Standard conditions for consultancy services
Below you will find our standard terms and conditions for consulting services. There are 4 points in total – click on the relevant point and it will unfold to show its contents and sub-points.
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1. Scope and purpose
This document defines the framework between the customer and Apport Systems A/S (hereinafter referred to as Apport) for the use and purchase of Consultancy Services. An existing consultancy agreement is a prerequisite for the customer to use and purchase the consultancy services at Apport. The consultancy agreement is a supplement to the service and update and user subscription agreement and must be seen in the context of the customer signing of these agreements. It is not a condition of the consultant agreement that these agreements are signed.
2. contact
2.1 Apport Consultant team
Upon signing of the consultancy agreement, an Apport consultant team will be assigned to the customer.
The team consists of the following roles, which can be filled in by the same employee.
Key account | Overall responsible for this agreement. |
System consultant | Responsible for specification of the individual tasks |
Technical consultant | Responsible for development, testing, and other services in solution of the task. |
Assistant | Responsible for the submission of specification and other contact to the customer. |
On new tasks regarding development/programming, the customer should contact the system consultant, as though has the possibility to forward the assignment.
On other services, the customer should contact the Key account responsible for the customer.
Apport has the possibility to change the team without further notice. If there are changes, the customer will be informed.
The team composition is stated in the consultancy agreement.
2.2 Customer contacts
The customer includes a number of persons with the following roles, associated with one or more persons in the customers organization.
| Task Initiator | Can initiate tasks under the consultancy agreement. |
| Test Responsible | Responsible for testing and approving the changes installed in the test environment. |
| It Responsible | Responsible for coordination of IT tasks. |
Apport cannot initiate tasks from others than the customers Task initiator.
Apport technical consultant will contact the Test responsible, when tasks are ready for testing. A test date, where the customer expects to have tested the delivery, will be arranged.
3. Argreement
3.1 Types of agreements
Apport offers 3 types of agreements for the use/purchase of consultancy services.
3.1.1) Time & Material
The customer buys hours and will be in charge of specifying the task and has the possibility to cooperate with an Apport consultant (which typically will be a system developer).
Apport cannot guarantee that the same consultant will be assigned to cooperate, but if possible Apport will endeavor to do so.
The task is performed on an ongoing basis and invoiced after consumed time per month.
3.1.2) Fixed price
The customer buys a task where Apport gives a fixed price for the task.
The task is specified by, or together with, the system consultant, who will submit a specification on the task.
The specification will of course contain Apports coverage for uncertainty compared to the estimate agreement. The benefit to the customer is that the price is maintained, regardless of the development in the implementation of the task.
Upon changes, the system consultant shall be informed in writing, and a new updated version of the specification must be submitted to the customer for approval.
If the task is changed by the customer, without informing the Apport system consultant in writing, the specification with Fixed price will be cancelled, and passed on to Time & Material.
The task is performed on a fixed price.
By tasks with Fixed price, terms of payment are agreed in the specification and invoiced according to this agreement.
3.1.3) Estimate
The customer buys a task where Apport provides an estimate for the task. The estimate includes; estimated hours and a categorization of the estimate precision.
The task is performed on an ongoing basis and settled for payment after hours spent per month.
The task is specified by the system consultant, who submits the specification and estimate for approval.
The customer decides on whether the task should be initiated, or if more time should be spent on estimation to achieve higher precision in the estimate.
Hours used for definition/specification will be invoiced at the expiry date of the specification, if the task has not been approved.
There is a possibility for minor changes during the process. If so, the system consultant should be informed in writing, and the customer will be invoiced for the additional hours used. The customer has the possibility to require an updated version of the specification and the estimate. The updated version will be sent to the customer.
If the customer makes changes to the task, without informing the system consultant in writing, the estimate lapses and the task will be passed on to Time & Material.
The precision of the estimate is categorized into the following categories:
- High +/-25%
- Medium +/-50%
- Low +/-75%
It is Apport's responsibility to inform the customer of the estimate precision, when submitting an estimate for approval. The precision of the estimate is only used to show how sure Apport is of the estimate and does not have any effect on the billing of the task.
Apport must inform the customer when it is considered that an estimate cannot be met. This should be done as early as possible but will be a case-by-case assessment. This makes it possible for the customer to have a dialogue with Apport, regarding potential adjustments to the task.
A WIN/WIN model, which must handle scenarios where realized time differs from estimated time, is offered as an option.
- The task takes less time than estimated: The variance is covered 50% by the customer.
- The task takes more time than estimated: First 25% is covered 100% by the customer, over 25% is covered 50% by the customer.
The option is selected when creating the task.
3.1.4) Applicaple agreement
Unless agreed otherwise, the Time & Material is used as agreement between the customer and Apport.
3.2 Task deliverables for solution change
When the customer requests a task to Apport, the customer must decide (together with the system consultant) on the purchase of the following services:
- Project management/Projekt coordination
- Planning, follow up and reporting on larger tasks.
- Recommended for task of 100+ hours.
- Coordination with 3rd party
- Planning, follow up and reporting on tasks involving 3rd party.
- Requires that Apport has mandate to act on behalf of the customer.
- Scenario test on customer test environment
- This is only possible if there has been made work descriptions for the comprehensive scenario.
- Customer provides test cases and test data.
- Tester will document the test results.
- Performance test on customer perf. test environment
- This requires that the customer have a performancetest database and is capable to deliver testdata for the test flow.
- Requires that the software to the performance test is available and configurated in the customers environment.
- User documentation
- Description of user process for new or modified process.
- Extent will be determined in the specification of the task.
- Training/Education
- For major changes or addition of new processes in the system.
- Fallback strategy
- For tasks with a high-risk profile
- No test environment at customer.
- Simultaneous/overtaking updates in progress.
- Implementation on site
- Support for implementation of major changes.
- Support for execution of customer scenario test.
- Customer provides test scenarios.
- Setting up and testing of hardware
- Special for tasks involving new hardware.
- Apport can only provide this service for hardware approved by Apport.
The consultancy agreement describes the template for which deliverables that are normally expected in a task delivery. These can be deviated from task to task.
3.2.1.) Customer services
The customer is obliged to deliver services and tasks, described in an active specification.
The customer is obliged to deliver test data and participate in solution test.
3.3 Risk management
As a part of the specification, Apport commits to make an assessment of risk and performance impact.
3.3.1) System landscape
It is Apport's recommendation that the customer has a test system and a test setup, and that this is continually updated with new data.
The system landscape includes a development environment, a test environment and an operations environment. These constitute an update path that should be kept synchronized to reduce risks.
If the customer wants a strategy where an update "rest" on the way to the operations environment, a dedicated environment should be established for the purpose, often referred to as "sand box", which is not included in the update path.
Updating a sandbox without transferring the change to the operations environment, before a new task is delivered to the test environment, the validity of the change will lapse.
A later implementation will result in a renewed cost and is seen as an isolated task.
As a part of the consultancy agreement, a plan for updating data in the test environment can be established, connecting to updating the operation environment.
3.3.2) Updating systems
The consultant agreement describes the framework for how to handle unfinished updates in the updating path.
If a task is started, without previous tasks delivered on the test environment is installed on the operating environment, it should be considered an increased risk.
At increased risk, it will be included in the estimate of the task, and the estimate precision will be considered low. This implies a high impact on the price of the task. The consultancy agreement establishes a framework for the handling of simultaneous tasks.
3.3.3) IT Freeze Calendar
As part of the consultancy agreement, an IT-freeze calendar is defined, that reflects the customer business cycle, specifying when it is allowed to update the system and more important when it is not allowed.
A distinction between scheduled updates and critical updates can be made. Scheduled updates are not allowed to be installed during freeze periods, and critical updates can in principle always be installed but must be planned and agreed with focus on risk management. The customer defines whether a task should be categorized as planned or as critical.
Apport must include the calendar when scheduling task deliverables.
The customers IT freeze is described in the consultancy agreement.
3.4 Booking of consultancy Assistance
3.4.1) Specification of tasks
When tasks are created, the Apport consultant agrees on a deadline for the specification/estimate with the customers Task initiator.
If no specific deadline is agreed, Apport will strive to send the specification/estimate within 10 workdays.
3.4.2) Validity
A specification including estimate or fixed price is valid for 30 days from the date of transmission. After 30 days, the customer will be informed about the expiry of the specification. Unless agreed otherwise, the task will be canceled, and used time will be invoiced.
3.4.3) Starting of approved tasks
By approval of the task, the customer confirms, that Apport will perform the task according to the specification and the estimate.
The customer confirms, to have read and understood the specification (including prerequisites and task performed by the customer). The customer agrees that the description in the specification, describes the solution that the customer wants. It is the customers duty to draw attention to lack of description in the specification.
Upon receipt of customers approval of the specification, Apport will book a consultant with the right competence for solving the task according to customers request.
The customer is committed to inform Apport, before initiation of the task, if the installation should be performed outside normal working hours.
3.4.4) Time of delivery
Time of delivery will be determined after customer approval of the specification.
Depending on the task size, as well as the workload at Apport, there will be a lead time for solving the task. Apport strives to have a lead time for initiation (from customers approval of the specification to developer initiate the task at Apport) for a maximum of 4-8 weeks.
3.4.5) Price and payment
Hours used on starting Estimate tasks and Time & Material tasks, will be invoiced monthly in the duration of the task.
By tasks with Fixed price, terms of payment are agreed in the specification and invoiced according to this agreement.
Expenses, travel cost etc. will be invoiced immediately after.
By late payment, a rate of interest with 1,5 % pr. month is calculated.
Payment of other services: 30 days from invoicing date.
For price and payment please refer to Apports price list. Apport Standard Terms of sale and delivery applies to all services delivered within this agreement.
3.5 Installation, test og support
The specification includes installation of the solution on customer test and operation server, introduction to the solution to a person selected by the customer and a test of the solution with the selected person.
The customer should approve the delivery with a complete test in the customers test environment, before the installation is performed in the customers operating environment.
The installation is performed Monday to Thursday between 10-14 (excluding holidays, 24th of December, 31th of December and the 5th of June), unless agreed otherwise.
In connection with the installation, the customer and Apport should jointly make sure that the customer production is taken into consideration.
When the installation is performed on the customers operation environment, the task is considered completed, and passed on to normal operation and support.
4. additionally
For terms not described in this Agreement, please refer to Apport's General Terms.