General Service Terms

These General Service Terms (this “Services Terms”) are entered into and governed by the Master Subscription Agreement, or other underlying license agreement (the “Agreement”) referenced in the applicable Order Form or Statement of Work (the “Order” or “SOW”) by and between customer referenced in the Order (“Customer”), and Harness Inc. (“Harness”). These Services Terms, the Agreement, and any Order or SOW, constitute the complete agreement regarding services provided under these Services Terms. Except where the contrary is expressly provided, the terms and conditions of the Service Terms, and SOWs shall prevail over any conflicting terms in the Agreement.

Changes to Services will be processed in accordance with the procedure described below.

Any defined terms not specifically defined herein have the meaning given to them in the Agreement.

1. DEFINITIONS

“Business Day” means any weekday, Monday through Friday, for 8 hours, 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.

“Module” 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 project timeline  created by Harness detailing, key project details such as milestone dates and timelines.

“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. .

“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.

SCOPE OF PROJECT, KICKOFF & SPRINTSThe Services 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 Services Terms by reference. To the extent an SOW conflicts with these Service Terms, these Service Terms will control unless specifically stated otherwise in a signed SOW.

The Services begin with a project initiation phase including the initial customer 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 Services. The Kickoff is also intended to determine 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 a clear understatement of work, defined next steps, ensure 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 Sprint generally consists of three working sessions each Business Week. hrThe 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.

2. RESPONSIBILITIES, LIMITATIONS, SCHEDULING & OWNERSHIP

a. 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:
  • 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 provide appropriate technical resources to work collaboratively with Harness.
• 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 Module 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
• Customer will provide timely access to systems, information, and personnel necessary for Harness to perform the services.
• If the SOW includes Advisory Services, those services are at the direction and prioritization of the Customer.
• If the SOW includes Advisory Services, those services must be scheduled in advance
• The implementation approach will follow the "We Guide, You Drive" model described below.

b. 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.

c. Limitations/Exclusions: Customer acknowledges and agrees that following limitations apply to the SOW:

• The Module implementation will be completed using only approved methods by Harness for generally available versions of the Module
  • The Module implementation will be modeled after the Harness Reference Architecture (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) 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 Module implementation in scope for this engagement will be “production-grade” and maintain a sightline to a Moduleion 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.  
• 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 allowed as mutually agreed to.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 Module 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 Module licensed by Customer only, and do not include any consultation, guidance, or support for any other software, products, solutions or materials.

• Custom development or modifications to the Harness platform core code or functionality.
• Creation, delivery or support of custom-built modules or extensions for any Solutions
• Assistance with integrations or features that are not supported by the Harness platform
• Direct implementation of solutions in the customer environment (Harness will provide guidance, but customer technical champions will perform the actual implementation).
• Project management of Customer resources, Customer teams, and/or other Customer  3rd party resources

d. 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.
  • 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.

3. SERVICES APPROACH

Harness will provide subject matter experts to work collaboratively with Customer technical champions using a "We Guide, You Drive" model. This approach has been proven highly effective for similar engagements and offers significant advantages for Customer:

• Enhanced Knowledge Transfer: By having Customer technical champions perform the actual implementation with Harness guidance, knowledge transfer happens organically throughout the engagement. This builds deep expertise within the Customer rather than creating dependency on external resources.
• Streamlined Engagement: This model eliminates time-consuming onboarding processes such as system access provisioning, security clearances, VPN setup, and hardware allocation that add no direct value to the project deliverables.
• Faster Time-to-Value: Customer technical champions gain hands-on experience immediately, accelerating their ability to maintain and extend the solution after the engagement concludes.

Work will be conducted through:

• Synchronous Work Sessions (Virtual Meetings): Interactive sessions where Harness experts guide Customer technical champions through implementation tasks, provide real-time feedback, and address questions.
• Asynchronous Work Periods: Between synchronous sessions, Harness experts will:
  • Research optimal implementation approaches
  • Generate code snippets and configuration templates
  • Prepare documentation and reference materials
  • Develop demonstration scenarios
  • Troubleshoot technical challenges
  • Create architecture and design documents
• Participation in Customer Ceremonies: Where appropriate, Harness will join Customer's regular ceremonies (sprint planning, reviews, etc.) to ensure alignment with internal processes.

All guidance, snippets, documentation, and other deliverables will be provided during synchronous sessions or via agreed communication channels.

4. FEES AND EXPENSES

Customer shall pay to Harness the fees set forth in the applicable Order Form for the Services. Unless otherwise set forth in the applicable Order, 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 Order.

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 Orders section below. Services must be utilized within the term of the Order Form, or else they will be forfeited.

Expenses are not included in the fee set forth above. All expenses incurred sincurred 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. DELIVERABLES

a. 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 ModuleProducts 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.

b. Except as expressly set out in the Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. These disclaimers apply to the full extent permitted by applicable law.

6. TERM AND TERMINATION

The term of these Services Terms begins on the start date of the applicable SOW and continues 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 Services 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, Services Terms, or a SOW by Customer for any reason pursuant to the Agreement, Customer remains responsible for (a) Services performed prior to the effective termination date, and (b) any non-cancellable expenses incurred by Harness. In addition, upon any termination or expiration of the Agreement or the SOW, Harness’s obligation to provide Services shall immediately terminate.

7. CHANGE ORDERS

Either party may request a change to Services or other elements of a SOW upon written notice to the other party (“Change Request”). Within a reasonable time of receipt of a Change Request, each party’s project leads will meet (virtually or in person) to discuss the Change Request. Harness will then prepare a change order describing proposed changes to the SOW, including any adjustments to the schedule, fees or expenses (a “Change Order”). Change Orders are not binding unless expressly agreed to in writing by both parties. If the parties are unable to agree on resolution of a Change Request, either party may commence an escalation process.  If a Change Order reinstates an expired SOW, a reinstatement fee of up to 10% may apply.

8. GENERAL.

The parties agree that all limitations of liability, exclusions of damages, and related risk allocations set forth in the Agreement shall apply to the Services provided under these Services Terms, including any Order or SOW referencing them. Confidentiality obligations applicable to the Deliverables and any related Services are governed by the confidentiality provisions of the Agreement.Harness will not directly implement or operate the Services in the Customer’s production environment. Final implementation decisions and production deployment responsibilities rest solely with the Customer, in line with Harness’s shared responsibility model available at https://trust.harness.io