This Professional Services Annual Agreement ("Agreement") is entered into and effective as of the date the Order for Services is submitted to PCLAW TIME MATTERS™ LLC (“PCLTM”) * by the undersigned person or entity accepting these terms and conditions (“Licensee”) upon confirmation by PCLTM (“Effective Date”).
This Agreement governs the provision of professional services purchased by the Licensee on an annual basis and supplements the terms of the Licensee’s active AMP Membership Agreement (AMP). In the event of any conflict between this Agreement and the AMP Agreement, the terms of this Agreement shall govern as it pertains to Professional Services only.
Refers to the number of prepaid professional service hours purchased annually by the Licensee, available in defined blocks, delivered virtually by PCLTM.
Professional Services include workflow guidance and configuration, billing template updates, report adjustments and improvements, LSA reporting assistance, end-user or administrator training, assistance with mergers and splits, third-party data import, general system optimization and best-practice consulting, and participation in the Customer Advisory Panel (by invitation only).
The Agreement will commence on the Effective Date and will remain in effect through the current term of the Licensee’s active AMP Agreement, unless earlier terminated in accordance with Section 6. The Agreement will automatically renew in conjunction with the AMP Agreement unless notice of non-renewal is provided as described in Section 2.2.
This Agreement will automatically renew for successive twelve (12) month terms unless Licensee provides written notice of non-renewal at least thirty (30) days prior to the renewal date, which is aligned with the Licensee’s AMP Membership renewal date.
All unused Service Hours shall be forfeited at the time of renewal. No rollover or grace period will apply. Forfeited hours are non-refundable and non-creditable.
Service Hours are sold in annual blocks, and fees are charged at the then-current rate published or otherwise communicated by PCLTM at the time of purchase. Applicable taxes and currency may apply.
Agreements beginning at the time of the Licensee’s AMP Membership renewal will be billed in twelve (12) equal monthly installments. Agreements entered during the AMP Membership term will be billed for the full fee as a one-time upfront payment. Upon renewal, billing will align with the AMP Membership renewal and revert to monthly installments unless notice of non-renewal is provided in accordance with Section 2.2.
If the scope of work requires more hours than are available under the Licensee’s current Agreement, the Licensee must purchase additional Service Hours at PCLTM’s then-current standard rate prior to the commencement of the additional work. Additional hours are billed separately at the time of purchase, are governed by this Agreement, and do not require a separate addendum. Firms may not exceed their available Service Hours.
Professional services are delivered virtually and only in accordance with a mutually agreed Statement of Work (SOW). All work must be pre-approved and confirmed in the SOW.
Licensee usage of Service Hours will be tracked through executed Statements of Work (SOWs). To inquire about remaining hours or usage status, Licensee may email Consulting@pclawtimematters.com. Licensee remains responsible for monitoring their service usage and initiating inquiries as needed.
Company may engage third-party certified consultants to deliver services that are beyond PCLTM’s scope or expertise. Licensee will be notified where third-party providers are engaged.
PCLTM disclaims all liability for the acts, omissions, or performance of any third-party service providers engaged under this Agreement. Licensee agrees that third-party services are provided “as-is” and subject to the third party’s own terms and conditions, which shall be separately communicated if applicable.
Licensee may cancel this Agreement only by providing written notice at least thirty (30) days prior to the renewal date. No mid-term cancellations are permitted.
Either party may terminate this Agreement for material breach by the other party, provided that written notice is given and the breach remains uncured for thirty (30) days.
All fees paid under this Agreement are non-refundable, including in the event of cancellation, early termination, or forfeiture of unused hours.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR PROFESSIONAL SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ALL PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
In the event of dissatisfaction or dispute regarding services, the Licensee agrees to notify PCLTM and allow internal escalation within PCLTM’s service team.
No refunds or service credits will be provided under any circumstances.
This Agreement shall be governed in accordance with the laws specified in the Licensee’s underlying AMP Membership Agreement. Jurisdiction and venue shall likewise follow that agreement’s provisions.
This Agreement, together with the AMP Membership Agreement and any attached SOWs, constitutes the entire agreement between the parties regarding professional services and supersedes any prior or contemporaneous understandings, communications, or agreements.
Date: January, 2026