Fair Isaac Professional Services Policy
Last Updated: September 20, 2022
The terms of this Professional Services Policy (“PS Policy”) apply to Professional Services.
This PS Policy is located at https://www.fico.com/en/fair-isaac-professional-services-policy (or any successor site designated by Fair Isaac).
1. Definitions. In this PS Policy the following terms have the meanings indicated below.
“Agreement” means, collectively, the Statement of Work, this PS Policy, and the other written agreement(s) to which the Statement of Work has expressly been made subject.
“Business Day” means a calendar day Monday through Friday, excluding holidays observed by Fair Isaac.
“Change Order” is the written description of changes to the scope of Professional Services, hours, assumptions, dependencies, responsibilities and/or fees described in a Statement of Work.
“Client Materials” means the data and other materials provided by Client or required by Fair Isaac from Client to perform the Professional Services.
“Deliverables” means all reports, custom code, documentation or other deliverables Fair Isaac develops and is obligated to deliver to Client under a Statement of Work, including updates and modifications thereto Fair Isaac is obligated to deliver to Client.
“Full Project Services” means Professional Services for the implementation of a Fair Isaac product when performed during the pre-production period and where Fair Isaac leads the project and has responsibility for project requirements, design, implementation and testing; but excludes all other Professional Services and performance periods, such as Fair Isaac providing consulting services, staff augmentation, support of a Client-led project, or where there are no defined Deliverables.
“Professional Services” or “Services” means services of Fair Isaac that are identified as professional services or implementation, consulting, advisory, training or analytic services, and described more particularly in a Statement of Work.
“Statement of Work” or “SOW” means the written agreement (which may also be called a Work Order) executed between the parties that describes the Professional Services ordered by Client and governed by this PS Policy.
“SOW Term” means the term specified in the Statement of Work for the provision of Professional Services.
“Territory” means the territory specified in the Statement of Work or, if none, the geographic area where the Professional Services are performed.
“Training Services” means Professional Services performed for the purpose of educating or training Client resources.
2. Professional Services Engagements. Client may engage Fair Isaac for Professional Services in the following ways or as otherwise agreed by the parties in a Statement of Work. Client will pay Fair Isaac all fees, costs and expenses stated in the Statement of Work.
2.1. Time and Materials Engagement. Fair Isaac provides a non-binding estimate of the fees required, based on the services, deliverables, assumptions and dependencies. Fair Isaac does not guarantee that the Professional Services can be completed within the estimated hours described in the Statement of Work. Fair Isaac works under the direction of Client and will invoice Client monthly in arrears, based on actual hours worked as described in the Statement of Work.
2.2. Fixed Fee Engagement. Fair Isaac provides a fixed fee estimate of the fees required, based on the services and deliverables defined, specified time boundaries, assumptions and dependencies. Fair Isaac will invoice Client monthly in arrears, based on the percentage of Professional Services performed or milestone payments, as specified in the Statement of Work.
2.3. Training Services. Fair Isaac provides Training Services based on pre-defined course material and scope, for a fixed fee based on the course, location, number of attendees and number of days. Fair Isaac will invoice for Training Services monthly in arrears, based on the percentage of Training Services performed. If fees for Training Services are pre-paid, the training must be completed within 1 year from the effective date of the Statement of Work.
2.4. Price Adjustments. All fees and charges specified in a Statement of Work may be reviewed and adjusted by Fair Isaac upon each anniversary of the Statement of Work Effective Date. Professional Service Fees may be increased by Fair Isaac annually, but no increase may exceed the most recently available annual change in the applicable consumer price index.
3. License to Deliverables. Subject to the terms and conditions of the Agreement, Fair Isaac grants to Client during the SOW Term (or other term specified in the Statement of Work) a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license within the Territory for authorized employees of Client to use the Deliverables solely for Client’s internal business purposes in connection with the Professional Services or, to the extent permitted in the Statement of Work, in connection with the specific Fair Isaac product or services licensed to Client, subject to Client’s compliance with all applicable foreign, federal, state and local laws and regulations, and the additional terms under the Statement of Work. Fair Isaac is and remains the sole owner of the Deliverables and all Intellectual Property Rights arising from or related thereto. Client will not remove any confidentiality or proprietary notices from the Deliverables.
4. Scheduling and Delivery. Fair Isaac will staff the engagement after execution of the Statement of Work, subject to the availability of the appropriate Fair Isaac personnel and resources. Fair Isaac will utilize Fair Isaac’s technology and methodology to perform the Professional Services.
5. Change Orders. Either party may submit a written request for changes to the Professional Services, including a reasonably detailed description of the proposed additions or changes. Following receipt of such request, Client and Fair Isaac will work together to reach a decision on the proposed change within a commercially reasonable timeframe. Professional Services not included in the description of Professional Services in the Statement of Work are outside the scope of the Statement of Work. Fair Isaac is not obligated to perform the Professional Services described in a change request unless and until the parties have executed a Change Order.
6. Suspension. The parties agree that the performance of the Professional Services shall be continuous from the date the Professional Services begin, unless otherwise expressly stated in the Statement of Work. If Client requires a suspension or other delay in the performance of the Professional Services for a period of more than 60 days, Fair Isaac may deem the Statement of Work terminated by Client, and the Statement of Work shall automatically terminate without further action from Client. Fair Isaac will invoice, and Client agrees to pay, all fees for the Professional Services performed through the date of such termination in addition to any applicable early termination fees. Additional Professional Services, including continuation of such terminated Statement of Work, will require a new mutually executed Statement of Work between the parties.
7. Travel and Expenses. The fees for Professional Services do not include reasonable travel and associated out-of-pocket expenses incurred by Fair Isaac, which Client agrees to reimburse at Fair Isaac’s actual cost.
8. Warranty. Fair Isaac warrants that Fair Isaac personnel will perform the Professional Services in a professional and workmanlike manner conforming to generally accepted industry practices. To assert a warranty claim, Client must notify Fair Isaac within 30 days after the allegedly defective Professional Services underlying such claim were performed. Upon receipt of such notice, Client’s sole and exclusive remedy, and Fair Isaac’s entire liability, shall be for Fair Isaac to replace the personnel performing such Professional Services. IN ADDITION TO ANY OTHER DISCLAIMERS OF WARRANTIES IN THE AGREEMENT, TRAINING SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND.
9. Non-solicitation. During the SOW Term and for a period of 12 months (or a shorter timeframe if required by applicable law) following the termination or expiration of the Statement of Work, Client agrees that it will not, without the prior written consent of Fair Isaac, directly solicit for employment any of Fair Isaac’s personnel (including third-party consultants) who have been involved in providing the Professional Services under the Statement of Work; provided, however, the foregoing does not preclude Client’s ability to conduct in good faith a general solicitation for employment on a national or regional basis that does not target such personnel, or to hire such personnel who apply for a position as a result of such general solicitation.
10. Client Materials. Client is responsible for timely providing the Client Materials required by Fair Isaac, in the format of and otherwise according to Fair Isaac’s specifications, and Client personnel specified by Fair Isaac will be available as needed to answer questions regarding the Client Materials. Client hereby grants Fair Isaac the right and license during the SOW Term to use, reproduce, distribute, transmit and make derivatives of the Client Materials in connection with Fair Isaac’s performance of the Professional Services. Client represents and warrants to Fair Isaac that Client (i) has sufficient rights in all Client Materials to provide the Client Materials to Fair Isaac as contemplated under the Agreement; (ii) has obtained from all individuals, persons and third parties any required consents and authorizations, including any required notices with respect to the collection, retention, disclosure and use of the Client Materials that are required under applicable foreign, federal and state laws and regulations, including but not limited to privacy rules and policies; and (iii) will only provide Client Materials that do not infringe or violate any Intellectual Property Rights, publicity, privacy, confidentiality, contractual or other rights, or any foreign, federal, state or local law or regulation.
11. Correction of Full Project Services. During the performance of Full Project Services, Client must report the project related defects to the Fair Isaac project manager or technical lead and such defect will be logged in Jira or similar error tracking system, reviewed by Fair Isaac for validity, and prioritized by Fair Isaac in accordance with the severity of the reported defect. Fair Isaac will only be obligated to address reported project related defects to the extent set forth in the Statement of Work and then only if such defects involve an immediate and material impact to the availability or core functionality of the Fair Isaac product that prevents the Fair Isaac product from being deployed and available for Client’s permitted use of the Fair Isaac product.
12. Training Services. If the Statement of Work provides for Training Services, then these terms apply:
(a) Fair Isaac will provide one (1) PDF watermarked copy of the training manual per attendee. The training manuals are copyrighted Fair Isaac Confidential Information and may not be copied or duplicated by Client, or used for any purpose by Client other than to receive the Training Services. Fair Isaac does not permit videotaping or other recording of the training sessions.
(b) Client may cancel a scheduled training session at any time by giving Fair Isaac written notice. Client will be responsible for the following fees and expenses:
|If Fair Isaac receives the Cancellation Notice:||Client will be responsible for:|
|At least 2 weeks before the scheduled start of a training session||None||All non-refundable travel expenses Fair Isaac incurs|
|Less than 2 weeks before the scheduled start of a training session, but in time to stop instructor from traveling (if instructor travel is involved)||50% of fees for canceled training session(s)||All non-refundable travel expenses Fair Isaac incurs|
|Less than 2 weeks, but at least 1 day before the scheduled start of a training session at a Fair Isaac location or on the web.||50% of fees for canceled training session(s)||N/A|
|All later times||100% of fees for canceled training session(s)||All non-refundable travel expenses Fair Isaac incurs|
13. Assumptions and Client Responsibilities. Fair Isaac relies upon various assumptions, dependencies and Client responsibilities in performing the Professional Services and in its estimation of the number of hours required to perform such Professional Services. If the assumptions or dependencies are incorrect, or if the Client responsibilities are not performed in a timely manner, the estimated number of hours, fees and expenses may be impacted, and a Change Order may be required or Fair Isaac may charge additional fees and expenses. The following assumptions, dependencies and Client obligations are in addition to those set forth in the Statement of Work, and the occurrence and performance of which are a condition to Fair Isaac performing the Professional Services.
(a) Timely Response. Client agrees to respond to Fair Isaac’s requests in a timely manner, including but not limited to compliance with Section 10.
(b) Remote Work. Fair Isaac personnel will work remotely from Fair Isaac offices and travel only as mutually agreed. Client will provide Fair Isaac with a remote VPN access to Client’s development and testing servers and environments with reasonable response time, and for multiple concurrent users.
(c) Language. Unless otherwise agreed in writing, the Professional Services, including all correspondence and documents, will be provided in English and all meetings conducted in English.
(d) Hours of Operation. Professional Services will be performed during standard local business hours on Business Days, subject to any national holidays, bank holidays, Fair Isaac corporate holidays, Client corporate holidays or other holidays as mutually agreed. Client will make reasonable accommodations for Fair Isaac personnel to take time off for illness, health and welfare, personal obligations, and vacations with reasonable advance notice.
(e) Client Resources. Client will ensure that personnel and resources with the appropriate authority and skill level are available to Fair Isaac at the applicable points during the engagement or as reasonably requested by Fair Isaac. Client will also designate Client personnel who will manage Client resources, tasks, risks, issues and action items. Client is also responsible for the quality of all components of the engagement that are created by internal or external development providers and for ensuring that Client-development activities (including Client’s internal developers and external development providers) adhere to a mutually agreed upon project plan that is consistent with the implementation methodology used by Fair Isaac. Client acknowledges and agrees that Fair Isaac will only provide general guidance and mentoring to Client current employees and not to any of Client’s third-party contractors, subcontractors or other non-employees of Client.
(f) Client Documents and Client Materials. Client is responsible for creating all documents required and contemplated by the Statement of Work during the SOW Term, unless such document is listed as a Fair Isaac Deliverable. Client will comply with and satisfy all requirements under Section 10 (Client Materials).
(g) Customization. All Professional Services related to a particular Fair Isaac product will be provided using features and functionality of such product that conform in all material respect to such product’s standard published documentation without any customization. No customization to the base Fair Isaac product will be performed. If any custom code is developed by Fair Isaac under a Statement of Work, then Client will be responsible for maintenance of such custom code after the expiration or termination of the applicable SOW Term.
(h) Personnel Requirements. If the Client has any special policies or requirements regarding facility access or security, access to Client’s network and other software programs, or assignment of personnel, including without limitation Foreign Nationals, to provide Professional Services, Client must notify Fair Isaac in writing of such policies prior to the commencement of the Professional Services. For purposes of this Section, “Foreign Nationals” means any person residing in the United States who is not a United States citizen but is a citizen of a foreign country.
(i) Testing. Where the Professional Services include testing, Client is responsible for the following:
(i) Client will develop integration, system and user test plans, and perform the testing only with such assistance from Fair Isaac as may be defined in the Statement of Work.
(ii) Client will provide test data that fully and accurately represents production data to support testing efforts defined in the Statement of Work. If test data includes simulation data, Client recognizes that simulation data may not expose all defects, and adjustments to the scope and schedule of the project may be required when using simulation data.
(iii) Client will build, update, and test all interfaces to and from the Fair Isaac product or solution.
(j) Work at Client Location. If Professional Services are performed by Fair Isaac at Client’s location (or a location managed by Client), Client is responsible for the following:
(i) Client will complete any facility preparations required for the Professional Services at least 2 weeks prior to the start of the Professional Services, including but not limited to preparation of the network infrastructure (equipment, bandwidth, and setup), and procurement and installation of required third-party hardware and/or software. Hardware and software installed on deployment environments must meet published system requirements for the applicable Fair Isaac product.
(ii) Client will provide Fair Isaac with appropriate office accommodations, including but not limited to, workspace with broadband Internet access a dedicated Fair Isaac team room if necessary, and equipment/workstations suitably configured to enable Fair Isaac to provide the Professional Services.
(k) Training Services. If Professional Services include Training Services, Client is responsible for the following:
(i) Client will provide a dedicated facility or room for the entire duration of the Training Services.
(ii) Client will provide a projector or equivalent, and electrical power for the instructor’s laptop computer.
(iii) Client will provide computers for Client personnel to use during the online or on-site training. These computers must be suitably configured and attached to a high-speed network capable of accessing the externally hosted online version of the Fair Isaac product, the FICO® Analytic Cloud Marketplace and, if applicable, the online training session on Zoom, Microsoft Teams or WebEx.
(iv) Client will provide Fair Isaac personnel with safe and reasonable access, working space and facilities.
(v) Client will provide access to personnel, network(s), and system(s) as necessary to allow Fair Isaac to perform the Training Services. Client's timely provision of access to resources and information is essential to the performance of the Training Services, and Client will be responsible for any additional costs Fair Isaac incurs as a result of Client's failure to provide reasonable access or other reasonable cooperation.