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. All Professional Services will be performed during Modern Treasury’s regular business hours (M-F 9am-6pm PT), excluding holidays.
2. Location and Travel. Modern Treasury will perform all Professional Services remotely unless the parties mutually agree that Modern Treasury personnel will travel to Customer locations. Upon prior written approval from the Customer, all travel, meals, and living expenses for all Modern Treasury’s personnel who travel or are supposed to travel in support of the Professional Services will be billable at cost and all such expenses will be the sole responsibility of the Customer. Customer will be charged for any travel expenses that cannot be canceled or refunded. Any travel expenses are billed separately.
3. Change Orders. Any work not explicitly specified below (or, where applicable, that exceeds the applicable hourly limit) is out of scope and requires a mutually executed change order (“Change Order”). Any Change Order will set out its scope and mutually agreed fees.
4. Customer Materials. Modern Treasury’s provision of Professional Services is subject to this Agreement, including Customer’s providing Modern Treasury with timely access to Customer Materials and cooperation. Customer will:
   1. Provide Modern Treasury with access to systems, code, and environments (“Customer Systems”) and other materials, systems and resourcesdocumentation and supporting materials reasonably needed for Modern Treasury’s provision of Professional Services, as described below in Section 8 for the applicable Professional Services or otherwise reasonably requested by Modern Treasury to provide the Professional Services ("(collectively, “Customer Materials"). Failure to do so may result in delays”). Customer is responsible for any licenses or scope changes, andpermissions needed for Modern Treasury's obligations to provide Professional Services will be excused untilTreasury’s access is providedto Customer Systems. Modern Treasury will use Customer Materials only for purposes of providing Professional Services.
   2. Assign one or more dedicated points of contact (“POCs”) to manage receipt of Professional Services.
   3. Staff this project appropriately among its Engineering, Product, Finance, Operations, and other relevant teams.
   4. Provide Modern Treasury with other reasonably requested cooperation.
5. Exclusions. Modern Treasury is not responsible for the following, the occurrence of which may result in delays in Modern Treasury’s performance or require a Change Order.
   1. Customer’s failure to provide timely access to Customer Materials or cooperation per Section 4 above (Modern Treasury’s obligation to provide Professional Services will be excused until access and operation is provided).
   2. Issues or delays caused by Customer, Customer Materials, Banks, or other Third-Party Platforms.
   3. Issues or delays caused by events described in Section 18.9 (Force Majeure).
   4. Changes to Customer’s organization, requirements, or scope.
6. 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).
7. 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'sCustomer’s exclusive remedy and Modern Treasury'sTreasury’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.
8. 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: Bank Integration (Read-Only Connection)

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 requirements and confirm with Bank(s).
2. Technical Integration. Set up Customer’s Modern Treasury organization and integrate it with the Bank Account(s) to enable automated ingestion of transaction and balance reports.
3. Connection Testing. Validate the Bank connection to ensure transaction and balance data are accurately reflected within the Products.

Deliverable. Live read-only 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
• 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

#3: Ledgers Solution Architecture

Description. Modern Treasury will provide access to technical advisory services related to Customer’s use of the Ledgers Product consisting of:

• Technical consultation and enablement sessions tailored to Customer requirements.
• Use-case discovery to understand how Customer moves and tracks money, and working sessions to produce a holistic ledger design in the form of a T-Account chart.
• Edge-case scoping, metadata design, error handling, and high-throughput advice.
• Sample API calls and guidance on how to integrate actions in Customer Systems to actions in Modern Treasury, including how to manage hot accounts, balance locking, and templating.
• Assistance with integration testing and go-live monitoring.

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

Time and Scheduling. Ledgers Solutions Architecture is subject to the following time and scheduling constraints:

• Limited to 10 hours per month for 3 months. The parties will pre-agree and schedule any work on Ledgers Solutions Architecture exceeding these hours.
• Monthly hours cannot be banked or applied to other months. Fees are not refunded if hours are not used.
• Customer POCs will request consumption of Ledgers Solutions Architecture. Modern Treasury will assume that any requests and prioritization by Customer POCs are authorized by Customer and allocate hours and resources accordingly.

Exclusions. Ledgers Solutions Architecture services do not include:

• Bug-related technical support or Bank support requests. All such requests should be routed through the Support Team at support@moderntreasury.com, subject to the Support Policy in the Agreement.
• Engineering, configuration, coding or implementation of any technical recommendations or solution outlines. It is Customer’s responsibility to implement any proposed solutions.
• Work on or design of Customer Systems.
• Design of integrations between Customer Systems or Third-Party Platforms.

#4: Ledger File (Evolve)

Description. Modern Treasury works directly with Customer and Customer’s Bank, Evolve, to build a custom ledger file using a combination of Customer Data from the Payments and Ledgers Products along with customizable fields (the “Ledger File”).

Deliverable. A programmatically generated Ledger File based on Customer’s Virtual Account program and use of the Ledgers Product. Customer is responsible for ensuring the Customer Data in the Ledger File is accurate.

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

• Specifications and content for the Ledger File (including any updates to such specifications);
• Cooperation to ensure required data is accurately mapped between Customer’s internal or external systems and the Products;
• Cooperation to design custom fields and external references in metadata across the Products;
• Feedback from Evolve on test versions of the Ledger file;
• Cooperation as reasonably requested by Modern Treasury.

Bank Requirements and Cooperation. Customer remains responsible for the accuracy of the Customer Data as set forth in the Agreement and Modern Treasury is not liable for issues or delays resulting from Customer’s failure to provide the Customer Materials. Modern Treasury’s provision of Professional Services may be contingent upon the timely cooperation of Customer’s Bank, and Bank’s provision of SFTP access to Modern Treasury in a manner sufficient to allow delivery of the Ledger File. Failure by Customer’s Bank to timely respond to requests may result in delays or require scope changes.

#5: Payments Solutions Architecture

Description. Modern Treasury will provide access to technical advisory services related to Customer’s use of the Payments Product consisting of:

• Technical consultation and enablement sessions tailored to Customer requirements.
• API architecture design and diagramming of integrated systems.
• Solution document creation.
• Strategic planning and advice on architecture enhancements.

Time and Scheduling. Payments Solutions Architecture is subject to the following time and scheduling constraints:

• Limited to 5 hours per month for 3 months. The parties will pre-agree and schedule any work on Payments Solutions Architecture exceeding these hours.
• Monthly hours cannot be banked or applied to other months. Fees are not refunded if hours are not used.
• Customer POCs will request consumption of Payments Solutions Architecture. Modern Treasury will assume that any requests and prioritization by Customer POCs are authorized by Customer and allocate hours and resources accordingly.

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

Exclusions. Payments Solutions Architecture services do not include:

• Bug-related technical support or Bank support requests. All such requests should be routed through the Support Team at support@moderntreasury.com, subject to the Support Policy in the Agreement.
• Engineering, configuration, coding or implementation of any technical recommendations or solution outlines. It is Customer’s responsibility to implement any proposed solutions.
• Work on or design of Customer Systems.
• Design of integrations between Customer Systems or Third-Party Platforms.

#6: Reconciliation Solutions Architecture

Description. Modern Treasury will provide access to technical advisory services related to Customer’s use of the Reconciliation Product consisting of:

• Technical consultation and enablement sessions tailored to Customer requirements.
• API architecture design and diagramming of integrated systems.
• Solution document creation.
• Strategic planning and advice on architecture enhancements.

Time and Scheduling. Reconciliation Solutions Architecture is subject to the following time and scheduling constraints:

• Limited to 5 hours per month for 3 months. The parties will pre-agree and schedule any work on Reconciliation Solutions Architecture exceeding these hours.
• Monthly hours cannot be banked or applied to other months. Fees are not refunded if hours are not used.
• Customer POCs will request consumption of Reconciliation Solutions Architecture. Modern Treasury will assume that any requests and prioritization by Customer POCs are authorized by Customer and allocate hours and resources accordingly.

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

Exclusions. Reconciliation Solutions Architecture services do not include:

• Bug-related technical support or Bank support requests. All such requests should be routed through the Support Team at support@moderntreasury.com, subject to the Support Policy in the Agreement.
• Engineering, configuration, coding or implementation of any technical recommendations or solution outlines. It is Customer’s responsibility to implement any proposed solutions.
• Work on or design of Customer Systems.
• Design of integrations between Customer Systems or Third-Party Platforms.