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.
“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.
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.
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:
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.
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.
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.
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.
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