VirtusNova Professional Services Terms
Last updated: January 2, 2026
These VirtusNova Professional Services Terms (the “Professional Services Terms”) apply to all onboarding, training, implementation, advisory, and other professional services purchased by Customer as part of the VirtusNova Enterprise Services pursuant to an Enterprise Service Order, Service Order, Authorization Form, statement of work, or similar ordering document mutually agreed by the parties (each, an “Order”) (collectively, the “Professional Services”).
These Professional Services Terms are incorporated into, and form part of, the terms applicable to Customer’s access to and use of the VirtusNova Enterprise Services (the “Enterprise Terms”). Capitalized terms not defined in these Professional Services Terms have the meanings given to them in the Enterprise Terms (including, where applicable, the Product Terms, AI Features Terms, SLA, Usage Policy, and Data Processing Addendum).
For purposes of these Professional Services Terms, “you,” “your,” “Customer,” or “Company” refers to the entity receiving the Professional Services, and “VirtusNova,” “we,” “us,” or “our” refers to Wilken UG (haftungsbeschränkt), operating as VirtusNova.
1. Professional Services
VirtusNova will provide the Professional Services for the term and scope set forth in the applicable Order. VirtusNova will perform the Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards.
Unless expressly stated otherwise in an Order, Professional Services are advisory in nature and do not include the development of custom software, custom integrations, or bespoke functionality.
2. Customer Cooperation
Customer acknowledges that timely and effective performance of the Professional Services depends on Customer’s cooperation. Accordingly, Customer will:
Make relevant personnel reasonably available as requested by VirtusNova;
Allocate sufficient internal resources;
Perform required tasks and provide required materials, including Customer Content, as reasonably necessary;
Respond promptly to VirtusNova inquiries related to the Professional Services; and
Provide complete, accurate, and timely information, data, and feedback.
If Customer fails to meet its obligations under this Section, VirtusNova may experience delays and reserves the right to adjust delivery timelines and/or charge additional fees for resulting rework or additional effort.
3. Time of Performance
VirtusNova will use commercially reasonable efforts to deliver the Professional Services in accordance with the schedule specified in the applicable Order or otherwise agreed in writing.
Notwithstanding the foregoing, VirtusNova may reasonably modify the delivery schedule upon notice to Customer due to dependencies, Customer delays, scope adjustments, or circumstances beyond VirtusNova’s reasonable control. VirtusNova will use commercially reasonable efforts to minimize any resulting delays.
4. Scope Changes
Customer may request changes to the scope of the Professional Services (each, a “Change”). If VirtusNova determines that it can accommodate a requested Change, VirtusNova will issue a revised or supplemental Order describing the Change, including any applicable fee adjustments, timeline changes, or additional terms.
No Change will be effective unless mutually agreed in writing. If a Change is not agreed, the original Order will remain in full force and effect.
5. Subcontractors
VirtusNova may, in its discretion, use qualified subcontractors to perform portions of the Professional Services. VirtusNova remains responsible for the performance of the Professional Services in accordance with these Professional Services Terms, whether performed by VirtusNova personnel or subcontractors.
6. Intellectual Property
6.1 License to Training Materials
During the term of the applicable Order, VirtusNova grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use any training materials, documentation, or written deliverables provided by VirtusNova solely for Customer’s internal business purposes in connection with its authorized use of the VirtusNova Services.
6.2 Professional Services and Background IP
As between the parties, VirtusNova retains all right, title, and interest in and to:
The Professional Services;
Any methodologies, processes, tools, templates, know-how, techniques, documentation, materials, or other works used or developed by VirtusNova in connection with the Professional Services; and
Any pre-existing or independently developed intellectual property of VirtusNova (collectively, “Background IP”).
For clarity, Background IP does not include Customer Content. Nothing in these Professional Services Terms transfers ownership of VirtusNova Background IP to Customer.
7. No Warranty; No Guarantee of Outcomes
Professional Services are provided on an advisory and best-efforts basis. VirtusNova does not guarantee specific business outcomes, performance metrics, regulatory compliance results, or financial results arising from the Professional Services.
Except as expressly stated in these Professional Services Terms, the Professional Services are provided “as is”, and all warranties are disclaimed to the maximum extent permitted under applicable law, as set forth in the Enterprise Terms.
8. Fees and Expenses
Fees for Professional Services are as set forth in the applicable Order. Unless otherwise stated, fees are non-refundable once Professional Services have commenced.
Unless expressly included in the applicable Order, Customer is responsible for any reasonable, pre-approved out-of-pocket expenses incurred by VirtusNova in connection with the Professional Services.
9. Termination
Termination of the Enterprise Terms or the applicable Order will automatically terminate any ongoing Professional Services. Upon termination:
Customer remains responsible for payment of all fees incurred up to the effective termination date; and
Any unused Professional Services hours or credits will expire unless otherwise expressly agreed in writing.
10. Governing Terms
These Professional Services Terms are subject to the Enterprise Terms. In the event of any conflict, the Enterprise Terms will control unless expressly stated otherwise herein.
