TERMS AND CONDITIONS FOR TRANSACTION SERVICES
This Terms and Conditions (these “T&Cs”) supplement the order form executed by Intralinks and the Client (the “Order Form”) related to Transaction Services. These T&Cs and the Order Form are jointly referred to as the “Transaction Terms”.
The Transaction Terms are incorporated into and shall be governed by the Master Services Agreement set forth in the Order Form (the “MSA”). In the event of any inconsistency or conflict between the MSA and the Transaction Terms, the Transaction Terms shall prevail solely with respect to the Transaction Services. In the event of any inconsistency or conflict between these T&Cs and the Order Form, the Order Form shall prevail over these T&Cs.
All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the MSA or Order Form.
SCOPE OF SERVICES
1.1. Intralinks shall provide services related to document collection and document quality as requested by the Client in accordance with the guidelines set forth in the Order Form and as described below (“Transaction Services”):
A. Transaction Services for document collection (“Document Collection” or “DCS”) consists of: (i) the sorting out of documents from a data dump; (ii) ensuring that the data room is fully populated based on a checklist to be pre-approved by the parties; (iii) collecting and chasing missing documents; (iv) coordinating the process involving missing documents; (v) collecting files based on seller, buyer or investor requirements; (vi) permissioning End-Users based on Client’s instructions; and (vii) project management of the overall project, including by conducting discovery and kick-off sessions.
B. Transaction Services for document quality (“Document Quality” or “DQS”) consists of: (i) renaming files according to client instructions and or industry best practices; (ii) verification of files by opening each file to ensure it is not corrupt or password-protected; (iii) checking the quality of the documents to verify if it has been signed where applicable; (iv) checking for duplications and sanity (e.g. pages up-side-down, legible, etc.); (v) formatting conversion such as Word to PDF; (vi) checking and or searching for final versions of documents to be uploaded to the Exchange; (vii) project management, Duplicate checks, including by conducting discovery and kick-off sessions.
1.2. Client acknowledges that the completion of the Transaction Services are dependent on clear and timely instructions from the Client; and that the deliverables outlined in Section 1 above and in the Order Form are based on the type of task, quantity and language of the file/documents requested for Transaction Services at the time of execution of the Order Form (“Initial Scope”).
1.3. The “Final Scope” will be based on the actual number of files, documents and or pages, type of task and language supported by Intralinks and shall be confirmed by Client in writing post execution of the Order Form. Any addition may impact pricing and target timeline and will be subject to Intralinks’ prior consent. The Change Control Process may be required, on a case by case basis.
CLIENT OBLIGATIONS
2.1 Client shall:
(a) assign a main point of contact and appropriate personnel to engage with Intralinks.
(b) ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client’s designated third parties, shall not be unreasonably delayed or cancelled.
(c) respond without undue delay to Intralinks questions related to the provision of the Transaction Services.
(d) provide timely confirmation of receipt of the submitted deliverables and provide feedback as requested.
(e) grant Intralinks access to the relevant Exchange.
(f) Provide the data or share details via emails of source files that need to be completed, as well as any necessary instructions which should be as comprehensive as possible considering industry standards for similar work.
(g) notify Intralinks before adding files for work or moving/removing files from the working folder. New files shall be added to a separate folder to avoid disruption to the working folders.
ADDITIONAL TERMS
3.1. Intralinks shall use commercially reasonable efforts to deliver and assist the Client with the Transaction Services in a professional manner within the agreed timeframe. However, Client acknowledges that Intralinks cannot provide any warranty that the deliverables will not be error free.
3.2. Services will be provided exclusively on weekdays, from Monday through Friday (excluding Bank Holidays), for a standard workweek of forty (40) hours, with eight (8) hours per day. Weekend work, or hours exceeding the forty-hour (40-hour) standard workweek, will be subject to a different rate than the standard rate outlined in the Order Form, and will require advance approval from Intralinks.
CHANGE CONTROL PROCESS
In the event either party requires changes to the scope of deliverables for Transaction Services, it shall provide the other party with written notification with as much detail as is reasonably practicable. Intralinks shall provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), no later than five (5) business days after receiving or submitting such written notification, unless otherwise agreed in writing. Client shall review Intralinks’ Change Control Order without undue delay (but in any event no later than five (5) business days) after its receipt and shall either accept (with or without modifications) or reject the proposed Change Control Order. If the Parties agree to the proposed change request, each party shall sign the final Change Control Order.