1. Definitions:
1.1 Ordering Document
1.1.1 Quote, Invoice, or Product Order Form
1.2 AXIA for SugarCRM
1.2.1 The term “AXIA for SugarCRM” encompasses a variety of different AXIA products including but not limited to: AXIA for Sugar Starter Bundle, AXIA for SugarBasic Bundle, AXIA for Sugar Service Desk Pro, AXIA for Sugar Bronze Bundle, AXIA for Sugar Silver Bundle, and AXIA for Sugar Gold Bundle. Any product listed on an Ordering Document referred to as “AXIA for Sugar” or “AXIA for SugarCRM” is considered an “AXIA for SugarCRM” product.
1.3 AXIA for Zendesk
1.3.1 The term “AXIA for Zendesk” encompasses a variety of different AXIA products. Any product listed on an Ordering Document referred to as “AXIA for Zendesk” is considered an “AXIA for Zendesk” product.
1.4 AXIA Subscription
1.4.1 The term “AXIA Subscription” encompasses all AXIA for SugarCRM and AXIA for Zendesk Products
1.5 AXIA Integrate.
1.5.1 The term “AXIA Integrate” encompasses a variety of different AXIA products including but not limited to: AXIA Integrate – Tier 1, AXIA Integrate – Tier 2, and AXIA Integrate – Tier 3. Any product listed on an Ordering Document referred to as“AXIA Integrate” is considered an “AXIA Integrate” product.
1.6 Software Product
1.6.1 Products that are software instead of professional services or managed services.
1.7 Product Feature Grid
1.7.1 Some Products have their features explained in a “Product Feature Grid” in this document.
2. Service Level Agreement(s)(“SLA” or “SLAs”):
2.1 SLA Levels
2.1.1 Each product offers a unique level of support as outlined in the table below.
|
P1 |
P2 |
P3 |
| Priority |
2 day |
2 day |
2 day |
| High Priority |
1 day |
1 day |
1 day |
| Premium+ |
4 hours |
8 hours |
1 day |
| Premium++ |
2 hours |
4 hours |
8 hours |
2.2 Best Effort Level
2.2.1 Priority Initial response based on resource availability. No guarantee of response time.
2.3 Priority Levels
2.3.1 Our response times depend upon the SLA level of the subscription as well as the priority level (P1, P2, or P3) of the issue. The priorities are defined as follows:
| Priority |
Definition |
| P1 |
Software Product (production instance only) is completely down or system-critical functions are inaccessible to users |
| P2 |
Software Product is generally up and functioning but one or more items are not working as expected |
| P3 |
Non-critical issues or general questions about the application |
2.4 Business Hours
2.4.1 Business hours are defined as the following time frames, determined by the physical location of your company for which the most available support resource will respond:
| Region |
Time Zone |
Business Hours |
| Americas |
US Pacific (PST) |
9:00 AM -6:00 PM, Monday -Friday |
2.5 Observed Holidays
2.5.1 During observed holidays, FayeBSG Support operates at a reduced capacity. Staff will ensure that any P1 issues are responded to as quickly as possible.
2.5.2 The following 2021 holidays are observed globally:
2.5.2.1 New Year’s Day: January 1
2.5.2.2 Martin Luther King Day: January 18
2.5.2.3 President’s Day: February 15
2.5.2.4 Memorial Day: May 31
2.5.2.5 Independence Day: July 5
2.5.2.6 Labor Day: September 6
2.5.2.7 Thanksgiving: November 25 -26
2.5.2.8 Christmas: December 23 -24
2.5.2.9 New Year’s Eve: December 31
3. Professional Services Products:
3.1 Professional services defined in an Ordering Document are “Professional Service Products”. These products are governed by Exhibit A -Additional Terms and Conditions for Professional Services Products.
4. T&M Prepaid Products:
4.1 T&M Prepaid Products are sold under the following naming structure “T&M Prepaid Products –X” where X indicates the maximum number of hours that come with the product.
4.2 Unused hours expire one year after purchase.
4.3 T&M Prepaid Products are governed by the Professional Services Products terms and conditions.
5. Jumpstart Products:
5.1 See Exhibit B –Scopes for Jumpstart Products for the scope that is included in the Product.
6. AXIA Subscriptions:
6.1 Hours Included
6.1.1 Any hours specified in the Ordering Documents expire at the end of the subscription term. Any hours specified as ‘up-to X per month/quarter/year’ expire at the end of each month/quarter/year. In no circumstances do hours roll over beyond the specified month/quarter/year or term.
6.1.2 Any pro-rated subscription term will result in a reduction in ‘up-to X per month/quarter/year’ based on this pro-ration.
6.1.3 If hours are not specified on the related Ordering Document, then the standard number of hours included are listed under the associated Product Feature Grid set forth below.
6.2 Service Level Agreements
6.2.1 AXIA Subscriptions are governed by the SLA levels defined in the associated Product Feature Grid.
6.2.2 All work performed under the Service Level Agreement utilizes Hours Included and is considered a billable activity.
6.2.3 All work performed on any software or product provided pursuant to an AXIA Subscription utilizes Hours Included and is considered a billable activity.
6.2.4 Notwithstanding the foregoing, any work provided by FayeBSG to resolve a Defect(as defined below)shall not be credited against Hours Included.
6.3 Billing Rate Discounts
6.3.1 Any Billing Rate Discount specified in the product is a discount % off the then current list price billing rate for FayeBSG professional services.
6.4 Assigned Resources
6.4.1 FayeBSG will make a best effort to provide the same resources on-going to work on company requests. In the event a resource is not available, FayeBSG reserves the right to substitute with another resource at its discretion.
6.5 Requests
6.5.1 FayeBSG reserves the right to determine whether a service request is within the scope of the applicable AXIA Subscription.
7. AXIA Bundle Add-Ons:
7.1 AXIA T&M Prepaid Products
7.1.1 AXIA T&M Prepaid Products are sold under the following naming structure “AXIA T&M Prepaid Products –X” where X indicates the maximum number of hours that come with the product.
7.1.2 Unused hours expire at the end of the subscription term
7.1.3 AXIA T&M Prepaid Products are governed by the Professional Services Products terms and conditions
7.2 AXIA T&M as-you-go.
7.2.1 AXIA T&M Prepaid Products are governed by the Professional Services Products terms and conditions
8. AXIA for SugarCRM:
8.1 Product Feature Grid
| Feature |
Service Desk Pro |
Bronze |
Silver |
Gold |
| Hours |
Up to 2 / month |
Up to 36 / year |
Up to 72 / year |
Up to 144 / year |
| Best Effort Hours |
Up to 6 / month |
N/A |
N/A |
N/A |
| Service Level |
Priority |
High Priority |
Premium+ |
Premium++ |
9. AXIA Tools for SugarCRM:
9.1 Product Feature Grid
| Software Product Name |
| Consolidated Activity Reports |
| Web Form Integrator |
| Country, State Dropdowns |
| Fuzzy Search |
| Login As |
| ‘Pretty URL’ Links |
| Calculated Fields Recalculator |
| Timeline Activities (Activity Stream) |
| Address Validator (Google) |
| Dashboard Deployer |
10. AXIA for Zendesk:
10.1 Product Feature Grid
| Feature |
Service Desk Pro |
Bronze |
Silver |
Gold |
| Hours |
Up to 2 / month |
Up to 36 / year |
Up to 72 / year |
Up to 144 / year |
| Best Effort Hours |
Up to 6 / month |
N/A |
N/A |
N/A |
| Service Level |
Priority |
High Priority |
Premium+ |
Premium++ |
11. AXIA Integrate:
11.1 Product Feature Grid
| Feature |
Tier 1 |
Tier 2 |
Tier3 |
| Sync Type |
Unidirectional |
Bidirectional |
Bidirectional |
| Frequency |
Daily |
Daily |
Daily |
| Endpoint Pairings |
1 |
1 |
1 |
| Records per sync |
10,000 |
50,000 |
100,000 |
| Records per day synced |
10,000 |
50,000 |
100,000 |
| Service Level |
Priority |
Priority |
High Priority |
11.2 Sync Type
11.2.1 Unidirectional – Each module can only sync in one direction between endpoint pairings.
11.2.2 Bidirectional – Each module can sync in both directions between endpoint pairings.
11.3 Frequency
11.3.1 How often a sync runs.
11.4 Endpoint Pairings
11.4.1 Each instance of AXIA Integrate specified in the Ordering Documents is limited to the Endpoint Pairing(s) specified in the Ordering Document.
11.5 Endpoint Changes
11.5.1 FayeBSG is not responsible for changes to the endpoints. Any change to an endpoint that results in a change to how the Endpoint Pairing functions will be considered a Change of Scope. A Change of Scope will require either a Change Request Form and/or additional Product purchase.
11.6 Workflows
11.6.1 Limit of Workflows that can be created in a given Tier. Workflows are using to create sync logic.
11.7 Company Representations and Warranties
11.7.1 Company is responsible for confirming either REST or SOAP API (“WebAPI”) is available from Endpoint system. In the event a WebAPI is not available, company is responsible for ensuring a CSV file is available for ingestion. In the case of using CSV for data, the following applies:
11.7.2 Each set or module of data to be represented by its own CSV file
11.7.3 Each CSV is limited to 35 columns.
11.7.4 Company must provide SFTP or other FayeBSG approved storage for retrieving CSV files.
12. Endpoint Pairings for AXIA Integrate:
12.1 SugarCRM and Twilio
12.1.1 Data consistency is the responsibility of the end user. A matching DID number is required from Twillio to SugarCRM for our integration to fully function.
12.1.2 Company must obtain their own Twilio messaging plan directly from Twilio.
12.1.3 SugarCRM and YTel
12.1.4 Company must purchase a YTel Messaging Plan from FayeBSG in order for this endpoint pairing to function properly.
13. Flare for Zendesk:
13.1 Product Feature Grid
Per Instance Products
| Feature |
Basic |
Advanced |
Premium |
| Sync Type |
Unidirectional |
Bidirectional |
Bidirectional |
| Frequency |
Daily |
Daily |
Every 6 hours |
| Endpoint Pairings |
1 |
1 |
1 |
| Sync with Sunshine |
Yes |
Yes |
Yes |
| Bidirectional Sync with Sell & Support |
N/A |
N/A |
$ |
| Extra Endpoints |
N/A |
$ |
$ |
| Records per sync |
50,000 |
100,000 |
100,000 |
| Records per day synced |
50,000 |
100,000 |
100,000 |
| Workflows |
2 |
4 |
10 |
| Service Level |
Priority |
Priority |
High Priority |
Per User Products
| Feature |
Enterprise |
Industry–CPG Vertical |
| Users Included |
80 |
80 |
| Sync Type |
Bidirectional |
Bidirectional |
| Frequency |
Hourly |
Hourly |
| Endpoint Pairings |
2 |
2 |
| Sync with Sunshine |
Yes |
Yes |
| Bidirectional Sync with Sell & Support |
Yes |
Yes |
| Extra Endpoints |
$ |
$ |
| Records per sync |
200,000 |
200,000 |
| Records per day synced |
2,400,000 |
2,400,000 |
| Workflows |
20 |
20 |
| Service Level |
Premium+ |
Premium+ |
13.2 Users Included
13.2.1 The phrase “Users Included” is a reference to the quantity of Zendesk Product Users. If the Flare for Zendesk Product lists a “Users Included” quantity, then Company must purchase additional uses equivalent to the number of existing Zendesk Product Users.
13.3 Sync Type
13.3.1 Unidirectional – Each module can only sync in one direction between endpoint pairings.
13.3.2 Bidirectional – Each module can sync in both directions between endpoint pairings.
13.4 Frequency
13.4.1 How often a sync runs.
13.5 Endpoint Pairings
13.5.1 Each instance of AXIA Integrate specified in the Ordering Documents is limited to the Endpoint Pairing(s) specified in the Ordering Document.
13.6 Endpoint Changes
13.6.1 FayeBSG is not responsible for changes to the endpoints. Any change to an endpoint that results in a change to how the Endpoint Pairing functions will be considered a Change of Scope. A Change of Scope will require either a Change Request Form and/or additional Product purchase.
13.7 Bidirectional Sync with Sell & Support
13.7.1 If the Product Feature Grid shows a “$” for the Product, then this feature can be purchased at an additional cost.
13.8 Extra Endpoints
13.8.1 If the Product Feature Grid shows a “$” for the Product, then this feature can be purchased at an additional cost.
13.9 Workflows
13.9.1 Limit of Workflows that can be created in a given Tier. Workflows are using to create sync logic.
13.10 Company Representations and Warranties
13.10.1 Company is responsible for confirming either REST or SOAP API (“WebAPI”) is available from Endpoint system. In the event a WebAPI is not available, company is responsible for ensuring a CSV file is available for ingestion. In the case of using CSV for data, the following applies:
13.10.2 Each set or module of data to be represented by its own CSV file.
13.10.3 Each CSV is limited to 35 columns.
13.10.4 Company must provide SFTP or other FayeBSG approved storage for retrieving CSV files.
14. Marketing U-Pick Plans – All Products:
14.1 Hours Included
14.1.1 Any hours specified expire at the end of the subscription term. Any hours specified as ‘up-to X per month/quarter/year’ expire at the end of each month/quarter/year. In no circumstances do hours roll-over beyond the specified month/quarter/year or term.
14.2 Work Categories
14.2.1 Work is limited to the following categories
14.2.1.1 Content writing
14.2.1.2 Case studies
14.2.1.3 White papers
14.2.1.4 Ebooks & Blogs
14.2.1.5 SEO
14.2.1.6 Email marketing
14.2.1.7 Infographics
14.2.1.8 Marketing plan creation
14.2.1.9 Content calendar
14.2.1.10 Social media strategy and management
15. YTel Messaging Plans
15.1 YTel Messaging Platform includes:
15.1.1 Up to 500 Messages per Month.
15.1.2 Up to 5 DID Numbers.
15.1.3 Additional Messages billed at $.05 per text.
15.1.4 Additional DID Numbers at $5.00 each per month.
15.1.5 DID Numbers can be long code or toll-free.
15.1.6 Call Forwarding from DID Numbers to Office or Mobile Numbers available at an additional charge.
15.1.7 Company agrees to https://fayedigital.com/ytel-msa-eula/
16. Sugar Mobile E
16.1 Additional charges may apply beyond the subscription fee.
16.1.1 At the end of each month during the subscription term, any additional charges for the Google API usage will be billed to the Company.
16.2 The Sugar Mobile E Product (“Mobile E”) utilizes Google APIs to obtain required data for various mapping functionality to work.
16.2.1 The following are the Google APIs in use:
16.2.1.1 Geocoding API
16.2.1.2 Distance Matrix API
16.2.1.3 Maps Javascript API
16.2.1.4 Directions API
16.2.1.5 Maps Embedded API
16.2.1.6 Places API
16.2.2 More information regarding the API billing is located here:
16.2.2.1 https://developers.google.com/maps/billing/gmp-billing
17. Additional Products:
17.1 Faye Club –All Products
17.1.1 Premium SLA is now called Priority
17.1.2 Platinum SLA is now called High Priority
17.1.3 Any hours specified expire at the end of the subscription term. Any hours specified as ‘up-to X per month’ expire at the end of each month. In no circumstances do hours roll-over beyond the specified month or term.
17.1.4 Any professional services billing rate discount % is a discount % off the current list price billing rate.
17.1.5 Faye Club Dedicated Team
17.1.5.1 FayeBSG will make a best effort to provide the same resources on-going to work on company requests. In the event a resource is not available, FayeBSG reserves the right to substitute with another resource at its discretion.
17.1.6 FayeBSG reserves the right to decide a request is not covered by the Club product.
17.2 Faye Club Service Desk Pro
17.2.1 Premium SLA is now called Priority
17.2.2 Work (“Work”) is defined as: support tickets, training, administration, advisory, configured reports, and configured dashboards.
17.2.3 Development (“Development”) is defined as work requiring custom coding and/or an engineer.
17.2.4 Up to 2 hours of Work per month at Priority SLA
17.2.5 After Premium SLA hours are used up, an unlimited amount of Work can be performed using Best Effort SLA
17.2.6 Development must always be done using Best Effort SLA
17.2.7 Development is limited to work that takes 6 hours or less time.
17.2.8 Development is limited to work that can be performed using web-hooks or similar mechanisms.
17.2.9 FayeBSG reserves the right to reject an item as Development
18. Exhibit A –Additional Terms and Conditions for Professional Services Products:
18.1 Change of Scope: The standard scope of work related to the implementation of Software Products is set forth in Section 18 below (the “Scopes”), and are subject to the additional terms and conditions set forth herein. It is assumed that the Scopes outlined in Section 18 will not change. However, should the company request a change to the scope, and additional resources or levels of efforts be required, or additional system functions, business processes, source systems get identified during the project, then such changes may increase the overall project cost and/or timeline. Such changes will be addressed through the use of FayeBSG’s Change Request Form (“FCRF”). The FCRF must describe the change, the rationale for the change, and the effect the change will have on the project. FayeBSG shall not be obligated to perform any work it deems outside the original Scope of the Project until Company has executed a Change Request Form.FayeBSG will work closely with Company’s project team and management to identify the impact to the overall cost, schedule, terms and conditions, and time for the project. Upon completion of the review of the FCRF, the FCRF must be signed and executed by both parties.
18.2 Company Representations and Warranties: Company has reviewed and agreed to the following representation and warranties:
18.2.1 General:
18.2.1.1 Company’s Project Sponsor and FayeBSG will agree upon engagement scope and Company’s Project Sponsor will communicate project goals and expectations to stakeholders and potential participants.
18.2.1.2 FayeBSG and Company’s Project Manager and/or Project Sponsor will meet at a regular cadence to discuss project progress.
18.2.1.3 Company’s Project Sponsor and/or Project Manager will review drafts of FayeBSG deliverables or other work products and provide approval or feedback on these materials within two business days.
18.2.1.4 Company resources will be regularly available to provide inputs to project activities, deliver timely technical feedback and/or data regarding requirements and integrations, and collaborate on overall strategic direction (separate from project sponsor). If resources are not readily available, it will have an impact on scope, schedule, and budget.
18.2.1.5 Company will provide existing documentation (processes, requirements, documentation, etc.) requested by FayeBSG within three business days of project commencement.
18.2.2 Issue Resolution: Project issues will be resolved quickly by the appropriate Company staff, including business and/or data owners. Company will escalate to its Project Manager or other appropriate staff for unresolved issues. Quick issue resolution is critical to ensure the project timeline is met.
18.2.3 Company Involvement: Company’s business representatives, process owners, data owners, and system experts will be available as needed to participate in requirement discovery, data understanding, and validation. Company will provide personnel that are knowledgeable about the technical and business aspects involved in the project.
18.2.4 IT Staff Assistance: Company’s IT technical resources will provide assistance to FayeBSG as necessary throughout the project and will be available for training in system operations.
18.2.5 Resource Identification: Prior to project initiation, the resources within Company that will assume responsibility for the FayeBSG implementation will be identified.
18.2.6 Work Environment: FayeBSG will conduct development remotely from FayeBSG facilities and resource facilities. However, if work is required at Company site, Company will provide adequate workstations including desks, phones, and internet access for FayeBSG’s staff deployed to Company’s site.
18.3 Acceptance Period: Once an Implementation is completed and tested by FayeBSG per this SOW, FayeBSG will be deemed to have delivered such Implementation to Company. Upon completion of the Implementation, Company shall have five (5) business days (“Acceptance Period”) to either accept or reject the Implementation for substantial conformance to the agreed-upon specifications, standards or architectures outlined in this SOW or promptly notify FayeBSG of any defects (“Defect”). In the event that Company does not notify FayeBSG of any Defects within the Acceptance Period, such Implementation shall be deemed accepted. If the Deliverable forms the basis for ongoing work, FayeBSG may suspend its performance of such other ongoing work pending acceptance of a Deliverable.
18.4 Rejection Procedure: If the Company rejects a Deliverable, Company shall explain in detail the reason for its rejection, in writing, within the Acceptance Period. Deliverables rejected by Company shall be replaced or revised by FayeBSG and presented to Company for subsequent acceptance within a reasonable period of time. The procedures outlined in this Section shall be repeated until the Deliverable is accepted by Company. The date on which the Deliverable is accepted shall be the “Acceptance Date” for such Deliverable.
18.5 Warranties: FayeBSG represents and warrants that the Scopeshall be performed by qualified personnel and will be of a professional quality conforming to generally accepted industry standards.
18.6 Exclusive Remedies: For any claim of a Defect made pursuant to the warranty set forth herein, Company’s sole and exclusive remedy, and FayeBSG’s sole and exclusive obligation, shall be (i) the correction of the Defect, within reasonable time, so as to comply with generally accepted industry standards; or (ii) if FayeBSG is unable to perform such Services as warranted, then at FayeBSG’s discretion, FayeBSG may refund all the fees paid to FayeBSG under this SOW. Any claim based on the foregoing warranty must be submitted in writing within thirty (30) days from the Acceptance Date.
18.7 Determination of Defect: FayeBSG has the sole and absolute discretion in determining whether any particular item of work suffers from a Defect or is in fact a new feature request outside the original scope of this SOW.
