Professional Services

1. Orders. Modern Treasury will provide the Professional Services as indicated on an Order based on the services selected by Customer (see Section 5 below). Fees and payment for Professional Services will be as set out in the Order and Section 8 (Fees and Taxes) of the Agreement, and payment is required prior to commencement of Professional Services. Any changes to the scope of Professional Services or related fees must be mutually agreed by the parties in writing.
2. Customer Materials. Customer will give Modern Treasury timely access to materials, systems and resources as described below or otherwise reasonably requested by Modern Treasury to provide the Professional Services (“Customer Materials”). Failure to do so may result in delays or scope changes, and Modern Treasury’s obligations to provide Professional Services will be excused until access is provided. Modern Treasury will use Customer Materials only for purposes of providing Professional Services.
3. Deliverables. Any Professional Services deliverables relate to the configuration or use of the Products or Services. Modern Treasury owns such deliverables in accordance with Section 11 of the Agreement and Customer may use the deliverables only as part of its authorized use of the Products, subject to the same terms as for the Products in Section 2 (Using the Products) and Section 5 (Customer Obligations).
4. Limited Warranty. Modern Treasury warrants that it will perform the Professional Services in a professional and workmanlike manner. If Modern Treasury breaches this warranty and Customer makes a reasonably detailed warranty claim within 30 days of Modern Treasury’s delivery of the affected Professional Services, then Modern Treasury will use reasonable efforts to re-perform the non-conforming Professional Services at no additional cost to Customer. If Modern Treasury determines such remedies to be impracticable within 30 days, either party may terminate the applicable Statement of Work and Modern Treasury will refund the portion of fees attributable to such non-conforming Professional Services. These procedures are Customer’s exclusive remedy and Modern Treasury’s entire liability for breach of the warranty in this Section 4. Except for the foregoing warranty, without limiting the disclaimers in the main Agreement, all Professional Services and deliverables are provided “as is'' and Modern Treasury expressly disclaims any and all other warranties of any kind or nature, whether express, implied or statutory, including the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose.
5. Professional Services. Modern Treasury offers the following standardized Professional Services:

#1: Bank Integration (Payments Product)

Description. Modern Treasury works directly with Customer’s Bank(s) to connect its account(s) to its Modern Treasury organization. Depending on Customer need, this typically consists of the following activities which are led by Modern Treasury’s bank operations team:

1. Requirements Gathering. Collect banking and money movement requirements and confirm with Bank(s).
2. Direct Transmission. Work with Bank(s) to enable direct transmission for Customer’s Bank Account(s).
3. Technical Integration. Set up Customer’s Modern Treasury organization and integrate it with the Bank Account(s) to enable programmatic money movement for Customer’s specific payment rails.
4. Connection Testing. Validate the Bank connection within the Products via test transactions consisting of credits, debits and returns.

Deliverable. Live Bank connection between Customer’s Bank Account and its organization in the Products.

Customer Materials. Modern Treasury’s provision of Professional Services is conditioned on Customer providing Modern Treasury with timely access to the following Customer Materials:

• Bank name
• Customer legal name and address at Bank
• Full bank account numbers
• Routing numbers
• Payment rails
• Cooperation as reasonably requested by Modern Treasury

Bank Requirements and Cooperation. Customer remains responsible for its own Bank Requirements as set out in the main Agreement and Modern Treasury is not liable for issues or delays resulting from Customer’s failure to meet Bank Requirements. Modern Treasury’s provision of Professional Services may be contingent upon the timely cooperation of Customer’s Bank. Failure by Customer’s Bank to timely respond to requests may result in delays or require scope changes.

#2: Ledgers Solution Architecture

Description. The Ledgers solution document is scoped to each customer’s ledgering needs. It consists of a design overview and implementation details (T-account, ledger object definitions, best practices for integrating with non-Modern Treasury systems).

Deliverable. A Ledgers Solution Document. Customer is responsible for validating that the deliverable satisfies its purposes.

Customer Materials. Modern Treasury’s provision of Professional Services is conditioned on Customer providing Modern Treasury with timely access to the following Customer Materials:

• A completed scoping document provided by the Modern Treasury team containing questions on:
  • Customer’s intended use-case and ledger reporting needs
    • Where in the user application will balances and transactions be displayed?
    • What are Customer’s internal ledgering needs?
    • Does Ledger transaction data need to be imported or exported from/to third-parties?
  • Outline of accounts that require tracked balances
  • Description of fund flows between accounts to be tracked
• Cooperation as reasonably requested by Modern Treasury