Effective starting: September 13, 2018
Scality – Standard Installation Terms and Conditions
These Standard Installation Terms and Conditions are part of that certain Software License Form (the “Order”), being incorporated in the Order by reference.
1. ADDITIONAL DEFINITIONS
1.1 “Deliverables” means all Intellectual Property, whether in tangible or electronic format, that is expressly identified as a deliverable in a SOW or Service Documentation and/or that is provided to Customer by Scality in the course of providing the Professional Services to Customer, including any analyses, reports, manuals, supporting materials, test results, recommendations and drawings. All Deliverables will be provided in the English language unless otherwise agreed in writing by Scality.
1.2 “Fixed Price Services” means any Professional Services that are billed at a fixed price. Fixed Price Services may include (i) predefined, packaged Professional Services offerings that are described in Service Documentation and/or (ii) Professional Services that are not part of a predefined offering and are described in an SOW.
1.3 “Professional Services” means the training, consulting, installation and other professional services that are listed on Scality price list. Professional Services may be described in Service Documentation and/or a SOW. Professional Services include Fixed Price Services and T&M Services.
1.4 “T&M Services” means Professional Services that are billed on a time and materials basis.
1.5 “SOW” means a mutually agreed upon written statement of work between Scality and Customer that describes Professional Services to be rendered by Scality to Customer.
2. STANDARD INSTALLATION
2.1 Scope of the standard installation
The standard installation is a fixed price service delivered by Scality Technical Services consultants following the four phases below:
2.1.1 Phase 1 – Project Initiation
During this phase, a Scality project manager will work with the Customer remotely to:
- Present the project team and the project methodology
- Identify and review all service prerequisites and any action required by the Customer to meet them
- Schedule the project kick-off meeting
2.1.2 Phase 2 – Project Initiation Planning & Design
During this phase, the Scality project team will take part to a kick-off meeting in the Customer premises to perform the project planning and solution design.
The kick-off meeting will cover the following items:
- team presentation
- review of Customer requirements
- review of the prerequisites to the Customer environment readiness
- presentation of the high-level design of the solution
- scheduling of the project milestones
- agree on follow-up remote meetings
Following the kick-off meeting, the Scality project team will produce a high-level architecture document covering the above items. This document will be approved by the Customer to initiate the Execution phase.
2.1.3 Phase 3 – Execution
In this phase, the Scality project team will check the Customer environment readiness, install and configure the components of the Scality RING according to the architecture document, execute functional tests to validate the system, and provide a standard training session.
The Scality consultant will remotely:
- Check that the hardware is compliant with the BOM and installed as per Scality recommendations
- Test hardware, network and OS by running Scality pre-installation scripts
Scality RING installation and validation
The Scality consultant will perform onsite installation of the Scality RING according the design defined in the architecture document:
- Deploy and configure Scality software on storage nodes
- Deploy and configure Scality software on the supervisor and connector nodes
- Execute of standard functional tests to validate the system
The Scality consultant will provide a 1.5 day training session on the Customer premises covering the following topics:
- RING Overview
- Customer Architecture
- RING Management
- RING Monitoring
- Failure Management
- RING Maintenance
- Customer Support Service
2.1.4 Phase 4 – Project Initiation Project Closure
- final version of architecture document
- contact information and credentials to Customer support portal
2.1.5 List of deliverables
The deliverables of the standard installation are as follows:
- Architecture document
- Test plan
- Training material
2.2. Limitations to Standard Installation
- The standard installation covers up to 3 sites. Installation beyond 3 sites can be provided through a specific SOW.
- Data profiling, data migration, or any activity to transfer workloads to the new Scality RING are out of the scope of this service. Such services can be provided through a specific SOW.
- Deliverables outside of the list described in 2.1.5 is out of the scope of this service and part of other service offerings from Scality Technical Services, typically on a T&M service.
- Application integration testing is limited to basic protocol interfaces. Development of custom integration scripts with application APIs is out of the scope of this service.
- RING testing, tuning and validation is limited to performance tuning for RING backend/remote replication, if applicable. General network and systems performance tuning is beyond the scope of this service.
- Application performance testing is limited to validating application performance through connectors for active protocols. Native application performance optimization is beyond scope of this service.
3. CUSTOMER RESPONSIBILITIES
The Customer will:
- Allow Scality personnel full access to all software and hardware products to be integrated; if security restrictions apply to any systems that impact Scality’s access, the Customer will communicate these to Scality during the kickoff phase, and the Customer will assume additional responsibilities for configuring the system and software in order to be eligible for this service. Scality is under no obligation to perform any portion or all of these services if any access required by Scality to perform these services is not permitted by the Customer.
- Meet all eligibility requirements, service pre-requisites and complete any identified tasks prior to delivery of the execution phase of this service.
- Provide all hardware and software products and be properly licensed for any software that will be implemented as part of this service.
- Allow Scality full access to all locations where the service is to be performed.
- Assign a designated person from the Customer’s staff who, on behalf of the Customer, will grant all approvals, provide information, and otherwise be available to assist Scality in facilitating the delivery of this service.
- Provide a suitable work area for Scality personnel, including access to power, and any network connections required.
- Perform other reasonable activities to help Scality identify, implement, or resolve problems, as requested by Scality.
- Ensure the participation of the Customer’s IT storage administrator, database administrator, network administrator, server administrator, and other selected staff to discuss business/operational objectives and any special requirements.
- Be responsible for the security of the Customer’s proprietary and confidential information.
4.1 Standard Installation Term
Unless terminated earlier as provided herein, this Agreement begins on the Effective Date and will continue in effect until the Professional Services on the applicable Order are complete.
4.2 Standard Installation Termination for Breach.
Either Party may, at its option, terminate these Standard Installation Terms in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and these Standard Installation Terms shall terminate in the event that such cure is not made within such thirty (30) day period.
5. FEES; PAYMENT
In consideration for the Services performed, Customer shall pay to Scality, without offset or deduction, certain Fees, in such amounts as may be determined by reference to an Order. Unless otherwise provided in such Order, all such Fees shall be due and payable within thirty (30) calendar days after date of the Order for Services or the date of the Scality invoice for all other Fees. Customer will pay a late payment interest equal to the European Central Bank main refinancing operations rate plus ten (10) basis points per annum, on all amounts not paid in accordance with this Section 5.1; this interest will begin to accrue on the day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full. Additionally, Customer will pay a flat rate recovery cost indemnity in the minimum amount of €. 40 per unpaid invoice as well as all other costs related to the collection of payments.
All amounts payable under the Agreement shall exclude all applicable value added, sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Scality’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees hereunder, the grant of license rights hereunder, or the delivery of Services. Customer will make all payments required hereunder to Scality free and clear of, and without reduction for, any withholding taxes. If Customer have an obligation to withhold any amounts under any law or tax regime (other than income tax), Customer will gross up the payments so that Scality receives the amount actually quoted and invoiced. If Scality has a legal obligation to pay or collect taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provide Scality with a valid tax exemption certificate authorized by the appropriate taxing authority.