This Open and Close Services Statement of Work (“SOW”) govern Entrata’s Open and Close Services (“Services”) as applicable purchased by Customer. This SOW is subject to and governed by the Software License and Maintenance Agreement (or similarly titled document) or the Master Services Agreement entered into between Customer and Entrata (the “Agreement”). Unless otherwise defined herein, capitalized terms used in this SOW have the same meaning as defined in the Agreement. In the event of a conflict between the terms of the Agreement and the terms of the SOW, this SOW will control with respect to the Services performed hereunder.
Open Services
1. Scope
The Services are designed to increase a customer’s efficiency when transitioning utilities into the Customer’s name. Entrata’s Open Services team works as an extension of Customer’s staff to interface directly with utility providers.
2. Entrata Responsibilities
Close Services
1. Scope
The Services are designed to increase Customer’s efficiency when transitioning utilities in or out of Customer’s name. Entrata’s Close Services team works as an extension of Customer’s staff to interface directly with utility providers.
2. Entrata Responsibilities
3. Resources
Entrata has dedicated Open Services and Close Services teams.
4. Customer Obligations
Customer acknowledges that Customer’s timely provision of and access to required documents, assistance, cooperation, complete and accurate information and data from Customer’s officers, agents, and employees are essential to the performance of the Services described herein. Entrata will not be responsible for any deficiency in performing Services to the extent such deficiency results from Customer’s failure to provide cooperation to Entrata. Customer agrees it will:
Customer’s failure to timely provide the information and assistance required hereunder may impact Entrata’s costs to effectively provide the Services. If Entrata’s costs are increased because of Customer’s failure to meet its obligations as listed in this SOW, Entrata reserves the right to increase the Fees charged to Customer.
5. Assumptions
Entrata’s ability to perform the Services in the time and for the fees set forth in this SOW is based on the following assumptions:
6. Payments
Entrata will invoice Customer at the billing frequency set forth above and Customer shall pay said invoices via direct debit of Customer’s account with Entrata in accordance with the terms of the Agreement. If the funds in Customer’s account are insufficient to cover all Fees due, Entrata may assess an additional 2% charge or charge Customer a returned payment fee of $35.00 per each occurrence. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it may have, Entrata may, without notice, set off or recoup any liability it owes to Customer against any liability for which Customer is liable to Entrata. All fees paid are non-refundable.
7. Change Control Process
Any request for any changes in Services from those detailed above must be in writing; this includes requests for changes in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of Customer’s order. Entrata shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until Customer and Entrata agree in writing to the proposed change to this SOW.
8. Representations, Warranties and Covenants