These General Service Terms (this “General Terms”) are entered into and governed by the Master Subscription Agreement, or other underlying license agreement (the “Agreement”) by and between Customer (“Customer”), and Harness Inc. (“Harness”) (Customer and Harness each a “Party”, and collectively, the “Parties”). These General Terms, the Agreement, and any statement of works (“SOWs”), constitute the complete agreement regarding services provided under these General Terms. Except where the contrary is expressly provided, the terms and conditions of the General Service Terms, and SOWs shall prevail over any conflicting terms or conditions in the Agreement.
Changes to General Terms will be processed in accordance with the procedure described below.
Any defined terms not specifically defined herein shall have the meaning given to them in the Agreement.
1. DEFINITIONS
“Business Day” means any weekday, Monday through Friday, for 8 hours, generally falling between 9:00 A.M. and 5:00 P.M. in the time zone of the Harness implementation engineering team, excluding holidays and weekends, unless otherwise agreed in writing by the Parties.
“Harness Reference Architecture” means a predefined, example implementation and accompanying documentation that outlines the ideal use of Harness products, as provided and updated by Harness from time to time.
“Product” means the specific Harness product modules specified on the applicable order form.
“Project” means the specific set of activities and deliverables outlined in the Statement of Work, aimed at achieving specific objectives as detailed therein. The Project includes all tasks, responsibilities, and resources required to deliver the agreed-upon outcomes, which may encompass the development, implementation, and evaluation of services or products as specified in the SOW.
“Project Plan” means a plan created by Harness detailing the architecture and design for the applicable software module, key project details such as milestone dates, timelines, project prerequisites, and any potential issues that may jeopardize the project timeline. This document will be used to guide the completion of the SOW.
“Service Week” means 5 Business Days, Monday through Friday. The actual duration of a Service Week may vary.
“Services” means the specific Harness professional services under the SOW that may relate to a variety of topics such as consulting, design, onboarding, adoption, implementation, or training, depending on the nature of the Project. The SOW defines the scope, timeline, and performance expectations for these Services, ensuring that both parties understand their roles and responsibilities in achieving the project’s objectives.
“Sprint” means a defined, time-boxed period, typically lasting two to four weeks or as otherwise described in the SOW, dedicated to facilitating the provision of the selected services. Each Sprint involves planning sessions to identify specific tasks followed by execution and feedback collection.
2. SCOPE OF PROJECT, KICKOFF & SPRINTS
The Services and deliverables to be provided by Harness are detailed in the applicable statement of work (“SOW”), which will outline specific tasks, timelines, and responsibilities. The SOW is incorporated into these General Terms by reference.
The SOW shall begin with a kickoff meeting, known as the “ Kickoff”, which will be scheduled by the Harness team taking into account Customer’s preferred schedule. The intent of the Kickoff is to introduce and align stakeholders, decision makers, engineers and the Harness team to ensure clear understanding of the process to be followed and scope of the SOW. The Kickoff is also intended to determine any onsite logistics (if necessary), key technical resources needed from the Customer, and general ways of working during the engagement. The outcome of this meeting should result in the establishment of clear objectives, roles, timelines, and a communication plan, ensuring alignment and readiness for effective execution of the applicable Services and the Project Plan.
Harness will provide a team of service professionals who will work with the Customer during the Sprints in order to implement and deliver the Project as described in the SOW.
Additionally, Harness will schedule a series of working sessions with the Customer during each Sprint. The goal of these working sessions is to provide an opportunity for live collaboration between the Parties’ engineering teams. Each working session will focus on completing tasks for the then current Sprint (as described in the SOW), and will not exceed three (3) hours in duration per Business Day. A minimum of three (3) working sessions each Business Week is the minimum requirement, however a recommended maximum is twenty-five (25) hours total for a given week. The Customer’s engineer(s) should expect to perform follow-on tasks and actions from the live working sessions, and these action items will need to be completed prior to the next live session as part of the overall Sprint in order for the Sprint to move forward.
Customer shall schedule and commit its team members as appropriate to meet the Sprint schedule, and to support Harness in its delivery of the Project pursuant to the Project Plan. Customer’s commitment of its team members is essential to completing the Sprints in a timely manner.
3. RESPONSIBILITIES, LIMITATIONS, SCHEDULING & OWNERSHIP
- Customer Responsibilities:
Harness’s ability to deliver the Services is dependent upon Customer’s full and timely cooperation with Harness, as well as the accuracy and completeness of any information and data Customer provides to Harness. Customer is responsible for delays and any additional costs caused by Customer’s failure to comply with their responsibilities. Harness will therefore not be responsible for any resulting fees or expenses. Customer’s responsibilities are detailed below:
- Customer will complete their required prerequisites set forth in the Project Plan. These prerequisites may include, but are not limited to:some text
- Permissions to manage cloud/on-premise infrastructure
- DNS entries
- TLS Certificate and related keys
- Cloud/on-prem network and/or proxy configuration, if needed
- Airgap systems, if needed
- Customer will provide all requested contact information for the Customer’s key business leaders and stakeholders required for Harness to provide the Services
- Customer will coordinate communications with, and provide contacts for, all third Parties necessary for the completion of the Project Plan
- Customer will deliver timely responses to requests for information, technical questions and requested decisions pertaining to the Project and the SOW. Harness shall not be responsible for any delays in the provision of Services due to Customer’s non-compliance with this requirement
- Customer will diligently manage and supervise Customer’s contractors and service providers as necessary to support the Services
- Customer will coordinate Service implementation on third-Party-maintained hardware/software (if applicable) with Harness
- Customer will assign a designated Subject Matter Expert coordinator (SME) from Customer’s staff who, on its behalf, will grant all approvals, provide information, make decisions, attend meetings, and otherwise be available to assist Harness in facilitating the delivery of the Services
- Customer will assign a designated engineer and appropriate supporting staff to implement the Project Plan
- Customer will assign a designated project manager to facilitate on time delivery of Project Plan
- Customer will ensure the availability of all hardware, firmware, and software required by the SA/SEN to deliver the Services and provide network access to integrate required tooling and systems with the Product including (but not limited to) Artifact Repositories, Version Control Systems, Identity Providers, Log Aggregators, Security Scanning Tools, Monitoring Systems, and Developer Tool platforms
- Customer will provide reasonable access and working space at the site as Harness may request
- Harness Responsibilities:
Harness is responsible for providing the Services. Where Harness is performing Services on-site for a Customer, Harness shall ensure that its personnel conduct themselves in accordance with the standard health, safety, and security policies of Customer applicable to its staff and or visitors generally, as long as such policies are provided to Harness in writing, in advance. Customer agrees to provide written notice to Harness of any applicable non-standard policies (for example, the requirement of security clearance) prior to executing an Order Form for the Services. Harness may perform the Services from locations and/or through use of its affiliates, partners, contractors, and subcontractors, worldwide, provided that Harness will be responsible for such parties.
- Limitations/Exclusions: Customer acknowledges and agrees that following limitations apply to the SOW:
- The Product implementation will be completed using only approved methods by Harness for generally available versions of the Productsome text
- Terraform will be used for automated deployment of the Product when deploying to the commercial offerings of Azure, AWS, or GCP, and manual otherwise
- The Product implementation will be modeled after Harness Reference Architecture and Harness best-practices
- Single Sign On configuration leveraging a non-tested Identity Management Platform that supports the SAML 2.0 standard can only be accommodated on a “best effort” basis and is not guaranteed
- The Product implementation in scope for this engagement will be “production-grade” and maintain a sightline to a Production implementation, BUT it is the Customer's responsibility and prerogative to promote the use cases from a non-production environment to the Customer’s production environment.
- Customer is responsible for any system integrations that are not supported by out-of-the-box integrations.
- Knowledge transfer sessions will be limited to no more than two (2) sessions, totaling no more than four (4) hours in the aggregate, over the entire term of the SOW.
- The Services will be delivered as a single, continuous workstream, as set forth in the Project Plan. Environments requiring multiple engagements, phases, or timelines that exceed the standard timelines are excluded from the scope of the SOW. If Customer requires additional scope, the Parties must execute a Change Order or enter into a separate Order Form and Statement of Work.
- Recording of Meetings and Working Sprints is not allowed unless agreed and documented in the Project Plant.
- All Services are provided remotely unless pre-approved travel arrangements are made with the Customer, subject to the expense reimbursement guidelines set forth in Section 5 below.
- Any implementation of recommendations provided by Harness, such as system configuration, performance tuning, or database design improvements, which are not recommendations for the Product itself, are excluded.
- Once the Implementation Sprint is completed, Customer is responsible for maintaining any changes or improvements to any and all code artifacts, automation work, and/or documentation delivered under the SOW, including the continued support and maintenance of the foregoing.
- The following are expressly excluded from the scope of Services provided under the SOW: (i) hardware maintenance and repair; (ii) software maintenance and upgrades, (iii) instructor led training, (iv) operational runbooks or execution plans.
- Harness standard maintenance and support services are provided in accordance with Harness’ maintenance and support policy, and such services are not part of the SOW.
- The Services provided under the SOW are specific to the designated Product licensed by Customer only, and do not include any consultation, guidance, or support for any other software, products, solutions or materials.
- Scheduling/Governance of Sprints:
- The duration of a Sprint can be a minimum of one (1) Business Week, or a maximum of two (2) consecutive Business Weeks, or as otherwise agreed by the parties.
- Each Sprint will align with a business calendar week.
- The time between Sprints cannot exceed more than two (2) Business Weeks, unless otherwise agreed by the parties.
- Once a Sprint has started, the Customer is committed to the scope, deliverables and timeline, and the Sprint may not be suspended or delayed.
- If a Sprint is suspended or delayed due to the acts or omissions of Customer or its personnel, then the remaining work for that Sprint will be canceled, if it is the final Sprint that is being suspended. If desired, Customer can request a Change Order for the outstanding work.
- If the canceled Sprint is not the final Sprint, the remaining scope of work under that Sprint will be moved to the next scheduled Sprint as the first and priority tasks.
- The remaining Sprint scope will be worked on a best effort basis, keeping the originally scheduled Sprint dates.
- If the requested suspension or delay impacts the timeline of the remainder of the Project Plan, Customer may re-engage and reschedule the Sprint scope for the next available Sprint, working with the Harness project manager or contact to determine the appropriate timeline given the availability of Harness resources. If there are no remaining Sprints under the SOW, Customer must request a change order for the additional work requested.
- If Customer needs to delay a future Sprint and deviate from the Project Plan, Customer shall notify their project manager or contact in writing at least five (5) Business Days prior to the agreed upon start date of the Sprint. If Customer does not provide such notice, Harness will not complete the Sprint at issue and there will be no credits or refunds available to Customer for the Sprint at issue. some text
- After the delay of a Sprint, Customer must make a written request to Harness to re-engage. Such request must be made at least fifteen (15) Business Days prior to the new requested Start Date. Harness will work with Customer to determine the new Start Date, based on Harness resource availability. The new agreed upon Start Date and any other appropriate updates will be made to the Project Plan. The updated Project Plan must be approved by the Customer in accordance with the approval process outlined above. Once the Project Plan has been approved, the Sprint will officially be rescheduled.
- Ownership:
As between Customer and Harness, Harness retains all right, title and interest in the Services provided and any results of thereof including the deliverables specified in the SOW (collectively, “Deliverables”). Subject to Customer’s payment in full of all fees due under the SOW, Harness grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right and license to use the Deliverables during the applicable Subscription Term in connection with Customer’s use of the applicable Products in accordance with the Agreement. For the avoidance of doubt, Deliverables do not include any Customer Confidential Information, and any Customer Confidential Information contained in the Deliverables shall remain the sole and exclusive property of Customer.
4. FEES AND EXPENSES
Customer shall pay to Harness the fees set forth in the applicable Order Form for the Services. All fees are due up front, in full, and must be paid within 30 days of the invoice date. The payment of all fees is subject to the terms and conditions set forth in the Agreement.
If the work under the SOW exceeds the Project duration, or if Customer requests or requires additional hours beyond the scope of the SOW, the Parties shall execute a change order to the SOW as described in the Change Management section below.
Any Services performed outside of the Project duration or any additional hours of work will be provided by Harness on a time-and-materials (T&M) basis only, at an hourly rate of $325 per hour, unless otherwise set forth in the Change Order. Customer must order a minimum of 10 hours per Business Week under such Change Order, and all additional hours purchased must be utilized within 6 months of the date of the Change Order, or else they will be forfeited. Any work provided on a T&M basis will be invoiced by Harness monthly in arrears. Once the Parties execute a Change Order for additional hours, the fees for such hours are non-cancellable and non-refundable. At the end of the six (6) month period, Harness shall invoice Customer for any remaining hours purchased.
Furthermore, if Customer changes any requirements, additional hours may be required to complete the Services, and the Parties will execute a Change Order to facilitate the change in scope. Such a Change Order may increase the Price of the Services. No additional Services shall be provided unless the Change Order is agreed to in writing by the Parties.
Expenses are not included in the fee set forth above. All expenses incurred shall be in accordance with the Customer’s T&E corporate policy if provided to Harness in writing in advanced, otherwise such expenses shall be incurred in accordance with Harness’s T&E policy. If travel expenses are incurred with respect to this Professional Services program, Harness will invoice for travel expenses as incurred and monthly in arrears and Customer shall pay such invoices in accordance with the terms and conditions set forth in the Agreement. For the avoidance of doubt, all travel expenses must be pre-approved by the customer prior to any trips as part of the SOW. The duration of visits requested by the Customer cannot exceed two (2) Business Days unless mutually agreed in writing.
5. TERM AND TERMINATION
The term of these General Terms begins on the start date of the applicable SOW or the date countersigned below, and shall continue until the sooner of i) the completion, expiration, or termination of the SOW, or ii) the termination of the Agreement.
Upon the expiration or termination of the General Terms, all amounts (including expenses) owed to Harness for Services under the applicable SOW (whether completed or not), will be immediately due and payable in full. Upon termination of the Agreement, General Terms, or a SOW by Customer for any reason pursuant to the Agreement, Customer shall be responsible for payment of all fees for Services rendered and expenses incurred prior to the date of termination. In addition, upon any termination or expiration of the Agreement or the SOW, Harness’s obligation to provide Services shall immediately terminate.
6. CHANGE ORDERS
Unless otherwise mutually agreed by the Parties, any change or modification of the SOW or the Project Plan will be coordinated by the Parties in accordance with this Section 6. Either Party may initiate such requests for a change or modification (each, a "Change Request"). The Party requesting a Change Request will submit a written Change Request to the other Party in a clear and concise manner using a form substantially similar to the sample document attached hereto as Annex 1 (a “Change Order”). Upon the execution of a mutually agreed upon Change Order by both Parties, the obligations of the Parties with respect to such Change Request will be incorporated under the SOW. If a Change Order reinstates an expired SOW, a reinstatement fee of up to 10% may apply.
Annex 1: Sample Change Order