CONSULTING, IMPLEMENTATION AND TRAINING ADDENDUM

Effective as of October 1, 2024 (Version Number: 45566)

All terms not defined herein shall have the meaning ascribed to them in the DAS Standard Incorporated Terms and Conditions.

The following additional terms and conditions apply to consulting, implementation and training services, whether or not specifically included in a COF or SOW:

1. Pricing and Payment:
   1. Rates are based on volume commitment, payment terms, and resource availability. 
   2. Implementation Services.  Implementation services shall be purchased (or included) in full day increments of eight (8) hours each, unless otherwise expressly agreed to in writing. Training, implementation and consulting services include hours spent conducting any customization, on or off-site training, and for implementation management, coordination and communication. 
   3. Additional fees may apply for travel (pursuant to the DAS Travel Policy), expenses, and taxes (if applicable). Client shall pay DAS for all Services and related expenses within 10 days of invoice (unless otherwise stated on the COF or SOW), failure of which shall be considered a Monetary Breach. In the event of termination by DAS for default by Client for any reason, or expiration of time without having used all the Minimum, the Deposit and any amounts paid shall be forfeited, whether or not services were performed, notwithstanding any other terms or provisions elsewhere. All unused training hours expire 6 months from the date purchased unless otherwise agreed in writing.
   4. Consulting and Training Services. Consulting and Training Services Days are billed in quarter-hour increments except for remote training, which can be used in one-hour increments; time not used is forfeited and does not accrue unless expressly agreed to otherwise in writing. All work will be done during normal business hours (8:00 AM - 5:00 PM local time). Work performed at other times, if done at the Client’s specific written request, will be billed at 1.5 times the normal billing rate. If onsite, Client will provide DAS with reasonable access to all network Devices as needed and adequate space and electrical connections for all equipment and any such other items and needs as outlined in the COF or SOW. Travel time that exceeds one hour (each way) is billed at 50% of otherwise applicable rates, plus expenses.
2. Separate or Additional Training and Consulting may require Deposit(s) (as stated on the COF or SOW), which if applicable are due in advance and are non-refundable. 
3. All training requests must be submitted electronically, and will be handled on a first come, first served basis, subject to resource availability. Training will be provided online, at DAS offices, or onsite in Client’s office, as reasonably determined by DAS. 
4. Schedule changes or cancellations require a minimum four-week (20 business days) advance written notice. In the event that Client cancels any scheduled time with less than twenty (20) business days’ written notice, unless as a result of a Force Majeure event, then Client shall be responsible for paying for any non-refundable expenses incurred, plus 50% of the scheduled time.  
5. DAS will use reasonable commercial efforts to provide training plans and/or class syllabi in advance of all training or make them readily available online and at its sole option, require a signed training checklist and/or conduct post-training testing, to confirm that the attendees received and/or understand the planned training.
6. All estimated consulting, implementation, and training hours and project delivery timelines are approximate. In the event that DAS reasonably expects the actual consulting, implementation, and training hours and project timeline to exceed the estimate, DAS shall notify Client, at which time the Client may decide to terminate the Order at that point, paying only for the hours used, or agree to the additional hours and updated timeline.  
7. DAS shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises as a result of a Force Majeure event or otherwise by any reason beyond its reasonable control, however such delay will extend any expiration dates by a corresponding amount of time. In the event that any deposit or estimated hours are not used prior to their expiration, such rates may no longer be applicable and the Deposit shall be forfeited with no further liability by DAS; any additional hours will require a new Order and payment.
8. For On-Site Consulting Services, Client shall provide a safe working environment for DAS team members and an environment where all individuals are treated with respect and dignity.
9. Basic Consulting Services - includes any program that is not specifically designated in the COF or SOW as Consulting, Implementation or Training or no such program is included at all. The terms of this Addendum will apply, and rates shall be at $225 per hour, unless otherwise agreed in advance writing (plus travel and expenses, if on site).
10. Any disputes or concerns regarding the consulting services provided must be reported within 5 Business Days following the completion of the project. Reports of disputes must be made in writing and should include detailed information regarding the nature of the dispute. Failure to report any disputes within this time frame will result in the waiver of any rights to raise such disputes in the future.
11. Client hereby agrees to the DAS Travel Policy, which outlines allowable expenses, reimbursement procedures, and other relevant guidelines. If Client has their own travel policy, that policy will supersede the DAS Travel Policy; provided, however, that Client has notified DAS of such policy in advance and DAS has specifically agreed to such policy.