Project Professional Services Terms and Conditions

The terms and conditions of these Project Professional Services Terms (“Project PS Terms”) along with any exhibits, terms and policies incorporated in the Project PS Terms by reference, form part of and incorporate the terms and conditions of the monday.com Channel Partner Program Terms and Conditions available here (the “CP Terms”) entered by and between you, the Partner (as defined in the CP Terms) and monday.com Ltd. (“monday.com”). Each provision of the CP Terms shall be read to include the Project Professional Services (as such term is defined below), mutatis mutandis. Partner and monday.com shall be referred to as a “Party” and collectively as the “Parties”.

These Project PS Terms reflect the Parties’ agreement with respect to the provision by Partner of Project Professional Services (as such term is defined in Section 1.2.1 below). Partner acknowledges that these Project PS Terms are binding, and Partner affirm and signifies its consent to these Project PS Terms by filling in the form at the bottom of this page and clicking on a button or checking a checkbox for the acceptance of these Project PS Terms.

These Project PS Terms also specifically supplement the terms and conditions of the Professional Service Terms incorporated as an integral part of the CP Terms and available here (“PS Terms”). For the purpose of these Project PS Terms and unless indicated otherwise herein: (i) any terms and conditions included in these Project PS Terms shall be in addition to the terms under the PS Terms; (ii) any reference to the “Professional Services” in the PS Terms shall also include the Project Professional Services; and (iii) any reference to the Partner PS Personnel in the PS Terms shall also include the Project PS Personnel (as such term is defined in Section 2 below).

In the event of any contradiction or discrepancy between the terms of these Project PS Terms, the CP Terms and the PS Terms, the provisions of these Project PS Terms shall prevail. All capitalized terms not defined in these Project PS Terms shall have the meanings given in the CP Terms or the PS Terms as applicable.

1.Project Professional Services

1.1.   Scope. monday.com hereby authorizes Partner to perform Project Professional Services as a subcontractor acting on behalf of monday.com subject to the terms and conditions of these Project PS Terms. For the avoidance of doubt, the terms of the PS Terms shall continue to apply to the Professional Services provided by Partner directly to customers of monday.com, including to Referral Customers (as such capitalized terms are defined under the PS Terms). 

1.2.  Services Subcontracting Program.

1.2.1.    Services Subcontracting Program. monday.com may retain Partner to perform the professional services listed under the Services Subcontracting Program available here (“Services Program”) for Project Customers (as defined below) as well as customer success services prescribed in the CP Terms for Signed Customers, all as a subcontractor acting on behalf of monday.com, (“Project Professional Services”). Partner’s participation in the Services Program is subject to Partner’s compliance with the terms and conditions of the Services Program and abiding by all requirements of such Services Program, including those based on the Partner’s assigned Subcontracting Tier (defined below), Partner’s compliance with the CP Terms and these Project PS Terms.

1.2.2.   Subcontracting Tiers. The Services Program defines the specific types of Project Professional Services that Partners are eligible to perform for Project Customers in connection with a Project (as such term is defined below). The different types of Project Professional Services are listed under each designated subcontracting tier (“each a “Subcontracting Tier”). Partner shall be assigned to a Subcontracting Tier by monday.com in writing and shall only be able to provide the Project Professional Services authorized under such Subcontracting Tier in accordance with the Services Program. Any Project Professional Services which are not designated under Partner’s assigned Subcontracting Tier are outside the scope of Projects and shall not be provided by Partner to Project Customers under a Project, unless otherwise agreed in writing by the Parties.

1.3.Projects.

1.3.1. Assignment of Projects. Each engagement for the provision of Project Professional Services to a monday.com customer shall be referred to as a project (each a “Project” and collectively “Projects” and such monday.com customers for whom such Project is being provided shall be referred to as a “Project Customer”).  monday.com shall assign such Projects to Partner in accordance with the Project assignment process designated by monday.com from time to time. monday.com, in its sole discretion, will determine the scope and requirements of the Project Professional Services to be performed by Partner under an assigned Project in connection with each type of Project Professional Services. Under no circumstances is the acceptance of these Project PS Terms a guarantee by monday.com to assign any Projects or any minimum amounts of Projects to Partner.

1.3.2.  Partner’s Responsibilities.  Partner shall cooperate on an ongoing basis with monday.com and its employees, consultants and contractors, as determined by monday.com from time to time, in connection with its performance of the Project Professional Services under a Project. Time is of the essence in connection with the performance of the respective Project Professional Services and Partner represents and warrants that it will promptly perform the requested Project Professional Services with due care and in accordance with the timelines and number of hours set by monday.com for such Project. Partner shall appoint a Project manager who shall be responsible for managing Partner’s Projects and be monday.com’s primary contact in relation to the Project Professional Services assigned under a Project.

1.3.3. Provision of Project Professional Services: Partner will provide the Project Professional Services on an hourly basis, unless instructed otherwise by monday.com, and monday.com may request, at its sole discretion, that Partner provides the Project Professional Services either in accordance with the scope relayed to Partner by monday.com or in accordance with the specific terms and conditions related to a PS Package (as defined below). Partner shall provide the Project Professional Services under each Project remotely unless monday.com agrees in writing that Partner will provide the Project Professional Services onsite for a specific Project and in such event, Partner shall comply with all of monday.com’s applicable policies and instructions for delivering onsite services, and, if applicable, with any Project Customer’s specific policies for onsite visits.

1.3.4.  Professional Services Packages: Partner agrees that if Partner is requested by monday.com to perform Project Professional Services under a certain professional services offering or package commercially offered by monday.com (including but not limited to those packages and offerings described here as may be updated from time to time) (collectively “PS Packages”) then Partner will perform such Project Professional Services in accordance and in compliance with the specific terms and conditions applicable for and designated in such PS Packages, including but not limited to as applicable, the scope, timelines, reporting requirements and meeting requirements set under such terms and conditions and will fulfill all obligations of monday.com under such terms and conditions.

1.3.5. Compliance with monday.com Instruction. Partner will comply with all monday.com’s instructions and policies related to the provision of Project Professional Services under a Project, including any deployment and/or hosting protocols as prescribed by monday.com, and shall abide by and terms and conditions related thereto. In addition, in connection with the Project, Partner will not enter into any agreement or contract directly with a Project Customer and will not sign any document requested by Project Customer, without monday.com’s prior written consent.

1.3.6.   Additional Requirements. Partner will comply with any specific instructions and requirements related to a specific Project Customer, a specific type of Project Professional Service or Subcontracting Tier as may be communicated to Partner from time to time by monday.com. The Parties may agree in writing on any additional requirements and terms related to the provision by Partner of any type of Project Professional Services. In addition, in order to provide Project Professional Services under a specific Project, specific Subcontracting Tier or for a specific Project Customer, monday.com may require Partner to agree to additional obligations and/or requirements and the Parties will enter into a written agreement which will detail such additional requirements and terms.  

1.3.7.   Fees. Unless otherwise agreed by monday.com, monday.com shall pay Partner for any of the Project Professional Services performed monthly in arrears at a rate per hour as determined by monday.com with respect to each assigned Project (the “Hourly Fee”), provided such are properly tracked and recorded in such manner as designated by monday.com to Partner from time to time. The fees paid to Partner for the Project Professional Services under a Project are subject to the terms set forth in Section 9.8 (Taxes and Costs) of the CP Terms. For clarity, fees for performance of the Project Professional Services are supplemental to any Partner Commissions to which Partner is entitled to under the CP Terms.

1.3.8.  Payment Terms. Partner shall invoice monday.com monthly in arrears for the number of hours of Project Professional Service performed by Partner in the prior month for an assigned Project at the applicable fees determined by monday.com for such assigned Project. Unless otherwise agreed between monday.com and Partner for a Project, monday.com shall remit payment to Partner within 45 days following its receipt of each respective invoice. At the end of each month, Partner shall submit for approval by monday.com its itemized time sheets for Project Professional Services actually performed in that month using such method as designated by monday.com from time to time, which approval monday.com shall not unreasonably withhold. Approval of hours shall imply acceptance by monday.com of Project Professional Services performed during those hours.

1.3.9.   Expenses: No expenses are intended to be incurred by Partner as a result of the performance of the Project Professional Services. However, in the event that Partner does incur expenses as a result of the performance of the Project Professional Services under a Project, monday.com will reimburse Partner for any such expenses, subject to either monday.com’s expense reimbursement policies or to the relevant Project Customer’s policies as applicable. Such expense must be approved by monday.com in writing prior to such expenses being incurred and will be as set forth in a respective invoice.

2.Project PS Personnel

In addition to Section 2 of the PS Terms, the following shall apply with respect to the Project Professional Services and the Partner Personnel (as such term is defined under the CP Terms) assigned by Partner to provide the Project Professional Services (“Project PS Personnel”):

2.1.  Certification. Each Project PS Personnel shall be required to successfully complete any additional certifications and trainings related to the Project Professional Services and the applicable Subcontracting Tier, as determined by monday.com and as those may be updated from time to time, before Partner authorizes such Project PS Personnel to perform any Project Professional Services. In addition to the requirements under Section 2.1 of the PS Terms, in the performance of the Project Professional Services, all Project PS Personnel shall observe and follow monday.com policies, including work rules, security policies, performance methods and requirements and standards as are provided to Partner from time to time.

2.2. Replacements. monday.com may request that Partner replaces any Project PS Personnel working on a Project if in monday.com’s sole discretion it determines such Project PS Personnel to be unsatisfactory or has engaged in any unacceptable behavior, and Partner shall cooperate with monday.com in promptly removing from performance such Project PS Personnel. monday.com shall not be responsible for any costs associated with any training, orientation or other steps to bring such replacement Partner Project Personnel to the same level as the replaced Partner Project Personnel and Partner shall be responsible for all such costs.

2.3. Third Parties. If approved by monday.com, Partner shall be allowed to use its Affiliate(s) to perform any or all the Project Professional Services, provided that: (i) each Affiliate shall be required to comply with any applicable Security Requirements (as such term is defined below) and comply with these Project PS Terms, including the CP Terms; and (ii) each Affiliate shall be required to comply with the insurance requirements set under Appendix A of these Project PS Terms. Upon such approval, the personnel of the Affiliate shall be deemed to be Project PS Personnel and Partner shall ensure that the Project PS Personnel comply with these Project PS Terms, including the CP Terms, as well as being required to complete all certification requirements as set under Section 2.1 above.

2.4. Access to Accounts. Partner and Project PS Personnel shall not have access to the Account(s) of Project Customers, unless such access is required for the performance of the Project Professional Services and Partner is either invited to Project Customer’s Account(s) by a Project Customer as a user or authorized in writing to log in via monday.com’s log in protocol and Partner follows the log in protocols prescribed by monday.com, and such access is only for the duration of the Project. Partner shall be responsible for all activities performed by Partner in such Project Customer’s Account(s) and shall be responsible for ensuring Project PS Personnel are removed from the Account upon completion of the Project Professional Services and notifies monday.com of completion of the Project Professional Services and such removal. The terms of this Section 2.4 shall also apply to any access Partner may require to any Customer’s Systems (as such term is defined under the Security Requirements referenced in Section 4.2 below) within the scope of the performance of the Project Professional Services in addition to such other requirements set forth in these Project PS Terms related to access to such Customer Systems.

3.Partner Reporting; Monitoring

In addition to Section 3 of the PS Terms, the following shall apply with respect to the Project Professional Services:

3.1. Progress Reports.Partner shall maintain records of the work performed in connection with each Project, as applicable, and shall provide monday.com with written updates and reports related to Partner’s performance and detailed time tracking of each Project, on an ongoing basis, but in no event less than once a week, via such tools and/or methods as designated by monday.com from time to time. If the Project is limited to a specified number of hours, then Partner shall not exceed then number of hours, except upon monday.com’s prior written approval. Partner shall permit monday.com and/or its Project Customers, as authorized and approved by monday.com, to review such records from time to time as determined by monday.com.

3.2. Periodic Review. The Periodic Review set forth in Section 6.3 of the CP Terms shall include a review of Partner’s performance of Project Professional Services.

3.3. Completion Reports.  Upon completion of each Project, Partner shall prepare a report for monday.com detailing the Project Professional Services performed for each respective Project Customer including the number of hours performed and any follow up requirements for a Project Customer.

3.4. Monitoring. monday.com may monitor and audit Partner’s performance of the Project Professional Services in accordance with monday.com’s internal policies.

4.Warranties, Security and Privacy

Partner agrees to the following with respect to Project Professional Services:

4.1. The warranties made by Partner under the PS Terms shall apply with respect to the Project Professional Services, subject to the amendments herein.

4.2. Virus & Disabling Codes. Partner’s warranties regarding any virus and disabling codes shall also apply with respect to any Work Products (as defined below).

4.3. Compliance with Government Requirements. Partner shall comply with all statutes, regulations, and laws applicable to its performance under these Project PS Terms including such other government requirements applicable to subcontracted work in connection with the performance of Project Professional Services for government customers, including those as listed here (“Government Flow-downs”), as may be updated from time to time.

4.4. Security. The Parties hereby agree that the provisions of Section 7.2 (Security) of the CP Terms shall apply to Customer Data (as defined in the PS Terms) which for the purposes of Project Professional Services shall also include: (i) any data and/or content uploaded or otherwise made available by Project Customers to or through the monday.com Services or which is in any way accessed by Partner and is processed or stored by Partner in the framework of providing Project Professional Services to Project Customers and (ii) any and all data or content, whether in physical or electronic form, made available to the Partner by the Project Customer for the purpose of transferring it to or from the monday.com Services as required under a Project. The Parties hereby further agree that the technical and organizational measures set under the Partner Security Terms incorporated as part of the CP Terms and the Exhibit A to the PS Terms shall be replaced with the technical and organizational security measures detailed here(the “Security Requirements”). The Security Requirements shall be implemented and monitored ongoingly by Partner.

4.5. Processing of Customer Data. It shall be clarified that the DPA incorporated into the CP Terms shall apply to any Customer Data Processed (as such term is defined in the DPA) by Partner on behalf of monday.com in connection with the provision of the Project Professional Services, and Project PS Personnel shall permanently delete all Customer Data that is in their possession immediately after such data is no longer required to facilitate the Project Professional Services and upon request, certify to monday.com it has fully complied with such obligation.

4.6. HIPAA. In addition to Section 4.5 of the PS Terms, in particular, as it relates to PHI, Partner represents that it shall process such PHI on behalf of Project Customers solely in accordance with the Business Associate Addendum, available here (“BAA”), which is incorporated as an integral part of each Project which involves the processing of PHI.

4.7. Data Incident. As a subcontractor to monday.com, Partner is expected to uphold high standards of data security and take actions to protect against data incidents. Accordingly, in connection with the performance of the Project Professional Services, Partner agrees to the following amendments to the DPA and BAA respectively:

4.7.1.  .Section 7 of the DPA shall be amended as follows: (i) the definition of “Data Incident” and the terms of Section 7 shall apply to Customer Data; and (ii) Partner will notify monday.com of any Data Incident no later than twenty-four (24) hours after becoming aware of a Data Incident. The terms of Section 7 of the DPA shall also apply in case of any actual or suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

4.7.2.  Section 3 of the BAA shall be amended as follows: (i) the notification period set under Section 3(f) of the BAA shall be amended to within twenty-four (24) hours; and (ii) the notification period set under Section 3(g) shall be amended to no later than twenty-four (24) hours.

5.Intellectual Property Rights and Licenses

5.1. Work Product Owned by monday.com. Partner agrees that all work product supplied and/or produced by the Partner or Project PS Personnel pursuant to these Project PS Terms under or in connection with a Project, in written or electronic form, including, without limitation, the deliverables, all notes, test programs, documentation and all hard copy or electronic material developed, obtained and produced in connection with any of the Project Professional Services, and including any improvements, inventions, formulae, processes, techniques, know-how, trade secrets, inventions, mask works, ideas, algorithms, processes, data, code, source code, programs, other works of authorship, discoveries, developments and designs, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Partner or Project PS Personnel, either alone or jointly with others in connection with the Project Professional Services provided under any Project in accordance with these Project PS Terms (collectively, “Work Product”), shall be fully owned by monday.com and shall be provided to monday.com promptly upon completion of such Work Product and are deemed “works made for hire” under the U.S. Copyright Act of 1976.  monday.com, upon discovery and/or creation by the Partner or Project PS Personnel shall own all patents, copyrights, trade secret, Moral Rights (as defined below) and other rights including, without limitation, any other intellectual property rights, in the Work Product, including the exclusive right to use, modify, update, manufacture, sell or license the Work Product and any part or derivative thereof upon discovery and/or creation by the Partner or Project PS Personnel. Partner and Project PS Personnel (i) shall not retain any proprietary or other rights in the Work Product; (ii) shall transfer all Work Product to monday.com; and (iii) shall not be entitled to make any use whatsoever of Work Product other than for the purpose of performing its obligations under these Project PS Terms in connection with the respective Project, without the express prior written consent of monday.com. Without limiting any of the foregoing, upon monday.com’s first request, the Partner and Project PS Personnel shall irrevocably transfer all Work Product, including any and all assignments of ownership of Work Product, in perpetuity to monday.com.

5.2. Assignment of Work Product.Partner and Project PS Personnel hereby irrevocably and unconditionally assign to monday.com, its successors and assigns, ownership of all rights, including without limitation, (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) copyrights, copyright applications, and Moral Rights; (iii) rights relating to the protection of trade secrets and confidential information; and (iv) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights, all in each and every item of Work Product, insofar as the Partner or Project PS Personnel may be deemed to retain any such right, by operation of law, in the Work Product. Partner and Project PS Personnel also hereby forever waive and agree never to assert any and all Moral Rights that the Partner and/or Project PS Personnel may have in or with respect to any Work Product, even after termination of these Project PS Terms. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty. From time to time upon monday.com’s request, Partner and Project PS Personnel shall confirm such assignment and perform, during and after the term of these Project PS Terms, including executing and delivering to monday.com all instruments and other documents, and all acts deemed reasonably necessary or desirable by monday.com to permit and assist it, at monday.com’s expense, in obtaining, maintaining, defending and enforcing the Work Product in any and all countries. monday.com, its successors and assigns, shall have the right to obtain and hold in its or their own name(s) all copyright registrations and other evidence of rights that may be available for items of Work Product.

5.3. Non-Infringement & Background Intellectual Property. The provisions of Sections 5.1 and 5.2 of the PS Terms shall apply also to the Project Professional Services and any Work Product produced in the framework thereof, as applicable. In addition, Partner shall not incorporate any of Partner’s background intellectual property or third party’s intellectual property in the Project Professional Services or Work Product, except on prior written notice to and approval by monday.com in case of Work Product and on prior written notice to and approval of a monday.com customer. Notwithstanding the above, if any third-party work or Partner’s pre-existing work will be incorporated into any Work Product or in the Project Professional Services, with or without monday.com’s prior written consent, the Partner undertakes that monday.com shall have a nonexclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with rights to sub-license through multiple tiers of sub-licensees) to make, have made, modify, use, commercialize and sell such work for whatever use. In the event that the Partner or Project PS Personnel use any third-party work or pre-existing work which use is allowed pursuant to the terms hereof, including, without limitation, third party work which is in the public domain, the Partner shall provide monday.com with a full detailed list of such works and shall be fully responsible and liable for any claims related thereto and Partner shall ensure that monday.com will be in compliance in all respects with the terms of use of any and all licenses which govern the use of such works. Partner shall indemnify monday.com for breach of this Section 5.3 (and Section 5.1 of the PS Terms) subject to the terms of Sections 5.2 of the PS Terms and Section 5.4 of these Project PS Terms.

5.4. In addition to Section 5.2 of the PS Terms, if an injunction is sought or obtained against monday.com’s use of Work Product as a result of a third party infringement claim, Partner may, at Partner’s reasonable option, and Partner’s expense (a) procure for monday.com the right to continue using the affected Work Product; (b) replace or modify the affected Work Product with a functionally equivalent alternative so that it does not infringe; or, if (a) and (b) are not commercially feasible, (c) take back the affected Work Product and reimburse monday.com the fees for the hours during which the affected Work Product were made. Partner will have no liability for any third party claim of infringement based upon use, operation or combination of Work Product with non-Partner programs, data, equipment, or documentation if such infringement would have been avoided but for such use, operation or combination.

6. Confidentiality

All information regarding or relating to the Project Professional Services and Project Customers, including such information provided or learned by Partner in connection with the performance of these Project PS Terms, is Confidential Information of monday.com. Partner may not use any information provided or learned by Partner in connection with the certification process (set under Section 2.1 above) for any purpose other than for performing the Project Professional Services under these Project PS Terms and such information shall be considered monday.com’s Confidential Information as well.

7. Term and Termination

7.1. Term. The term of these Project PS Terms, including its Appendices, corresponds with the term of the CP Terms and unless terminated earlier in accordance with the terms below, will terminate simultaneously and automatically with the termination of the CP Terms.

7.2. Termination for Convenience. These Project PS Terms may be terminated at any time by monday.com by giving Partner prior written notice of 30 days prior to termination taking effect and such notice, unless specifically stated otherwise, shall not impact the effectiveness of the CP Terms.

7.3. Termination of Project. monday.com may terminate any incomplete Project: (a) if monday.com reasonably determines that Partner’s performance of the Project Professional Services is not satisfactory and/or not in accordance with monday.com’s instruction, and fails to improve its performance within seven (7) days following written notice by monday.com; (b) immediately upon written notice if a Project Customer notifies monday.com that it wishes to terminate the Project Professional Services provided by Partner under a Project.

7.4. Effect of Termination. Upon termination of these Project PS Terms: (i) Partner shall have no further rights to perform the Project Professional Services and unless otherwise instructed by monday.com in writing, shall cease any activity with respect to Project Professional Services; (ii) provided that Partner is not in material breach of these Project PS Terms, upon termination monday.com shall pay to Partner any outstanding fees due to Partner for Project Professional Services validly performed under a Project, if any; (iii) Partner shall fully cooperate with monday.com and assist monday.com in the smooth transfer of the relationship and communication with all outstanding Project Customers to monday.com or to another partner, as monday.com shall determine in its sole discretion, in order to facilitate an orderly transition; and (iv) Partner shall promptly destroy, unless designated by monday.com in writing to return, any Confidential Information of monday.com immediately upon termination of these Project PS Terms and/or the CP Terms.  Such terms in these Project PS Terms intended to survive termination of this Addendum, including but not limited to Sections 5, 6, 7, 8, and 9, shall survive.

8.Indemnification

In addition to the indemnification obligation of Partner under Section 5.5 above, the indemnification provisions set forth in Section 18 of the CP Terms shall apply in connection with any claim of a Project Customer with respect to Partner’s performance of Project Professional Services and its obligations under these Project PS Terms.

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 Project Professional Services to Project Customers, including but not limited to specific Projects and/or Project Customers, except upon monday.com’s prior written approval in each instance.

9.2. Insurance. During the Term and 3 years following termination or expiration, Partner shall maintain such insurance and abide by such obligations as set forth in Appendix A.

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

9.4. Modifications. monday.com may modify any of the terms and conditions contained in these Project PS Terms (including all policies, agreements and terms and conditions incorporated herein by reference) and in the Services Program, at any time and in its sole discretion and may provide Partner notice thereof by e-mail or by any other means deemed fit by monday.com. In case of a material change, monday.com will provide Partner with 30 days prior written notice of such modification by e-mail.

9.5.Entire Agreement. These Project PS Terms and any terms, policies or appendices incorporated in these Project PS Terms, including by reference, set forth the entire agreements and understandings between the Parties hereto relative to the provision of Project Professional Services under Projects as set forth  herein and supersede all other agreements, oral and written, therefore made between the Parties hereto, including any Professional Services Addendums previously executed between the Partner and monday.com.