1. Confidentiality and Pricing
The information in this document is considered proprietary and confidential to Aqua Security. By the acceptance of this offering, Customer agrees to maintain this confidentiality and use such information for internal purposes only. The pricing and terms offered herein expire within 30 days of the effective date of this order form unless Customer executes and delivers this document to Aqua for countersignature.
2. Term of Agreement
2.1 Please note that any Services acquired shall have effect for a period stated on the quote from the date of purchase and shall immediately expire thereafter. Customer is solely responsible to exploit any hours of work within the aforementioned time period and hereby waives any claims in connection with the expiration of such hours.
2.2 This service will terminate at the same time as the Agreement expires or is terminated or upon completion of the Professional Services, the sooner to occur. Upon expiry or termination, Customer will pay for all unpaid fees and charges for Aqua Professional Services under this SOW already performed, in-progress, and scheduled to occur before expiry or termination takes effect, provided however that such have in fact been performed prior to the expiry or termination taking effect.
3. Consultants and Subcontractors
3.1 Aqua will provide the Aqua Professional Services using skilled and experienced consultants and will perform such services in a professional manner. Other than as stated above, Aqua makes no warranties or representations with respect to the Professional Services.
3.2 From time to time, and at its sole discretion, Aqua may engage a subcontractor to perform any Professional Services, provided that Aqua will (a) impose appropriate contractual obligations upon such contractor and (b) remain responsible to Customer for all duties and obligations under this package.
4. Resource Scheduling
4.1 Within 10 business days of receipt of Customer communication requesting a Professional Services delivery, Aqua Security will initiate a scheduling and scoping call with Customer. Aqua Security makes no warranty as to the availability of Professional Services resources and this statement of work implies no service level agreement regarding the time to engage. A committed minimum of 8 hours per week are required to consider a project actively staffed.
4.2 Services will be provided during the Aqua standard work week and hours commonly accepted in the specific country.
4.3 All services are provided during standard business hours and are in increments of a full hour, unless otherwise agreed and documented in writing.
5. To the extent required for the professional services, remote access to all Customer environments will be granted, for the project duration, including access from non-Customer offices. Aqua Professional Services may be provided on-site at the Project Location or remotely or at such other location as may be mutually agreed.
6. Cancellation Policy
In the event Customer wishes to cancel any hours of work scheduled to be performed by Aqua in accordance with this package, Customer shall provide Aqua no less than: (i) ten (10) business days prior written notice with respect of any cancellation of scheduled remote consultant working sessions; or (ii) fifteen (15) business days prior written notice with respect of any cancellation of scheduled on-site consultant working sessions. If Customer fails to provide the aforesaid prior notice, Customer shall be responsible to pay the Total Estimated Hours and Fees Due to Aqua as well as any additional expenses incurred in advance by Aqua in connection with the anticipated hours of work, including without limitation any flights, accommodation, insurance etc. Scheduled project hours cancelled after these deadlines may be subtracted from the available pool of hours at the discretion of Aqua Security.
Customer may ask to replace a resource for performance issues; should this occur, Aqua Security will make reasonable efforts to provide a similar replacement resource to complete the residency to Customer’s satisfaction.
7. Invoicing
Customer’s billing details are as set out in the table at the front of this SOW. Customer will be invoiced for actual hours of work performed, in accordance with the rates above. Aqua makes no representation or warranty that the Services described in this package will be completed within the estimated hours or estimated fee. Aqua may distribute the estimated hours among different roles as business requirements dictate, provided the total estimated fee for the engagement, including fees for any executed change requests, are not exceeded. The hours above are only available at the agreed upon rates for the scope of Services set forth herein. In case the parties agree that in order to complete the Professional Services additional work hours are required, Aqua shall issue a new SOW reflecting such increased Estimated Hours. Following the acceptance and completion of this package as well as any required customer Purchase Order processes, Aqua will invoice Customer on a monthly basis, in arrears, for the Aqua consultant’s actual hours worked at the rate agreed to in the Aqua Services Information table above.
All reasonable travel expenses will be tracked separately and billed directly to Customer. Travel expenses may include cost incurred from travel (airfare, car rental, mileage, tolls, and lodging) to customer location, if required. Meals, if any, will be billed according to Aqua Security’s internal travel policy and per diem applicable rate.
8. Privacy
With regard to personal data, Customer will not disclose or provide Aqua access to any “personal data,” “personally identifiable information,” or any similar or equivalent concepts (each as defined in applicable data privacy laws).
9. Customer Responsibilities
9.1 Designate a single point of contact to act as the primary technical interface to the Aqua consultant in residence.
9.2 Create and execute Customer communications plan, when necessary, with assistance from the Aqua consultant.
9.3 Provision of Customer personnel to coordinate and perform Customer activities.
9.4 If deployment is in Customer environment:
- Customer will confirm that all hardware (and operating systems), software resources, network connectivity, VPN access and site security for systems intended for integration with, monitoring or management by, or as a data source to the Solution are installed and operational at required configuration and release levels prior to the start of the project. Aqua resources will not be assigned to work on the project until Customer validates that the environment is ready.
- Aqua personnel will be provided with all appropriate security privileges and access to Customer systems in a timely manner.
- All onsite work will be performed at one (1) Customer location. Work necessitating access to other Customer physical locations will be performed from that one (1) Customer location or remotely.
9.5 When the Cloud Native environment is to be implemented, Customer will provision the resources needed within their environment.
9.6 Provide Aqua resources with network setup, appropriate permissions, and console access to Customer systems. Delays due to network access to services are not reflected in the estimate and could result in the need of a Change Request to add more hours to the engagement if network issues cause delay.
9.7 Provide a room with a digital projector and white board (to support knowledge transfer activities) if required.
9.8 Provide remote VPN access for Aqua resources to assist remotely when necessary.
9.9 Customer is responsible for ensuring that each end user complies with end user responsibilities set out in eachpackage.
9.10 Customer and/or end user personnel will have the requisite knowledge and capability related to Customer’s DevSecOps environment. Customer and/or end user will provide Aqua with access to personnel, documentation, equipment, source code, data, systems, and facilities as reasonably required by Aqua to perform the services unless doing so would be illegal under applicable law.
In the event Customer is Aqua’s Partner, then Partner undertakes to assure the end user Customer will perform all the undertakings and responsibilities set forth in the foregoing section.
10. Out of Scope
The following items are deemed out of scope unless agreed to in writing by both parties through the execution of a valid Project Change Request as per Exhibit B of this document.
10.1 Development of custom code.
10.2 Customizations, including, without limitation, customization of 3rd party systems, equipment or operating software.
10.3 Modification or translation of product languages, or the addition of any language that is not currently available within the Aqua Security product(s).
10.4 Loading or configuring of non-Aqua software, including operating systems, databases or scripting languages necessary to complete the Services or the installation of third-party product interfaces, exit coding or interfaces to end user Customer systems and applications.
11. Entire Agreement
The Agreement and any applicable exhibits or referenced documents as defined herein constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. No term or condition contained in Customer’s purchase order or similar document will apply unless agreed upon hereunder, even if Aqua has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by Aqua. No modification or claimed waiver of any provision herein shall be valid except by written amendment signed by authorized representatives of Customer and Aqua.
