Common Terms for Zendesk Implementations
These Common Terms apply to all Zendesk implementation Service Descriptions referenced by the Order Form. In the event of conflict, the Order Form shall prevail over these Common Terms, and the L5 Master Services Agreement (MSA) shall govern all other matters.
Table of contents
| 1 | Engagement Assumptions |
| 2 | Customer Responsibilities |
| 3 | Service Completion |
| 4 | Change Orders |
| 5 | Invoicing - Fixed Fee Engagements |
| 6 | Late Payment |
| 7 | Taxes |
| 8 | Disputed Invoices |
1. Engagement Assumptions
- The Customer shall purchase required Zendesk licenses prior to the build phase. L5 shall advise on the appropriate plan and seat count during discovery.
- All configuration and changes are performed directly in the Customer’s Zendesk production instance unless a sandbox environment is provided by the Customer.
- All services shall be delivered remotely unless otherwise specified in the Order Form.
- Services are limited to a single Zendesk instance, a single brand, and a single language (English).
- All services shall be delivered during L5 business hours (7:00 AM to 3:00 PM US Central Time) Monday through Friday, excluding US public holidays.
- All services must be utilized within the engagement duration specified in the Order Form. Unused hours do not carry over.
- Reschedules to agreed milestone dates require a minimum of five (5) business days’ notice.
- Hypercare period for all implementations is 3 business days from first go live.
- The Customer is responsible for the accuracy and completeness of all data provided to L5 for import or configuration. L5 shall advise on formatting and quality but does not guarantee the accuracy of Customer-supplied data.
2. Customer Responsibilities
The Customer shall make the following resources available throughout the engagement. Multiple roles may be filled by a single individual.
-
Executive Sponsor
Overall governance, participation in milestone reviews, escalation decisions, and determining whether work falls within scope or requires a separate engagement. -
Project Manager / SPOC
Day-to-day approvals, User Acceptance Testing, work prioritization, coordinating requests with internal resources, and end-user communications. -
Technical Contact
Zendesk administrator access, system and integration coordination, and technical testing.
The Customer shall:
- Provide remote access to the Customer’s Zendesk instance as required for L5 to perform services.
- Provide timely approvals, feedback, and decisions on deliverables within two (2) business days.
- Ensure key stakeholders are available for scheduled discovery, review, and UAT sessions.
- Manage internal communications to end users regarding the platform rollout.
- Provide any corporate or company standards to be implemented or followed.
- Attend scheduled sessions and respond to L5 within two (2) business days of any outstanding query.
3. Service Completion
Upon completion of all services and deliverables for a given Service Description, L5 shall provide the Customer with written notice (“Completion Notice”). The Customer shall have five (5) business days from the date of the Completion Notice to provide L5 with written notice describing any services not provided or deliverables not met. Absent such notification, all services under that Service Description shall be deemed accepted.
4. Change Orders
Any work beyond the scope described in an attached Service Description shall require a signed Change Order prior to commencement, priced at L5’s then-current professional services rates. The Change Order shall describe the additional scope, estimated effort, timeline, and fees.
5. Invoicing - Fixed Fee Engagements
Advance payment
The invoice for the full amount of fixed fee specified in the applicable Statement of Work will be raised at Signature. Payment is due within fifteen (15) calendar days from the invoice date. Invoices not disputed in writing within seven (7) calendar days of receipt shall be deemed accepted.
The fixed fee covers only the scope of work defined in the Statement of Work. Any work outside that scope shall be subject to a separate change order and invoiced as per additional fees agreed in writing between L5 and the Company.
Where the Client requests cancellation or suspension of a fixed fee engagement after commencement, fees paid shall be non-refundable unless otherwise agreed in writing by L5.ai.
6. Late Payment
Amounts not received by the due date shall accrue interest at the rate of 5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated daily from the due date until the date of actual payment. L5.ai reserves the right to suspend Services without liability upon ten (10) calendar days’ written notice if any undisputed invoice remains unpaid beyond its due date.
7. Taxes
All fees are exclusive of applicable taxes, including sales and use tax and any statutory levy. The Client shall be responsible for all such taxes. Where L5.ai is required by law to collect tax, it shall be added to the relevant invoice and paid by the Client at the same time as the underlying fee.
8. Disputed Invoices
If the Client disputes any portion of an invoice in good faith, it shall pay the undisputed portion by the due date and notify L5.ai in writing of the disputed amount and the basis for the dispute. The parties shall resolve the dispute within fifteen (15) calendar days of such notice.