Schedule 7: Professional Services
Version 1.0, effective as of 23 March 2026
1. Service-Specific Definitions
"Co-Funded Feature" means a feature, enhancement, or component developed by Avalonia UI for incorporation into Avalonia UI's products, the development of which is funded in whole or in part by the Licensee under a Co-Funded Feature Order Form.
"Custom Development Services" means development services in which Avalonia UI develops code for delivery into the Licensee's codebase, including but not limited to complex UI implementations, platform-native integrations, performance-critical rendering, plugin and extensibility systems, and migration components.
"Deliverables" means any source code, object code, configurations, documentation, or other work product produced by Avalonia UI and delivered to the Licensee as a result of the Professional Services, as specified in the Order Form. For the avoidance of doubt, Deliverables are Service Materials as defined in the Master Terms, except to the extent that ownership is expressly assigned to the Licensee under Section 5.
"Optimisation Services" means diagnostic and remediation services in which Avalonia UI analyses and resolves performance, rendering, memory, or platform-specific issues affecting the Licensee's application, including rendering optimisation, memory profiling, and platform-specific fixes. Remediation may be applied to the Licensee's application code, to Avalonia UI's own framework or products, or to both, at Avalonia UI's discretion.
"Professional Services" means, collectively, Optimisation Services, Custom Development Services, and any related consulting or advisory work, as further specified in the applicable Order Form.
"Service Site" means the physical location at which Professional Services are to be provided onsite, as specified in the Order Form.
2. Scope of Professional Services
2.1 Engagement
To engage Avalonia UI for Professional Services, the Licensee must submit a request via email or the Avalonia UI website specifying in sufficient detail the nature and scope of services required. Avalonia UI will review the request, assess feasibility, and determine the final nature, scope, pricing, and other terms it is able to offer. Avalonia UI will respond within a reasonable timeframe and reserves the right to decline any request for any or no reason.
2.2 Ordering
The details of each engagement must be agreed in an Order Form, which shall specify at a minimum: (i) the type of Professional Services (Optimisation Services, Custom Development Services, Co-Funded Feature, or a combination); (ii) the scope of work and any Deliverables; (iii) the estimated timeline; and (iv) the fees. Avalonia UI will only be obliged to provide Professional Services once all fees under the Order Form have been paid, unless the Order Form expressly provides otherwise.
2.3 Changes
Any changes to the terms of a mutually accepted Order Form may only be made by amending the Order Form or issuing a new one. Avalonia UI is not obliged to accept any change request. All agreed changes must be confirmed in writing.
2.4 Delivery
Professional Services will be delivered during the term specified in the Order Form or otherwise agreed in writing between the parties' representatives. Unless agreed otherwise, Professional Services will be provided during Business Hours and shall not exceed eight (8) hours in any one day.
3. Optimisation Services
3.1 Scope
Where the Order Form specifies Optimisation Services, Avalonia UI will analyse, diagnose, and where feasible remediate performance, rendering, memory, or platform-specific issues affecting the Licensee's application.
Avalonia UI may, at its discretion, implement fixes in the Licensee's application code, in Avalonia UI's own framework or products, or in both, depending on where the most effective solution lies. Where a fix is made in Avalonia UI's framework, it will be made available to the Licensee through the normal Software Update process and may also benefit other Avalonia UI licensees.
The Licensee acknowledges that Optimisation Services require full access to the Licensee's application code and runtime environment, and that the nature and extent of improvements achievable will depend on the Licensee's application architecture and the underlying cause of any issues identified.
3.2 Access Requirements
The Licensee must provide Avalonia UI with access to the Licensee's source code, build systems, test environments, and any other resources reasonably required to diagnose and resolve the issues described in the Order Form. Any access credentials or sensitive information provided shall be treated as Confidential Information under the Master Terms.
3.3 Recommendations
As part of Optimisation Services, Avalonia UI may provide the Licensee with written recommendations for further improvements that fall outside the scope of the current Order Form. Such recommendations do not constitute a warranty that the improvements described will be achievable, and implementation of any recommendations is at the Licensee's own risk unless carried out by Avalonia UI under a further Order Form.
4. Custom Development Services
4.1 Scope
Where the Order Form specifies Custom Development Services, Avalonia UI will develop and deliver production-ready code and/or components as described in the Order Form. The Deliverables will be designed to integrate into the Licensee's existing codebase.
4.2 Specifications
The Licensee is responsible for providing clear and complete specifications for the required Deliverables. Avalonia UI will develop the Deliverables in accordance with the specifications set out in the Order Form. Where the Order Form does not specify a particular technical approach, Avalonia UI shall use its reasonable professional judgement.
4.3 Acceptance Testing
Unless the Order Form provides otherwise, the following acceptance process shall apply:
(a) Upon completion of each Deliverable (or phase thereof), Avalonia UI will notify the Licensee and make the Deliverable available for review.
(b) The Licensee shall have ten (10) Business Days from receipt of the Deliverable to test it against the specifications in the Order Form and either accept the Deliverable or provide a written rejection notice identifying specific failures to conform to the agreed specifications.
(c) If the Licensee provides a valid rejection notice, Avalonia UI shall use reasonable efforts to correct the identified non-conformities and resubmit the Deliverable for a further acceptance period of ten (10) Business Days.
(d) If the Licensee does not provide a rejection notice within the applicable acceptance period, the Deliverable shall be deemed accepted.
5. Intellectual Property in Deliverables
5.1 Custom Development Deliverables
Subject to full payment of all fees under the applicable Order Form, Avalonia UI assigns to the Licensee all intellectual property rights in and to Custom Development Deliverables that are specific to the Licensee's application and are not based on, derived from, or incorporated into Avalonia UI's pre-existing intellectual property, the Software, or any Open-Source Components.
5.2 Retained Rights
Notwithstanding Section 5.1, Avalonia UI retains all intellectual property rights in and to: (a) the Software and any modifications or enhancements thereto; (b) Avalonia UI's pre-existing tools, libraries, methodologies, frameworks, and know-how; (c) any general-purpose code, patterns, or techniques developed in the course of providing Professional Services that are not specific to the Licensee's application; and (d) all Co-Funded Features. The Licensee is granted a non-exclusive, perpetual, royalty-free licence to use any retained materials delivered to the Licensee solely as part of the Licensee's application, subject to the terms of the Master Terms.
5.3 Co-Funded Features
All intellectual property rights in and to Co-Funded Features belong exclusively to Avalonia UI. Co-Funded Features will be incorporated into Avalonia UI's products at Avalonia UI's discretion and made available to other licensees under Avalonia UI's standard licensing terms. The Licensee's contribution does not confer any ownership interest, exclusive use rights, or preferential access, except as expressly agreed in the Order Form.
6. Customer Responsibilities
6.1 Cooperation
The Licensee must provide Avalonia UI with all cooperation specified in the Order Form or reasonably required to complete the Professional Services, including granting access to relevant information, the Licensee's personnel, and the Licensee's systems. Delays caused by the Licensee's failure to provide timely cooperation may result in adjustments to the timeline and fees as agreed in writing.
6.2 Onsite Access and Safety
If the Order Form specifies that Professional Services will be provided at the Licensee's Service Site, the Licensee must provide appropriate access to the Service Site (including any necessary security clearances), equipment, and instructions. The Licensee must provide a safe environment at the Service Site, maintain reasonable safety and security policies, and comply with all applicable laws to ensure the health and personal safety of Avalonia UI's employees, contractors, and representatives.
Avalonia UI may change, delay, or cancel Professional Services provided at the Licensee's Service Site at any time, including after they have commenced, if Avalonia UI reasonably believes that the safety or well-being of any Avalonia UI representative is compromised in any way.
7. Personnel and Non-Solicitation
Professional Services will be rendered by suitably qualified and experienced Avalonia UI personnel and/or subcontractors. During the term of each Order Form, and for a period of six (6) months following the expiration or termination thereof, the Licensee shall not actively solicit the employment of any Avalonia UI personnel directly involved in providing Professional Services under the relevant Order Form. This restriction does not apply to general recruitment advertising not targeted at Avalonia UI personnel.
8. Onsite Expenses
If Professional Services are provided at the Licensee's Service Site, the Licensee is responsible for all reasonable incidental expenses incurred by Avalonia UI, including but not limited to airfare and other travel costs, accommodation, and local transport between accommodation and the Service Site. These expenses will be calculated on the basis of Avalonia UI's reasonable estimate plus ten percent (10%) and invoiced together with the fees.
9. Cancellation and Rescheduling
9.1 Cancellation by the Licensee
The Licensee may cancel Professional Services by providing written notice to Avalonia UI. If notice is given fewer than ten (10) Business Days before the scheduled start date, Avalonia UI may retain the full fee. If notice is given ten (10) or more Business Days before the scheduled start date, Avalonia UI will refund the fee less any non-recoverable expenses already incurred. Where Professional Services are already in progress, Avalonia UI will invoice for all work completed up to the date of cancellation.
9.2 Cancellation by Avalonia UI
Avalonia UI may: (i) cancel or reschedule Professional Services for convenience on at least ten (10) Business Days' notice; (ii) cancel the Professional Services immediately if provision becomes unlawful or impracticable due to applicable law, regulation, or government directive. Where Avalonia UI cancels under this section, it will refund any fees paid on a pro rata basis for services not yet delivered.