an efficient and effective training.  Client may request a more personalized training database, including a copy of their production database.  In such a case, additional time will be required in order to prepare and update training materials prior to the scheduled training.

5.4 Data Assumptions.

• • 5.4.1 MRI strongly recommends that Client perform an internal data cleanse project prior to inputting any data into the MRI Solution (either via manual entry or data migration). If the Client wishes MRI to cleanse its data for it, such scope must be specifically identified to the Statement of Work in its original form or via a PCR. Data cleansing shall not be assumed to be in scope unless specifically identified in the Statement of Work or PRC.  Client acknowledges that issues with the quality of the data will have a direct impact on its ability to use the MRI solution adequately and that such issues are entirely within its own control.
  • 5.4.2 MRI shall provide a table in which outlines the respective Parties responsibilities as it relates to the data moving into the MRI Solution during the project. These responsibilities are not comprehensive with respect to Client’s responsibility to cleanse, prepare and de-duplicate its data.
  • 5.4.3 Client will be required to manually populate all data in the system except for items identified for data migration via the applicable Statement of Work. MRI shall provide reasonable instructions to the Client in order to advise the Client on what areas to populate and how to do so correctly.
  • 5.4.4 Data Migration. MRI shall upload cleansed data which the Client provides only if data migration is included in the scope of the applicable Statement of Work. Client is solely responsible for obtaining, cleansing, and providing the data to be uploaded to MRI in the MRI-approved format. In the event that the Client fails to obtain, cleanse or provide the data to MRI in the required format, then Client shall be solely responsible for manually inputting all data into the system. If the Client is combining data from multiple databases or sources, it is the Client’s sole responsibility to merge, de-duplicate and cleanse the data before it is provided to MRI.  The Client shall be solely responsible for correcting any quality issues or errors resulting from the data provided.  Client is responsible for validating any test data loads.  Data migration scope assumes a single test load, a single iteration to the test load following data validation and feedback from the Client, and a final load into the production system. Additional iterations will increase the billable time for the data migration.
  • 5.4.5 MRI recommends and has assumed that the professional service project team will run the actual data import of the Client’s cleansed and manipulated data once the Client has internally approved the quality of the data.

5.5 Configuration Assumptions.

• • 5.5.1 Design. In the event that Configurations are included in the scope of the applicable Statement of Work or PCR, then the requirements and specifications for such Configurations will be further defined and documented in the Design phase of the 4D Methodology. During this Design phase, MRI shall recommend Configuration designs to be compatible with the current version of the MRI Cloud (aka SaaS Services). During this Design phase, Client must provide all required calculations and formulas to MRI to be included in the specifications. Configuration requirements and specifications may cause extended timelines, adjustments or additional effort to the remainder of the scope of the project. The Parties shall endeavor to identify any such impacts during this Design phase.  Client acknowledges that downloads form the MRI Application Exchange (MAX) are considered Configurations.
  • 5.5.2 Migration of Configurations. In the event that Client has existing Configurations and desires to have such Configurations migrated as part of this Statement of Work (whether created by Client, MRI or a third-party), such migrations shall be performed “as-is”. Any pre-existing issues or missing functionality will therefore also be migrated, the correction of which is not in the scope of the applicable Statement of Work unless specifically identified.
  • 5.5.3 Testing. Client will define use case testing scenarios and test through the use cases once development on the Configurations is complete. The Client is responsible for testing all Configurations and reporting the results of such testing in accordance with underlying Master Agreement between the Parties.
  • 5.5.4 Re-integration and Support of Configurations. In the event that Configurations are included in the scope of the applicable Statement of Work or PCR, then such scope includes only the initial development or migration of the Configurations. If Client requires updates to, re-integration of, or support of the Configurations, it will need to enter into a Statement of Work, PCR or it may choose to enter into a Configuration Maintenance Agreement with MRI.  MRI shall not provide updates, integration into future versions, or support of any Configuration which is not covered in the scope of one of the foregoing documents.  This applies regardless of whether MRI, the Client or a third party created the Configuration.

5.6 Pricing Assumptions. Professional Services fees are outlined in the applicable Statement of Work or PCR.  All fees are billed monthly, at the end of the month in which the fees are incurred.  Unless otherwise specified in the governing agreement between the Parties, all invoices are due within thirty (30) days of the invoice date.  Failure to pay any invoice will be considered a material breach of the governing agreement.  MRI reserves the right to cease performing any Statement of Work or PCR if the Client has unpaid invoices related to the underlying Statement of Work and continue to withhold performing until Client is current on its payments for the same.

Client is responsible for payment of any applicable taxes.  MRI will invoice Client for any applicable taxes in connection with performance of the Statement of Work in accordance with the governing agreement. Any tax amounts are over and above the fees noted in the Statement of Work and any amounts prepaid hereunder for such fees will not be applied to taxes due.

Fees do not include travel and lodging expenses.  If required, travel and related expenses (including transportation, hotels, meals, etc.) will be billed at the actual amounts incurred.

5.7 Out of Scope Assumptions. The scope identified in the applicable Statement of Work or PCR outlines the Professional Services being provided. Any item not explicitly identified as in-scope or included within the applicable Statement of Work or PCR shall be considered out-of-scope.  Specific examples of out of scope items include, without limitation: (i) If the applicable Statement of Work or PCR outlined a specific number of hours, any professional services beyond the number of hours documented shall be outside of scope; (ii) any data conversion or import services not specifically identified as in scope; (iii) any required interfaces or reports not specifically identified as in scope ; (iv) development of the MRI solutions or MRI application; (v) weekend and out of hours work.  The Client acknowledges that the scope contained in the applicable Statement of Work or PCR is the entire scope that it is engaging MRI to perform.  A failure to complete the scope of the Statement of Work or PCR, or a desire of the Client to have additional scope included shall not excuse payment of fees under any agreement with MRI.

6. Change Control Process

• • 6.1 Changes to this Statement of Work may be requested at any time by either Party. All changes in the scope of a Statement of Work shall require a Project Change Request (“PCR”).  A change in the actual amount billed without a change to the project scope, including charges over the estimates are not considered a change of scope.
  • 6.2 The requesting Party will create a PCR, which will serve as the vehicle for communicating the change. The PCR shall describe the change, the justification for the change, additional fees, and the impact will have on the Statement of Work.  The requesting Party’s designated project manager or project representative will review the proposed change and determine whether to submit the request to the other Party. The Parties will review the proposed PCR and will either approve, investigate it further, or reject the PCR.
  • 6.3 Since a change could affect the price, schedule changes that incur additional fees, or other terms of the Statement of Work, any modifications to the scope must be agreed by both Parties and memorialized in writing via a signed PCR. The PCR will not be binding until signed by both Parties.

7. Escalation. Prior to engaging in litigation, the Parties will use good faith efforts to resolve any disputes.  The Escalation Process shall be enacted in the following steps:

• 7.1 For the Client, the escalation process shall be as follows:
  If the dispute is still outstanding following discussions with MRI’s Director of UK & Europe Sales, then Client shall advise MRI’s Executive Director of UK & Europe, Dermot Briody (or his successor), in writing of the issue and the Parties shall work together in good faith to resolve the issue. If the dispute is still outstanding following discussions with MRI’s Executive Director of UK & Europe, then Client shall advise MRI’s President and Chief Legal Officer, John Ensign (or his successor), in writing of the issue and the Parties shall work together in good faith to resolve the issue.
• 7.2 For MRI, the escalation process shall be as follows:
  MRI shall advise Client’s executive sponsor (or his/her successor) in writing of the issue and the Parties shall work together in good faith to resolve the issue. If the dispute is still outstanding following discussions with Client’s executive sponsor, then Client shall advise Client’s CFO (or his/her successor) in writing of the issue and the Parties shall work together in good faith to resolve the issue.

On Location for Footfall Analytics Product Schedule

This On Location for Footfall Analytics Product Schedule applies to any Statement of Work which contain services related to the MRI On Location for Footfall Analytics offerings.

1. Pre-Requisites. The Client must provide the following to MRI before MRI can begin this engagement:
   • 1.1 If required by the Client, the Client’s Purchase Order Number;
   • 1.2 Confirmation of 24/7 power (and commando socket for columns) and internet are provisioned and fitted by Client as per MRI’s instructions which shall be based on a technical survey undertaken by MRI;
   • 1.3 Provide IP ranges, if requested by MRI;
   • 1.4 Provide data attributes, is requested by MRI;
   • 1.5 Where applicable, written permission from building owner / manager / tenant to mount the devices in/on the specified Property as per the technical survey; and
   • 1.6 Where applicable, complete the data retrieval method selection (i.e. Analyser, PDF Reporting, etc.).

2. Installation and Site Assumptions. The following assumptions will apply to all on-site installations of hardware.
   • 2.1 Client must provide unimpeded access to the location and the provision of 24/7 power in the vicinity of the chosen counter location. For column installations this must be an available via 24/7 powered commando socket – not timer controlled.
   • 2.2 MRI shall recommend the appropriate network connection, and 4G where applicable. Client shall provide the recommended connection prior to MRI’s on-site visit.  In the event that MRI cannot complete the installation due to a lack of connection preparedness, Client may be charged additional costs for a repeat visit.  MRI may, in its reasonable discretion, implement a temporary 4G solution where an intended network connection is not set up or is not viable for the solution.  In such cases, the Client pre-approves the transition to a 4G solution.  MRI will make every effort to inform the Client contact in advance; however, to minimise project delays and avoid additional revisit costs, the Engineering Team will proceed with the 4G solution based on their assessment to ensure an optimal delivery outcome.
   • 2.3 If Network setups are intended but cannot be implemented due to site-specific, environmental, or unforeseen in-field blockers, the MRI (or its delegates) will evaluate whether switching to a non-temporary 4G-based solution is the optimal alternative and make any such recommendations to Client. Client shall provide the recommended connection. Any additional costs associated with this change will be addressed through a PCR.
   • 2.4 Client specifically authorises MRI to subcontract this SoW to its designated engineering partner, Smart CT or other partner as designated by MRI. The Client additionally authorizes MRI to share its Client Data, including personal data, with such engineering partner as an authorized Subprocessor for purposes of performing these services.
   • 2.5 Installations include one-person installations unless otherwise specified – additional cost beyond the pricing schedule will be incurred if installations require more engineers than originally scoped in the design.

3. Hardware Assumptions
   • 3.1 MRI shall secure the specified hardware and materials. Where such hardware is not available, MRI may replace it with appropriate replacement hardware and materials which shall be reasonably suited to perform substantially similar functions.
   • 3.2 Confirm required access and permits with the Client (access does not include: HERS certified installation, People tracking across multiple counters, Facial Capture, Occupancy, IoT Event Data Service, API for WiFi; API for Age & Gender Output, AI Box II).
   • 3.3 Provide installation services according to local and industry standard code.
   • 3.4 Provide necessary IT specifications to the Client or the Clients authorised third party.
   • 3.5 Installations include one-person installations unless otherwise specified – additional cost beyond the pricing schedule will be incurred if installations require more engineers than originally scoped in the design.