These Implementation Statement of Work (as amended from time to time, this “Statement of Work”) are agreed to pursuant to the terms of the Order Form to which these Statement of Work are attached by between SUREPOINT TECHNOLOGIES, INC. (“SurePoint”) and the licensee who is a party to the relevant Order Form (“Client”, or sometimes “you” or “your”); and each of Client and SurePoint, a “Party” and, collectively, the “Parties”). The General Terms and Conditions are incorporated herein by reference and set forth at: https://surepoint.com/terms-and-conditions (the “General Terms and Conditions”). These Statement of Work govern SurePoint’s obligation to provide the implementation services described herein (the “Implementation Services”) and together with the General Terms and Conditions, the Order Form, the other documents incorporated by reference into these Statement of Work, and the policies, documents, exhibits, schedules, addenda, annexes and/or appendices attached or incorporated by reference herein or therein, each as amended from time to time, are sometimes collectively referred to herein as the “Agreement”. Capitalized terms used but not defined in these Statement of Work have the meanings assigned to them in either (i) the General Terms and Conditions, or (ii) the Glossary of Terms set forth below.
Each service is provided within the scope and hours defined in the associated Order Form. Changes to the scope of the Implementation Services may only be binding on SurePoint upon SurePoint’s due execution of a written Change Order document. SurePoint shall have no liability or responsibility for any delays in the performance of the Implementation Services caused in whole or in part by Client’s failure to adhere to the process and timelines set forth in this Statement of Work. Changes to the scope of the Implementation Services may alter the Project Plan timeline and delay the Go-Live Date as the circumstances may warrant, and any such timing changes shall be memorialized in the applicable Change Order.
The following sets forth data that will be included in the Implementation Services:
| Implementation Service | Definition |
|---|---|
| Remote Consulting | Subject Matter Expert guidance provided during the implementation process to support system configuration, data migration review, and operational alignment. |
| Remote Consulting – Post Go Live | Ongoing support following system go-live to address configuration adjustments, answer operational questions, and ensure system stabilization and acceptance. |
| Remote Project Management | Project oversight, including progress tracking, milestone coordination, and issue resolution. |
| Remote Training | Access to virtual training platform including videos, interactive modules, and check ins for understanding. |
| Remote Live Training | Access to live training sessions on system functionality and best practices with a certified trainer. |
| Invoice Formats & E-Billing | Configuration of basic invoicing functionality to support standard billing processes. |
| Reporting | Delivery of predefined reports to support operational and financial visibility. |
| Check Formats | 1 AP Check Format and 1 Trust Check (using Safeguard Format) are provided. |
| ***Third Party Integrations | Up to two integrations from SurePoint’s approved list are included. |
| Additional integrations or those not on the approved list will require a separate Statement of Work (SOW) and will be subject to additional fees. |
***Due to differences in system functionality, database design, and data quality, SurePoint cannot guarantee third party integrations will fully and completely align with Client’s legacy system. If additional scope is requested, work with your Project Manager on a separate Statement of Work (SOW). Please also note that a change in scope may impact the Project Plan.
The Client acknowledges and agrees that the performance by SurePoint of the Implementation Services involves inherent limitations due to variability in functionality between Client’s systems and SurePoint technology. While reasonable efforts will be made to complete the Implementation Services in line with project objectives as set forth in the Project Plan, some elements of incompatibility may be unavoidable. SurePoint assumes no liability for any differences or loss of functionality arising from these inherent system incompatibility differences.
While SurePoint will employ commercially reasonable best efforts to transition essential business processes, certain services are either excluded from the scope of this project or cannot be implemented due to limitations inherent to the legacy system or vendor constraints. Associated services that will not be included in the Implementation Services are listed below:
| Excluded Item | Comments |
|---|---|
| Data Cleaning | Including but not limited to name/date clean-up, data fixes and correction of incorrect general ledger entries, bank reconciliations, or balancing. |
| Bank Reconciliations | Including but not limited to matching transactions, resolving discrepancies, reconciling statements, and ensuring balances align with financial records. |
| General Ledger Architecture | Design, restructuring, or customization of the general ledger framework, including but not limited to chart of accounts setup, segmentation, and financial reporting structure. |
| Manual Entry | SurePoint is not responsible for keying items from systems outside of terms defined in the order form, or for keying any items that were withheld or incomplete prior to the go-live. This includes, but is not limited to keying transactions, journal entries, adjustments, financial data, or master file records, that is not part of an import or integration process. |
| Changing configuration after control points or sign-offs | Modifications to system configuration after designated control points or formal sign-offs are not included. Any changes requested post-sign-off may require a separate scope of work and additional fees. If configuration updates are needed, any remaining project hours will be applied first; otherwise, a change order will be required. SurePoint reserves the right to adjust the project timeline as necessary to accommodate requested changes. |
To supplement its Implementation Services offering, SurePoint may from time to time agree to provide custom Implementation Services as Client may request (“Custom Services”). Upon request, SurePoint can provide a written estimate for such Custom Services. A request to add Custom Services may require an adjustment to the Project Plan, please work with your Project Manager to assess any potential impacts. The following are (for the avoidance of doubt) a few examples of items that are not included in the Implementation Services offering but may be addressed via a Custom Services engagement memorialized in a separate Order Form:
| Custom Service Example | Comments |
|---|---|
| Custom Reports | Custom reports are tailored to meet specific Client needs beyond standard reporting options. |
| Onsite Services | Onsite services provide hands-on support and expertise at the Client’s location for consulting, project management, or training needs. Onsite services are subject to availability. |
| Third Party Integrations | Additional integrations not included in the order form or those not on the approved list will require a separate Statement of Work (SOW) and will be subject to additional fees. |
| Profitability (LMS Only) | Configuration of Profitability tracking tools and training to support financial analysis and reporting. |
| Workflow (LMS Only) | Setup, configuration and training of Workflow module to streamline business processes. |
SurePoint’s Project governance provides the framework for managing the Implementation Services project lifecycle. To accomplish this, SurePoint will define and manage the Project Plan, including phases, deliverables, and responsibilities; establishes the escalation path for resolving issues; and oversees the Change Order process for scope, timeline, or budget adjustments. The Client is obligated to provide timely approvals, feedback, and necessary resources; participates in issue resolution per the escalation path; and reviews and approves any proposed changes through the Change Order process. Both parties agree to communicate promptly and proactively to identify risks early, maintain transparency in decision-making, and adhere to mutually agreed timelines for escalations and Change Management. This governance structure fosters collaboration, adaptability to project needs, and supports the delivery of Implementation Services.
SurePoint’s project plan (the “Project Plan”) for Implementation Services follows a structured, four-phased methodology: Phase 1 (P1). Planning & Scoping, Phase 2 (P2). Configuration, Testing & Training, Phase 3 (P3). Go Live, and Phase 4 (P4). Transition to Support. The conclusion of each phase will be finalized with a sign-off (“Control Point”). Each phase outlines specific objectives, tasks, deliverables, and responsibilities, providing a clear roadmap for the implementation process. Phase Acceptance Control Points are integrated into the plan to confirm adherence to scope, budget, timeline controls, and quality standards. SurePoint manages and executes the activities in each phase, ensuring deliverables align with project expectations, while the client provides timely feedback, approvals, and required resources. This comprehensive Project Plan facilitates a well-organized, collaborative, and successful implementation process.
The Project Management Triangle represents the interdependent constraints of budget, timeline, and scope. Any modification to one of these elements (e.g., an increase in scope) necessitates corresponding adjustments to the others (e.g., cost and schedule). Effective project management relies on the ability to balance these constraints while accommodating necessary changes through a formal change control process.
In the event of any changes to the scope of work, the Change Order Process shall be initiated. All proposed changes will be documented through a Change Request, which will outline the nature of the change, provide cost estimates, identify impacts to the project schedule, and assess any associated risks. Each Change Request shall be subject to review and must receive written approval from both parties before it becomes a formal amendment to the Statement of Work. This process ensures that any changes are properly evaluated, aligned with stakeholder objectives, and formally agreed upon, maintaining the integrity of the project’s budget, timeline, and scope. Client will use its good faith efforts to either approve or disapprove any Change Request within five (5) Business Days (or other period as mutually agreeable between SurePoint and Client).
SurePoint is committed to a structured and collaborative approach to identifying and resolving project challenges. The escalation process establishes that both SurePoint and the Client address concerns in a methodical and timely manner, preventing unnecessary disruptions while maintaining project alignment.
Escalations follow a tiered governance model, as outlined below:
At each stage of escalation, the responsible governance tier is expected to present recommendations and supporting documentation to facilitate an informed resolution process.
To enable a fair and efficient complaint resolution process, the Client agrees to follow the following escalation process and structured notification and response timelines:
As a condition to Client’s right to receive the Implementation Services in accordance with the Agreement, Client shall undertake the following responsibilities, subject to and accordance with SurePoint’s reasonable direction and requirements:
To achieve a successful implementation of the project, it is essential that decision-making responsibilities are clearly defined. The Client is required to appoint decision-makers and authorized proxies who have the authority to approve deliverables and make timely decisions on behalf of their respective teams. Both SurePoint and the Client will designate project managers responsible for coordinating stakeholder feedback and securing approval of deliverables. The following process will be used for accepting Deliverables and Control Points:
This process is designed to foster accountability, enable timely decision-making, and promote clear and effective communication, all of which are critical to maintaining project momentum and adhering to the Project Plan. Non-compliance with the decision-making and Deliverable Acceptance process may necessitate adjustments to the Project Plan or require a Change Order to accommodate additional scope.
1. Project Plan: SurePoint and Client shall in good faith discuss the Project Plan during the kickoff call. Promptly after the date hereof, SurePoint and Client will schedule a status call to refine and finalize the Project Plan. SurePoint will promptly thereafter provide Client with a written Project Plan consistent with such discussion. Client shall have five (5) business days from its receipt of such draft Project Plan to review and provide written comment or approval. In the event Client has comment, the parties will promptly meet again to resolve any issue in good faith, and such process shall be repeated until concerns are resolved. If Client does not approve or provide comment the Project Plan within such timeframe(s), SurePoint reserves the right to release assigned resources until such approval is received. Any resulting delay may result in corresponding delay in project completion.
2. Additional Fees: The Client is responsible for ensuring the availability of required personnel and the timely delivery of all necessary inputs for scheduled sessions, reviews, approvals, and deliverables. SurePoint’s Project Manager will serve as the primary point of contact to coordinate these responsibilities and to address any changes or updates to the project. If SurePoint is unable to complete a phase as outlined in the project plan due to delays caused by missed client deliverables or appointments, adjustments to the project timeline may be necessary.
2.1. In the event of project delays caused by the Client’s failure to meet agreed-upon deliverables, follow the project governance, and/or adhere to the project plan, SurePoint reserves the right to adjust the Project Plan and impose additional fees based on the actual cost incurred by SurePoint to cover the scheduled Professional Service resources who we are unable to be productively reassigned during the period of such delay. Circumstances that may trigger such additional fees include (but are not limited to) any Client failure to accomplish the following: Failure to Meet Deadlines: In the event of project delays caused by the Client’s failure to meet agreed-upon deadlines, including but not limited to data submissions, deliverables, approvals, or other critical control points, the following may occur:
2.1.1. Delay of Client Deliverables (More than 5 Business Days): SurePoint may extend the project timeline proportionately to reflect the delay.
2.1.2. Extended Delays (More than 10 Business Days): If a single phase of the project is delayed beyond 10 business days, SurePoint may suspend project work until a revised timeline is agreed upon. Additional fees will be charged to cover the cost of re-engaging resources, recalibrating project plans, and adjusting deliverables. This fee will be determined based on the resource costs incurred and the level of rework required to resume the project.
2.2. Failure to Follow the Escalation Path for Complaints: If the Client does not follow the established escalation path set forth above, additional time required to address and resolve the issue may result in additional fees and/or adjustments to the Project Plan.
2.3. Non-Responsive Communication and/or Late Cancellation of Meetings:
2.3.1. Cancellations or rescheduling with less than 24 hours’ notice will result in rescheduling fees to compensate for allocated resource time.
2.3.2. If Client feedback, deliverables, meetings or control points are delayed beyond the timeframes set forth in the Project Plan and such delay continues beyond written notice thereof from SurePoint.
2.4. Rescheduling the Project and/or Go Live: If Client requests to adjust the Go Live date from the agreed upon date established in the Project Plan, SurePoint reserves the right to charge additional fees based on the actual cost to cover the scheduled Professional Service resources who are unable to be reassigned during the delay in addition to the cost of re-engaging resources, recalibrating project plans, and adjusting deliverables. This fee will be determined based on the resource costs incurred and the level of rework required to resume the project.
2.5. Additional Training or Consulting Requests: Any training, consulting, or documentation beyond the scope outlined in the Order Form will require scoping and a Change Request. Please work with your Project Manager to coordinate and understand impacts to the Project Plan.
2.6. Data Reformatting or Preparation: SurePoint will provide a Change Request outlining additional costs and/or options for any reformatting or preparation of Client-provided data that falls outside the scope of the Implementation Services package as defined in the Order Form.
2.7. Unexpected Resource Requirements: Any need for additional resources due to client issues or requests, such as unavailability of team members, miscommunication of deliverables or additional resources, may result in additional fees and/or changes to the project plan. Please note that resource requests are subject to availability.
Client acknowledges that implementation services are subject to the possibility of human and machine interpretation differences or misalignments, which may result from variations in communication, configuration, or understanding during the course of the project. Any misalignment, error or notification must be reported to SurePoint in writing within 30 days of client’s specified “Go Live” date. Should a dispute be reviewed and determined to be a result of a SurePoint-related error, correction will be made at no additional charge to the Client. Client acknowledges that the implementation is not an exact replication of source due to differences in data structure and functionality between source and SurePoint. Disputes reported beyond the 30-day window may require a formal change request and must adhere to our established support process.
| Word or Term | Definition |
|---|---|
| Acceptance | Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. |
| Change Request | A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. |
| Change Management | Guides how SurePoint and Client need to prepare, equip and support individuals to successfully adopt change to drive organizational success & outcomes. |
| Change Order | A writing duly signed by both Parties that documents changes in the scope of work, timeline, resources, and/or budget are agreed upon by participating parties. |
| Go Live | Phase 3. The date on which the Services, including all material functional elements, shall be operational or available for use on Client’s systems. |
| Legacy System | The software from which a Client is converting. |
| On-site | Indicates the work location is at one or more of the Client’s physical office or work environments. |
| Phase(s) | A key project milestone where deliverables are produced, reviewed, and approved serving as a control point to establish alignment, manage progress, and maintain accountability before advancing to the next phase, all as set forth in the applicable Project Plan. |
