CX360 Service Description for professional services

CX360, Inc. will provide the Professional Services set forth in the applicable Mosaicx Professional Services Statement of Work (“SOW”) and as provided therein and in accordance with this Service Description.  Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Agreement or SOW, as applicable.  In case of conflict between this Service Description and the SOW, the SOW shall control.


Professional Services 

Professional Services Overview.  CX360’s Professional Services team includes analysts, user experience designers, software engineers and other customer experience professionals necessary to build and customize IVA Applications, Messaging Applications and/or perform other services as described in the applicable SOW.  The specific work product to be produced for Customer is detailed in a scope document or a change request, if and as applicable. 

Dependencies and Assumptions.  The SOW and pricing set forth therein was developed based on the following dependencies and assumptions, which if not accurate or adhered to, may require a change in the applicable scope of Services and/or fees. The dependencies and assumptions include:

  1. Customer’s Primary Contact (“PC”), as identified in the SOW, or the PC’s designee, must be available to CX360 during the entire engagement.  The representative must have sufficient authority to schedule testing and address any issues that may arise. 
  2. CX360 is not responsible for any work activities or tasks that are not specifically stated as CX360’s responsibility.
  3. Customer will provide resources and information as needed or requested to enable CX360 to sufficiently perform the Services, and to ensure timely participation of key technical and business personnel so that the objectives of the project can be accomplished without delay and cost over-runs.  This includes access to Customer personnel who can provide timely information related to the business operations, organizational structure, network architecture, security controls, disaster recovery and general daily operational processes and procedures. Customer is solely responsible for providing access to and coordinating any required interviews or testing with Customer’s third parties or service providers.
  4. If Customer does not specifically state in writing to CX360 a failure of a task, Deliverable or Service to meet its satisfaction within five business days of delivery, the task will be deemed accepted. 
  5. Any services to be performed that are not within the scope of the Professional Services SOW will be billed at CX360’s then-current standard hourly rates. 
  6. Any disagreement on the scope of CX360’s obligations will be documented in writing. Both Parties will identify and use commercially reasonable efforts to agree to a resolution within three business days of the disagreement being documented and furnished to both Parties.
  7. CX360, with input from Customer, will be responsible for planning and performing user level testing, including re-testing after problem fixes. User testing serves as another level of testing and quality assurance before bringing the solution on-line for customers. After each round of testing, Customer will document in writing any way(s) in which the solution does not conform to the specification. CX360 will make commercially reasonable efforts to correct the documented defect(s) for re-testing as part of the time allocated to support Customer’s user testing activities.
  8. Test data and availability of Customer APIs for Customer’s systems is Customer’s responsibility, including any third-party vendors’ edge systems.  Customer will provide the associated expected outcome of Customer systems which will be incorporated into the user test plan. 
  9. No load or performance testing is offered in the SOW.  CX360 can provide further information about load testing services upon request.


Terms and Conditions 

Term and Termination.  The Initial Term shall be as set forth on page 1 of the SOW.  Notwithstanding anything to the contrary in this Service Description, the Professional Services purchased under the SOW shall not renew except upon written agreement signed by an authorized representative of each party.

Either party may terminate the SOW as follows (each a “Termination for Cause”):

  1. By either party upon the failure by the other party to perform any material obligation hereunder that is not cured within thirty (30) days after receipt of written notice and demand for cure from the affected party.
  2. By either party upon the material violation by the other party of any applicable state or federal law, statute, rule or regulation in relation to its performance of the SOW; provided that such right to terminate shall only be available for thirty (30) days from the time that the non-violating party is aware or should have been aware of such breach.
  3. By CX360, upon fourteen (14) days written notice if undisputed payments are in arrears. In addition, CX360 may take any or all of the following actions any time undisputed payments are fourteen (14) days in arrears: (i) suspend the Services; or (ii) withhold data or reports.

In the event of any termination of the SOW other than a Termination for Cause by Customer, Customer shall compensate CX360 for all Services provided and costs incurred in accordance with the Contract Documents as well as all MC fees and/or One Time Charges that may be due for all remaining months in the SOW Term.   Any termination notices must be sent in writing to CX360 via e-mail to 

Excluded Events.  Customer expressly acknowledges and agrees that CX360’s obligation to perform the Services hereunder does not include the performance of any services that may be required to resolve issues caused by any of the following (each, an “Excluded Event”):

  1. Issues caused by Customer-owned or third-party applications or Customer-maintained infrastructure including, but not limited to, wide area network, local area network, equipment, agent desktop, customer relationship management, Web servers, databases, stored procedures, and mainframes;
  2. Systems interoperability, requirements modifications, software compatibility;
  3. Customer's failure to properly maintain Customer's site and/or equipment which CX360 needs to use during the delivery of Services;
  4. Alterations to Customer's site or equipment made by Customer or a third party during and/or after CX360' completion of delivery of Services;
  5. Customer’s environment, code, network or related systems components; or
  6. Anything outside the control of CX360.

If Customer engages CX360’s technical support personnel to diagnose an issue and CX360 determines in its reasonable judgment that the issue is caused by an Excluded Event, Customer shall pay for any time incurred by CX360 in diagnosing, troubleshooting, and/or repairing the issue at CX360’s then-current hourly rates for the applicable professional services.

Ownership.  CX360 or its suppliers retain all right, title and interest, including all intellectual property rights, relating to or embodied in Services, Licensed Material and/or Solution Description Document, including without limitation all technology, telephone numbers, web addresses, software, systems and/or customizations relating to the Services.  None of the foregoing shall be considered work for hire and Customer's pricing for use of any of the foregoing reflects the fact that none of the foregoing are considered work for hire. For the avoidance of doubt, none of the Professional Services provided under the SOW shall be considered work for hire.  CX360 may use any feedback Customer provides to CX360 or its representatives without remuneration to Customer.

Fees. In consideration of CX360 providing the Services, Customer shall pay to CX360 fees in U.S. Dollars, to a location in the United States of America designated by CX360.  In the event Customer requires a special or expedited campaign to address an unusual event including but not limited to a Force Majeure Event, the campaign, services and pricing for that campaign will be addressed in a separate statement of work or amendment.

Invoicing.  Payment terms shall be as set forth in the Agreement.  Customer’s Primary Place of Use is identified in the SOW.  If the Primary Place of Use field is not populated on the SOW, then the Primary Place of Use shall be deemed to be the Customer Address shown at the top of the SOW.  “Primary Place of Use” is defined as the location which will be used in the determination of the state and local tax jurisdiction to be applied by CX360 during the invoice process.  In the event Customer is a tax-exempt organization, Customer will provide CX360 with its tax-exempt certification; otherwise, CX360 will include tax if applicable to Customer invoices.  In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to CX360, Customer shall pay CX360 such additional amounts so that the net amount CX360 receives from Customer is equal to the full amount for the charges which CX360 would have received from Customer had such withholding not been made.

Travel.  Any required travel expenses are not included in the fees and will be billed separately. CX360 will use commercially reasonable efforts to travel as efficiently and cost effectively as possible given timing and travel requirements. Valid travel expenses typically include parking, meals, lodging, airfare, mileage, and/or automobile rental, and shall be paid in accordance with the terms of the Agreement.


Change in Law. If any present or future change in applicable law requires a modification or waiver of any term of the SOW, the Parties will promptly and in good faith undertake the actions required by such change in law.  In the event of any governmental prohibition or required alteration of the Service, CX360 reserves the right to immediately suspend, modify or terminate Services provided under the SOW.

Customer Premise Equipment.  Except as otherwise agreed between the parties, CX360 does not provide support for Customer Premise Equipment (“CPE”).  Customer shall be solely responsible for maintenance, support and troubleshooting of all CPE.




“Application” means the unique software for an IVA or SMS program associated with a defined set of Technical Requirements.

“Contract Documents” shall mean the SOW, this Service Description and any Exhibits and/or Appendices to any of the foregoing documents.

“IVA” means an Interactive Virtual Assistant capability of CX360’s Platform.

“Platform” means the shared standard cloud hardware, software, and facilities used by CX360 to provide services for its customers including but not limited to IVA and/or SMS, but shall not include anything provided by or through Customer or its third-party providers.

“Solution Description Document” means the preliminary description of services to be delivered by CX360 upon which set up fees and pricing has been established.  This document is the pre cursor to the final business requirements documents which are drafted after contract execution and become part of the overall Technical Requirements.

“Technical Requirements” means the final set of written documents supporting initial implementation of the Customer’s CX360-Managed Application which will be documented under a separate Professional Services SOW. 

Last modified:  March 12, 2024