Success Services Supplemental Terms

Last updated on October 1, 2021

These Success Services - Supplemental Terms (the “Success Supplement”) contain terms and conditions which describe Customer’s rights and responsibilities when purchasing Slack’s implementation, deployment, change management, training or professional services under an applicable order form and/or statement of work. Capitalized terms used but not defined in this Success Supplement, including the terms “Customer” and “Slack”, shall have the meanings given to them in the applicable order form and/or statement of work.

1. Separation

Success Services (as defined in the applicable statement of work and/or order form) are purchased separately from the online workplace productivity tools and platform offered by Slack (the “Services,” as may be further defined in the applicable terms of service or master subscription agreement between Slack and Customer, or their applicable corporate affiliates, for such online workplace productivity tools and platform) and will be exclusively governed by this Success Supplement, even if they are listed on the same order form as the Services. Customer agrees that its purchase of Success Services is not contingent upon the delivery of any future functionality or features in the Services and is not dependent upon any oral or written public comments made by Slack with respect to future functionality or features.

2. Fees

As specified in the applicable order form or statement of work, Success Services will be provided either on a fixed fee basis, payable in advance, or on a time and materials basis, payable monthly in arrears, in the amount specified in the applicable order form or statement of work. Travel and other expenses, if applicable, are additional and will be billed as incurred, however, Slack will seek prior written approval (via email or Slack message will suffice) for individual expenses in excess of $3,000US. Fees do not include any taxes that may be applicable to the purchase in the relevant jurisdiction. All charges are due net thirty (30) days from the invoice date unless otherwise specified in the applicable order form or statement of work.

3. Scope; Scheduling; Changes; Cooperation

Success Services will be delivered in accordance with the applicable order form and/or statement of work, including any dates and milestones specified therein. Scheduling of all Success Services and associated resources is subject to availability and must be agreed to no later than ten (10) business days prior to the date work is scheduled to begin. Any changes to the schedule or scope of work must be made by written change order (via email or Slack message will suffice) prior to implementation of such changes and may result in additional fees. Slack is not responsible for any delays due to changes in scope, scheduling or requirements requested by Customer unless Customer and Slack specifically consent to such changes in writing (via email or Slack message will suffice).

4. Cooperation

Customer acknowledges that Slack’s access to office accommodations, facilities, equipment, and personnel may be essential to the satisfactory and timely performance of the Success Services. Customer is also responsible for: (i) assigning a dedicated internal project manager to serve as a single point of contact for Slack; (ii) defining and maintaining its business objectives and requirements that will guide its use of the Services; (iii) reviewing deployments, implementations, integrations and customizations made to the Services for conformance with relevant requirements; and (iv) administering the Services generally for its own internal business purposes.

5. Ownership

All work products produced by Slack in the course of providing the Success Services will be owned solely by Slack. Upon Customer’s payment of fees under the applicable order form and/or statement of work, Slack hereby grants Customer a worldwide, perpetual, non-exclusive, non-transferable (except to a successor by way of merger, reorganization or sale of assets), royalty-free license to use and modify such work product solely for its internal business purposes related to the Success Services and its use and administration of the Services.

6. Confidentiality

Each party will hold the other’s Confidential Information in confidence, and not use or disclose such Confidential Information other than in connection with performance of obligations hereunder, and, except as otherwise authorized by the disclosing party in writing, the receiving party will limit access to confidential information of the disclosing party to those of its, and its corporate affiliates’, employees and contractors who need that access for delivery of the Success Services and who have signed confidentiality agreements or are otherwise under obligations of confidentiality with the receiving party, or one of its corporate affiliates, containing protections not materially less protective of the confidential information than those herein. "Confidential Information" means all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information will not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law.

7. Warranty; Remedy

Slack warrants that it will provide the Success Services in a professional and workmanlike manner and in accordance with generally accepted industry standards. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Success Services within thirty (30) days of performance in order to receive warranty remedies. Customer's sole remedy for breach of the foregoing warranty will be the prompt re-performance of the deficient services as described and warranted. Should Slack be unable to so re-perform, Customer may terminate for cause pursuant to Section 10 below.

8. Limitation of Liability

In no event will either party be liable to the other for any indirect, incidental, special, consequential, reliance, cover or lost profits damages, whether in contract or tort, even if the other party has been advised of the possibility of such damages. Neither party's aggregate liability for damages hereunder will exceed the total amount of fees paid and/or due by Customer for the Success Services.

9. Termination for Convenience

Either party may terminate any Success Services at any time for convenience by providing the other party with five (5) business days’ prior written notice (via email or Slack message will suffice), except that for Success Services contracted on a fixed-fee basis Slack may only exercise such termination for convenience right in the event Customer has not authorized work to begin within ten (10) calendar days of a scheduled date (as provided in the applicable statement of work or order form).

Upon any such termination for convenience by either Customer or Slack: (i) for time-and-materials based engagements, Customer will pay, in accordance with the “Fees” section of this Success Supplement, any unpaid fees and expenses incurred on or before the termination date or, in the event Customer has pre-paid for such Success Services, Slack will issue a refund for unused fees covering the remainder of the engagement term; and (ii) for fixed fee-based statements of work, Slack will provide Customer with a Success Services Credit (defined below) to be applied to any invoice issued by Slack under a future statement of work for work performed during the remainder of the original statement of work’s term and that will expire at the end of such term. “Success Services Credit” means a credit equal to the amount of prepaid, unused Success Services fees covering the remainder of the term after the effective date of termination for future Success Services to be performed at either the (a) same rate(s) identified in such terminated statement of work or order form for the same Success Services listed on the terminated statement of work or order form; or (b) then-current list rate(s) for other Success Services not listed on the terminated statement of work or order form.

10. Termination for Cause

Either party may terminate this Success Supplement or a statement of work or order form hereunder for cause if the other party is in material breach of this Success Supplement or such statement of work or order form and has not cured such breach within thirty (30) days of written notice specifying the breach. Upon any termination for cause by Customer, Slack will refund to Customer any prepaid, unused Success Services fees covering the remainder of the term after the effective date of termination. Upon any termination for cause by Slack, Customer will pay any unpaid fees covering the Success Services already received as of the effective date of termination. In no event will any termination pursuant to this Section 10 grant Customer a refund of any fees paid or relieve Customer of the obligation to pay any fees payable to Slack for the Success Services rendered prior to the effective date of termination, and such fees are non-cancellable and non-refundable.

11. Independent Contractor

Slack is an independent contractor; nothing in this Success Supplement will be construed to create a partnership, joint venture, employment or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. Each party will maintain appropriate worker’s compensation and general liability insurance for its employees.

12. Subcontractors

Slack may, in its reasonable discretion, use corporate affiliates and/or third party contractors to perform any of its obligations hereunder. Slack will remain responsible for such subcontracted services.

13. Survival

The sections titled “Ownership,” “Confidentiality,” “Warranty; Remedy,” “Limitation of Liability,” “Termination for Convenience,” “Termination for Cause,” “Survival,” “Governing Law,” “Waiver,” “Modification,” and “Entire Agreement,” will survive any termination or expiration of this Success Supplement.

14. Governing Law

This Success Supplement will be governed exclusively by the applicable governing law below, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods, and will depend on where Customer is domiciled.

15. Waiver

The waiver by either party of any default or breach of these terms and conditions will not constitute a waiver of any other or subsequent default or breach.

16. Modification

This Success Supplement may not be modified or amended with respect to outstanding Success Services except in a writing signed by a duly authorized representative of each party (via email or Slack message will suffice). Any terms and conditions that may be attached to or incorporated into a Customer purchase order, whenever received by Slack, will be null and void and superseded in full by these terms and conditions.

17. Assignment

Slack may assign this Success Supplement and/ or any order form or statement of work covered by this Success Supplement, to any of its corporate affiliates.

18. Entire Agreement

This Success Supplement, together with (i) the information pertaining to Success Services in the applicable order form and/ or (ii) the applicable statement of work, (e.g., service description of work; start date; milestones; deliverables; T&M fees), represents the complete agreement between the parties, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the Success Services ordered in the applicable order form and/ or statement of work.

Contacting Slack

Please also feel free to contact us if you have any questions about Slack’s Success Services Supplemental Terms. You may contact us at legal@slack.com or at our mailing address below:

Slack Technologies, LLC
500 Howard Street
San Francisco, CA 94105
United States