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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.

  1. SCOPE OF SERVICES

    1.1. Intralinks shall provide services related to Q&As as requested by the Client in accordance with the guidelines set forth in the Order Form and as herein defined (“Transaction Services”):

         1.1.1. Transaction Services for Q&As consists of: (i) setting-up and creation of Q&A rules; (ii) delegating questions and subject matter experts; (iii) managing workflows; (iv)deleting duplicated questions; (v) creating Q&A reports; and (vi) managing Q&As in Excell formats.

    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, 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 and language 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. 

  2. 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) organize files into working folder(s) and advise Intralinks of the names and location of the working folder(s) that need to be completed. 

  3. 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. Drafting of answer to the Q&A is not within the scope of the Transaction Services for Q&A.

    3.3. Services will be provided exclusively on weekdays (excluding Bank Holidays), from Monday through Friday, 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.

  4. 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.