WSO2 Consulting Services Terms

  1. Packaged Consulting Services

    These Packaged Consulting Services, each with a pre-defined scope, do not require development of a separate Statement of Work.

    1. QuickStart. A QuickStart is a five-day on-site consulting engagement conducted by at least two WSO2 consultants. You and WSO2 will agree upon specific objectives for the engagement and a date to begin the QuickStart; however, WSO2 requires at least three weeks to prepare. After completing the QuickStart, WSO2 will provide You with 10 query hours to facilitate follow-up questions and tasks.
    2. Technical Account Management. If You are a Subscriber, You may also obtain Technical Account Management for the WSO2 Support Services Policy at A TAM assigned to work onsite is subject to the provisions in these Consulting Services Terms.
    3. Training. WSO2 training courses deliver a curriculum onsite, from among the training modules offered by WSO2, as listed in the training Order. Each class is led by a team of a Trainer and a Training Lab Assistant. Class size is limited to 15 students. When combined training topics require wider expertise, WSO2 may send two Trainers, who then act as and are charged as lab assistants for each other. The lab assistant may be omitted when class sizes are 8 students or less or for training engagements lasting a single day.
    4. Quarterly Architecture Review. WSO2 will provide an onsite two-day visit by a WSO2 Platform Architect, on a quarterly basis. Quarterly review objectives will be outlined in advance. Each visit must be scheduled at least 2 weeks in advance.
  2. General-purpose Consulting Engagements

    1. Statements Of Work.For general-purpose consulting engagements, as indicated by daily, weekly, or monthly consulting service items on an Order, WSO2 approaches the engagement with a clear scope of work designed to achieve Your goals. To support this a Statement of Work (“SOW”) must be attached to the Order, detailing the work location, the schedule, the nature of the services (“Services”) to be performed, the deliverables to be provided (“Work Product”), payment schedule, and any other information as may be needed to support a successful engagement.
    2. Change Orders. After acceptance of the SOW and the associated Order, should either party desire an expansion or modification to the Services, Work Product or other items captured in the SOW, the request must be documented as a “Change Order” and approved by an authorized representative of each party as a new SOW. WSO2 will not begin any work represented in a “Change Order” until the new SOW, and if applicable a new Order, have been duly authorized.
    3. Acceptance. You will determine if WSO2’s Work Product or Services conform to any acceptance criteria agreed-upon in a SOW. If WSO2 has not received written notice from You within ten (10) business days following completion of the Services or delivery of the Work Product, the applicable Services or Work Product will be deemed accepted by You. If no acceptance criteria are set forth in the SOW, the applicable Services or Work Product will be deemed accepted by You on the date of delivery.
    4. Cancellation. You may terminate a SOW with thirty (30) days advance written notice, in which case WSO2 will advise You of the extent to which performance has been completed and deliver any work in progress. You will pay WSO2 for all work performed and expenses incurred through the date of termination of the SOW. You will pay any cancellation fee applicable as set forth in the SOW.
    5. Suspension. WSO2 may suspend work or terminate the SOW if You fail to pay reasonably undisputed amounts to WSO2 within fifteen (15) days of WSO2’s notice.
  3. Performance

    1. Method. WSO2 will determine the method, details, and means of performing the Services and providing the Work Product, provided that You may require WSO2’s personnel to observe Your safety policies and building rules when on Your site. Each party has the right to control its own personnel. Designation of a particular WSO2 individual in a SOW does not preclude WSO2’s termination or re-assignment of the individual, provided that WSO2 replaces the individual with a person with appropriate skills to complete the SOW.
    2. Personnel changes. You may request changes to scheduled engagements provided that You notify WSO2 in writing fifteen (15) days in advance. Requests for extensions or open-ended assignments of WSO2 Personnel will only be considered if made in writing thirty (30) days in advance. WSO2 will give You sixty (60) days advance notice of any change in rates or prices.
    3. Facilities. For on-site engagements, You will provide office accommodations, facilities, equipment, suitably configured computers (hardware and software) and personnel as described in the SOW or otherwise reasonably required by WSO2. You acknowledge that WSO2’s ability to perform any Services and/or provide any Work Product in a timely manner is contingent upon You promptly making available the required resources, the assistance and cooperation of Your officers, agents, and employees, and complete and accurate information and data. In the event of a delay caused by Your failure to perform an obligation or make delivery of a necessary item in a timely manner, the allocated time for performance of WSO2’s work will be extended for a period of time equal to the impact of the delay on the schedule.
    4. Backups. You are responsible for maintaining back-ups of files, data, and programs that could be affected by the Services and implementing procedures for reconstruction of any lost or altered files, data, and programs.
    5. Confidentiality. Confidentiality obligations may be defined in a separate Mutual Non-Disclosure Agreement between the parties.
    6. Termination. Either party may, without prejudice to the other rights or remedies available to it, immediately terminate Consulting Services if the other party fails to perform the obligations under the WSO2 Software License, the SOW, or these Consulting Services Terms and such failure continues for a period of thirty (30) days after providing written notice, of if the other party undergoes a change of control, bankruptcy, or other such substantial change to its business, and is generally unable to pay its debts as they become due.
    7. Limited Warranty and Remedies. WSO2 warrants that the Work Product will conform in all material respects to the specifications stated in the SOW for a period of ninety (90) calendar days from the date the Work Product was accepted. During that period, WSO2 will attempt to resolve any deficiencies in the Work Product that You report to it in writing. If WSO2 is unable to correct the deficiencies, WSO2 will refund to You the fees attributable to the deficient portion of the Work Product. This warranty does not apply to any portion of a deliverable developed by You or a third party, including any third-party software, hardware, or product provided by WSO2.
  4. Personnel

    1. Selection. WSO2 will select and supply consultants appropriate to the scope of the Consulting Services You purchase. WSO2 may rotate personnel within the term of an engagement.
    2. Policies. You will provide WSO2 with written copies of any applicable policies and procedures, including without limitation those that govern safety and security, use of equipment, sexual harassment and non-discrimination, alcohol and drug use, and integrity so that any personnel supplied by WSO2 (“WSO2 Personnel”) will be aware of Your rules regarding workplace conduct. You will also report to WSO2 any alleged violation of Your workplace conduct rules involving any WSO2 Personnel and cooperate with WSO2 in any investigation of an alleged violation of Your workplace conduct rules involving any WSO2 Personnel (each such incident an “Alleged Violation”). The party at fault for the Alleged Violation shall indemnify (in accordance with the terms of Section 6) the other party against any liability incurred as a result of the violation.
    3. Indemnification. WSO2 and You agree that should it be determined that the Alleged Violation is a result of Your action or inaction, You shall indemnify and hold harmless WSO2 from any liability incurred as a result of said violation. WSO2 and You further agree that should it be determined that the Alleged Violation is a result of the action or inaction of WSO2, WSO2 shall indemnify and hold You harmless from any liability incurred as a result of said violation.
    4. Insurance. Upon request, WSO2 will provide a certificate of insurance evidencing the
      workers’ compensation, general liability and automobile coverage it has in effect.
  5. Ownership

    1. Work Products. Unless WSO2 and You agree otherwise in writing, the Work Products developed for You by WSO2 pursuant to these terms and any SOW will belong to You. This provision does not apply to third party works or products WSO2 provides to You or to WSO2 Materials (as defined below).
    2. WSO2 Materials. You acknowledge that WSO2 is in the business of providing information technology consulting services and has accumulated expertise in this field and agrees that WSO2 will retain all right, title and interest in and to all WSO2 Materials. “WSO2 Materials” means all discoveries, concepts and ideas, whether or not registrable under patent, copyright or similar statutes, including, without limitation, patents, copyright, trademarks, trade secrets, processes, methods, formulae, techniques, tools, solutions, programs, data and documentation, and related modifications, improvements and know how, that WSO2, alone, or jointly with others, its agents or employees, conceives, makes, develops, acquires or obtains knowledge of at any time before, after or during the term of this Agreement without breach of WSO2's duty of confidentiality to You. If WSO2 Materials are included with or embodied in any Work Product, You will have a perpetual, irrevocable, nonexclusive, worldwide, royalty-free license to use, execute, reproduce, display, perform, distribute internally, and prepare for internal use “derivative works”, based upon the WSO2 Materials, but in each case solely in conjunction with the Work Product delivered hereunder. Any interest in the Services and Work Products granted hereunder by WSO2 to You shall be effective upon and to the extent of payment by You of the fees and expenses invoiced by WSO2 pursuant to this Agreement.
    3. General skills. Notwithstanding anything to the contrary in this Agreement, WSO2 and its personnel are free to use and employ their general skills, know how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of You.
  6. Indemnification

    1. Mutual indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses from death, injury or damage to person or property in a proceeding brought by a third party and arising out of (a) the indemnifying party’s negligent actions or omissions, and (b) which occur pursuant to WSO2’s performance of the Services. The indemnifying party may, but is not required to, assume the defense of the indemnified party. The indemnifying party has the right to accept or reject a proposed settlement or compromise of any claim covered by this section. The failure to obtain the indemnifying party’s acceptance or rejection nullifies the indemnifying party’s indemnification obligations.
    2. Notice. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
    3. Failure to notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.