monday.com Professional Service Terms

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Channel Partner Terms. By providing Professional Services in accordance with these PS Terms, Partner accepts these PS Terms and agrees to abide by these PS terms when providing Professional Services. 

In the event of any conflict between certain provisions of these PS Terms and the provisions of the Channel Partner Terms, the provisions of the PS Terms shall prevail but solely with respect to the provision by Partner of Professional Services.

1.     Scope of the Services

1.1    Scope. monday.com hereby authorizes Partner to perform onboarding services, implementation services, consulting services, technical service and other professional services in connection with the monday.com Services for the benefit of monday.com customers, including customer success services provided as part of Partner’ Client Facing Activities under the Channel Partner Terms, all as a Certified Partner (as defined below) and subject to the terms and conditions of these PS Terms (the “Professional Services”). A “Certified Partner” means a Partner that has ensured that all Partner PS Personnel (as defined below) have successfully completed the PS Certification Program in accordance with Section 2.1 below and remains compliant with all terms of these PS Terms throughout the duration of these PS Terms.

1.2    Engagements with monday.com Customers. Partner will provide Professional Services to customers of monday.com, including those customers of monday.com who were referred to Partner by monday.com in accordance with such process as designated by monday.com from time to time (a “Referral Customer”) under a direct engagement with such monday.com customer, including a Referral Customer, and any fees owed to Partner for the provision of Professional Services shall be solely determined by Partner and agreed to by a monday.com customer, including a Referral Customer. For the avoidance of doubt, any terms agreed directly between Partner and a monday.com customer, including a Referral Customer under a direct engagement for the provision of Professional Services by Partner will not apply to monday.com, and monday.com expressly disclaims any and all liability with respect to such engagement, including with respect to any payment obligation for Partner’s provision of Professional Services. Any reference herein to monday.com customers shall include “Referral Customers” unless explicitly indicated otherwise. 

2.     Partner Personnel

2.1.  Certification. The Partner Personnel (as such term is defined under the Channel Partner Terms) assigned by Partner to perform the Professional Services shall have appropriate technical and professional skills and experience to enable them to perform their duties in a professional and workmanlike manner, consistent with generally accepted industry standards for the performance of Professional Services (the “Partner PS Personnel”). As a pre-requisite for performing the Professional Services, each Partner PS Personnel shall be required to successfully complete the applicable Certification Program (as such term is defined under the Channel Partner Terms) related to the provision of Professional Services (the “PS Certification Program”), as may be updated from time to time, before Partner authorizes such Partner PS Personnel to perform any Professional Services and shall be required to maintain and update such certification on a continuous basis as may be required by monday.com from time to time. In the performance of the Professional Services, all Partner PS Personnel shall observe and follow best industry standards and practices including such requirements and policies incorporated into these PS Terms and the Channel Partner Terms, and any other reasonable policies and/or standards as communicated by monday.com to Partner from time to time related to the monday.com Services. Partner shall provide the Partner PS Personnel with all equipment, facilities, tools, know-how and other resources required for the provision of the Professional Services, at the Partner’s sole cost and expense.

2.2.  Replacements. Partner shall use its commercially reasonable efforts to maintain continuity of assigned Partner PS Personnel until completion of the applicable Professional Services for each monday.com customer. If Partner replaces any of its Partner PS Personnel performing Professional Services with another Partner PS Personnel, it shall do so as soon as possible and shall replace such with Partner PS Personnel having substantially similar knowledge and skill as such replaced Partner PS Personnel and Partner shall ensure that such replaced Partner PS Personnel shall complete the Certification Program.

2.3.  No Third Parties. No third parties, including Partner’s Sub-Processors, consultants, or agents, shall be used by Partner to perform the Professional Services. However, Partner may use its Affiliates subject to monday.com’s prior written approval.

2.4.  Access to Accounts. Partner and Partner PS Personnel shall ensure that access to the Account(s) of monday.com customers shall only be permitted for the performance of Professional Services as approved by such monday.com customer and in accordance with its instructions. The terms of this Section 2.3 shall also apply to any access Partner may require to any third party information system of monday.com’s customers within the scope of the performance of the Professional Services.

3.     Partner Reporting

      If Partner is providing Professional Services under an engagement with Referral Customers (a “Referral Engagement”) it shall report the progress and status of the work performed in connection with each Referral Engagement (which will include the information required by monday.com as communicated to Partner from time to time) on an ongoing basis until the completion of the Professional Services, but in no event less than once a week, via such tools and/or methods as designated by monday.com from time to time.

4.     Warranties

For the purposes of Section 12 (Partner Representations and Warranties; General) of the Channel Partner Terms, references to Partner’s activities under the Channel Partner Terms shall be read to also include the Professional Services. Partner further represents and warrants the following:

4.1.  Virus & Disabling Codes: Partner and Partner PS Personnel (i) shall not introduce or code any virus or any unauthorized disabling code into monday.com’s Services or its customer’s network or system, any software, deliverable or as otherwise as part of any of the Professional Services; and (ii) if any software or deliverables are developed, modified or changed by Partner in connection with any of the Professional Services, Partner and its Partner PS Personnel represent and warrant such are and will be free from viruses, worms, time bombs, trojan horses, disabling programming codes or routines, cancel bots, or other such items that may threaten, infect, damage, disable or otherwise interfere with monday.com’s customer’s use of any system, the monday.com Services or cause harm to any data (including Personal Information); and

4.2.  The Service: Partner and Partner PS Personnel shall only be permitted to use the Services in order to provide the Professional Services and such use shall be subject to monday.com’s Terms of Service, Acceptable Use Policy and any other terms governing the use of monday.com’s Services. Partner shall not modify or change the Services or create any enhancements or updates to the Services without monday.com’s prior written consent.

4.3.  Security: The Parties hereby agree that the provisions of Section 7.2 of the Channel Partner Terms shall apply to any data and/or content uploaded or otherwise made available by monday.com customers to or through the monday.com Service or which is in any way accessed by Partner contained in an Account, and is processed or stored by Partner in the framework of providing Professional Services to monday.com customers (the “Customer Data”). The Parties hereby further agree that the technical and organizational measures set under the Security Terms incorporated into the Channel Partner Terms (the “Security Terms”) shall apply to any Professional Services provided by Partner as supplemented by the additional technical and organizational security measures detailed in the Exhibit A attached to these PS Terms, which shall be implemented and monitored ongoingly by Partner.

4.4.  Processing of Customer Data. Partner hereby represents and warrants that within the scope of the provision of Professional Services:

4.4.1.   Unless permitted otherwise by a monday.com customer, Partner shall not use or disclose Customer Data it processes for any purpose other than to facilitate the Professional Services in accordance with these PS Terms and to comply with customer’s reasonable and documented instructions;

4.4.2.  Partner shall retain or store Customer Data only if requested by a monday.com customer for the provision of the Professional Services and only for a minimum time required to fulfill Partner’s obligations with respect to the Professional Services. Except if authorized otherwise by a monday.com customer, Partner PS Personnel shall permanently delete all Customer Data that is in their possession immediately after such data is no longer required to facilitate the Professional Services;

4.4.3.  It shall ensure that Partner PS Personnel shall deactivate any assigned user on any customer Account(s) and/or cease any access to Customer Data and/or systems to which they may have been granted access to within the scope of the performance of the Professional Services, immediately after such user and access is no longer required to facilitate the Professional Services, unless authorized otherwise by a monday.com customer; and

4.4.4.  At all times implement and follow guidelines and instructions as reasonably provided by monday.com with respect to processing and securing of Customer Data. 

4.5.  HIPAA. To the extent that Partner will have access to Customer Data which constitutes protected health information (“PHI”) in connection with providing Professional Services, Partner shall comply with applicable laws, including the Health Insurance Portability and Accountability Act (“HIPAA”), while providing the Professional Services. 

5.     Intellectual Property Rights

5.1.  Non-Infringement & Background Intellectual Property. Partner shall ensure and undertake that the Professional Services provided by Partner and Partner’s intellectual property, will not contain any preexisting work subject to the copyright or other intellectual property or proprietary right of any third party (including, without limitation, any “creative commons”, “open source” or ‘free software’), or any modification, adaptation or use of such work which, inter alia, (i) if prepared without authorization of the owner of the copyright, intellectual property or other proprietary right in such preexisting work, would constitute an infringement of such copyright, intellectual property rights or other proprietary right, (ii) will require monday.com or a monday.com customer to publish or provide access or any other rights to, any source code, proprietary information, technology or intellectual property of monday.com, or (iii) restrict monday.com’s ability to distribute, use, or in any way exploit its products, including the monday.com Services, anywhere in the world. Without limiting the foregoing, in performing the Professional Services under these PS Terms, the Partner and Partner PS Personnel agree, represent and warrant that each will not provide or develop any items that infringe intellectual property rights or other rights of any third party. Partner shall indemnify monday.com for breach of this Section 5.1 subject to the terms of Section 5.2.

5.2.  If monday.com receives a third party claim, including a claim by a monday.com customer that any elements of the Professional Services infringes on a third party intellectual property right, monday.com will make best efforts to promptly make Partner aware thereof. Partner will defend, indemnify and hold harmless monday.com against such claim and any damages related thereto in accordance with this Section 5.2. monday.com shall reasonably cooperate with Partner and allows Partner to control the defense and all related settlement negotiations, provided that monday.com shall have the right to participate in such proceedings with counsel of its own choice at its own expense. Partner’s indemnification obligation to monday.com shall include an indemnity from and against any damages awarded for such infringement.

5.3.  Rights to monday.com’s Intellectual Property. Partner may not, under no circumstances, assign or grant to monday.com customers any rights in and to the monday.com Services or any intellectual property rights of monday.com, in connection with Professional Services, and any such grant or assignment shall have no force and shall be void.

6.     Confidentiality 

      Without derogating from Section 15 of the Channel Partner Terms, Partner may not use any information provided or learned by Partner in connection with the PS Certification Program (set under Section 2.1 above) for any purpose other than for performing the Professional Services under these PS Terms and such information shall be considered monday.com’s Confidential Information. In addition, any information regarding Professional Services provided by Partner disclosed by a Party to the other Party shall be considered Confidential Information.

7.     Term and Termination

7.1.  Term. The term of these PS Terms, including any Exhibits, corresponds with the term of the Channel Partner Term, and unless terminated earlier in accordance with the terms below, will terminate simultaneously and automatically with the termination of the Channel Partner Terms.

7.2.  Termination for Convenience. These PS Terms may be terminated at any time by monday.com by giving Partner a prior written notice of at least 30 days (or any other time period determined solely by monday.com) prior to termination taking effect and such notice, unless specifically stated otherwise, shall not impact the effectiveness of the Channel Partner Terms.

7.3.  Effect of Termination. Upon termination of these PS Terms, Partner shall have no further rights to perform the Professional Services as a Certified Partner of monday.com and shall cease to present itself as a Certified Partner with respect  to any activities relating to Professional Services. Partner shall promptly destroy, unless designated by monday.com in writing to return, any Confidential Information of monday.com immediately upon termination of these PS Terms and/or the Channel Partner Terms.  

8.   Indemnification

      In addition to the indemnification obligation of Partner under Section 4.2 above, the indemnification  provisions set forth in Section 18 of the Channel Partner Terms shall apply in connection with: (i) any claim of a monday.com customer with respect to Partner’s performance of Professional Services and its obligations under these PS Terms; and (ii) any claim of a monday.com customer, including a Referral Customer with respect to a direct engagement of Partner and such monday.com customer, including Referral engagement.

9.     Miscellaneous

9.1.    Publicity. Partner will not have the right to name and/or publicize the relationship related to Partner’s provision of the Professional Services to monday.com customers as a Certified Partner, except upon monday.com’s prior written approval in each instance.

9.2.  Insurance. Partner shall obtain and maintain, during the term of the PS Terms and for a period of at least one (1) year following expiration or termination of these PS Terms, at its sole cost and expense, appropriate adequate insurance, and in amounts sufficient to provide coverage of its liability arising out of its activities, related to the provision of Professional Services to monday.com customers and these PS Terms. 

9.3.  No Conflict. Partner and Partner PS Personnel shall avoid any conflict of interests with monday.com. In the event that Partner and/or Partner PS Personnel become aware of any potential conflicts of interest, Partner and/or Partner PS Personnel shall disclose such conflict to monday.com immediately.

Exhibit A: Supplemental Technical and Organizational Security Measures

The  technical and organizational security measures set forth under the Security Terms shall be supplemented with the following technical and organisational security measures which must be implemented by the Partner (and its Sub-Processors, if any) in accordance with these PS Terms to provide monday.com customers with Professional Services and shall apply to the Customer Data stored, hosted or processed by Partner (additional technical and organisational security measures may be included below*):

1.     Interpretation.

1.1.  The term “Systems” shall be amended to include Partner’s information systems storing, hosting, or processing Customer Data.

1.2.  “Customers’ Systems” shall mean monday.com customers information systems to which Partner or Partner’s Personnel were granted with access to perform the services in the scope of these PS Terms.

2.     Conducting with Customer Data.

2.1.  Allowed Devices. Personal workstations which are not managed and monitored ongoingly by the Partner, shall not be used for processing, hosting, or storing of Customer Data, instead only work-related workstations which are managed and monitored ongoingly by the Partner shall be used.

2.2.  Reporting of Loss or Theft. The notification regarding the loss or theft of devices which can be used to access, store, or process Customer Data shall be provide no later than one (1) hour of discovery to the following emails: (1) the email of Partner’s point of contact at monday.com; (2) security@monday.com; and (3) privacy@monday.com.

3.     Information Security Program.

Information Security Management System (“ISMS”). Partner shall implement and maintain a formal industry standard ISMS. Appropriate information security policies and procedures shall be assigned to a designated employee or team among Partner PS Personnel and shall be reviewed at least annually or following a material change. At the very least, the designated employee or team shall be responsible for the implementation and monitoring of the organisational and technical security measures as described in the Channel Partner Terms and these PS Terms.

4.     Encryption.

   Data in Transit. Partner shall access Customer Data transferred across open                           networks in an encrypted way using TLS 1.2 or higher.

5.     Endpoints.

    All measures detailed in Section 3 of the Security Terms shall apply to all Partner’s PS             Personnel and Sub-processors’ workstations. 

6.     Access Control. 

6.1       Provisioning and Deprovisioning. The access management program implemented by Partner shall also apply  to Customer Data on Customer’s Systems. Partner shall revoke the access to Customer Data promptly, no more than 24 hours, following termination of employment or change in employment of Partner PS Personnel or third parties.

6.2      User Access Review. Access to Systems or to Customer’s Systems which process or store Customer Data should be reviewed quarterly to ensure that all existing access is appropriate.

6.3      Notification to Customers. Partner must promptly, no more than 24 hours after discovery, notify in writing the monday.com customer following termination or change of employment of any of its Partner’s PS Personnel or third parties who had access to Customer Data or to Customers’ Systems or, due to which access is no longer required, in order to allow Customer to revoke or change such access.

6.4      Identity Provider (“IdP”) and Multi-Factor Authentication (“MFA”). Notwithstanding Section 5(d) of the Security Terms, an organizational IdP solution shall be implemented and monitored by Partner to access to Systems which store or process Customer Data. If an IdP cannot be implemented, an MFA shall be enforced on such Systems.

6.5      Credentials. Partner’s password policy shall apply to access to Customer Systems and Systems. Notwithstanding Section 5(c)(iii) of the Security Terms, the rotation period of passwords shall be at minimum every 90 days.

7.     Human Resources.

7.1       Background Checks. Partner shall carry out comprehensive screening of all its PS Personnel in accordance with industry standards and in alignment with applicable laws and regulations, prior to granting access to Customer Data.

7.2       Disciplinary Procedure. Partner shall maintain and communicates to all its PS Personnel a formal disciplinary procedure for violations of company policies and of the security measures described in these PS Terms.

7.3       Awareness and Education. Training shall be provided upon providing access to Customer Data and on an ongoing basis, at least annually.  

*If the Partner implements additional technical and organisational security measures, please contact your Channel Partner manager with such information.