STATEMENT OF WORK TERMS AND CONDITIONS
Last updated April 5, 2024
Unless set forth otherwise in the Statement of Work (“SOW”), the following terms will apply:
1. The Effective Date of the SOW will be the last date of signature or electronic acceptance.
2. For Services performed on a time and materials basis, deliverables will be service hours only and will be deemed accepted upon delivery. Service hours will be invoiced monthly based on actual hours delivered. Cloudera will use commercially reasonable efforts to complete Services described in the SOW but does not guarantee such Services will be completed within the allotted hours or days set forth in the SOW. If additional hours are required, the parties must mutually approve and execute a Change Order as per Section 11 below.
3. In the event Services are quoted in daily rates, daily charges will be prorated based on actual hours worked, including hours in excess of 8 per day.
4. The Services will be performed within the SOW term, or in the event the SOW does not specify a term, Services will be performed within 12 months following the SOW Effective Date (in each instance, the "Period of Performance").
5. In the event that the (i) SOW is terminated by Customer or (ii) the engagement is delayed or stopped by Customer for more than 60 consecutive days, fees will be due for all Services delivered but not yet invoiced or not yet accepted prior to the date of such termination or delay/stoppage, including reimbursement of all expenses incurred by Cloudera in the performance of such Services; provided, however, that if the termination is for cause related to an uncured breach by Cloudera, Cloudera shall not have the right to fees and expenses to the extent they directly relate to the uncured breach. Additionally, in the event of termination by Customer (save for termination for cause related to an uncured breach by Cloudera), any unused prepaid amounts will expire and not be refunded.
6. Prepaid time and materials services must be used within the Period of Performance. Prepaid Services not used within the Period of Performance will expire and no refund will be given.
7. Staffing
Staffing will consist of full-time and part-time Cloudera resources and also may, at Cloudera’s election, include the use of partner resources and/or subcontractors in the provision of the Services. Services will be performed at the Customer location and/or Cloudera locations between the hours of 8:00 AM and 5:00 PM local time (a “Day” where the Services are performed according to a daily rate) Monday through Friday (onsite schedule is Monday through Thursday, or Tuesday through Friday), excluding Cloudera and Customer holidays, unless otherwise mutually agreed upon by both parties.
Cloudera and Customer will mutually agree upon a start date for commencement of Services (“Services Start Date”). Customer agrees that scheduling of Services will require a minimum notice of 10 business days for Services and must be ordered in increments of one (1) week.
Cloudera will use commercially reasonable efforts to schedule resources if given the minimum notice as set forth above. However, Cloudera does not guarantee that every request will be fulfilled within the notice period.
8. Where Customer requests the Services Start Date to be cancelled or rescheduled within 10 business days of the Services Start Date: (i) Customer will reimburse Cloudera for any non-refundable travel expenses that were booked prior to Cloudera’s receipt of Customer’s request to cancel or reschedule; and (ii) Cloudera will be entitled to invoice and Customer agrees to pay for the associated cost of providing one (1) week of Services to be calculated based upon the fees set forth in the SOW.
9. Customer Responsibilities
a. Customer will be responsible for fully describing business requirements to Cloudera including completing a questionnaire from Cloudera along with current ETL and data processing overview.
b. Customer will assign a Project Manager to monitor progress and resolve issues on the Customer side. The Project Manager will also:
i. Be available to Cloudera personnel throughout the life of the project;
ii. Coordinate all interviews and meeting schedules with the Customer team.
c. Customer will assign managers, full-time system administrators and other personnel, as appropriate, to work with Cloudera throughout the project duration. Customer will make a knowledgeable representative available to Cloudera during all phases of the engagement and will engage and participate throughout the project duration. In particular, Customer will work collaboratively with Cloudera to address any issues with Customer's environment in a timely manner.
d. Customer will provide all resources, information, and materials in support of the project set forth in the SOW, including any required items that are outside the scope of the Cloudera Products and Hortonworks Products.
e. Customer will purchase or provide all hardware, software, licenses, staff, current maintenance contracts and environments (including supported Cloud platforms) necessary for Cloudera to provide the Services. Customer will also configure a hardware environment appropriate for installation of the Cloudera Products and Hortonworks Products, as applicable, and associated use case(s) before the Services Start Date.
f. Customer will provide Cloudera personnel with access to Customer's building facilities, computer room facilities, systems (including internet access), passwords, etc., as needed, during normal business hours as well as after hours, if necessary, and a suitable work area commensurate with the number of onsite Cloudera consultants. This access will include access to all necessary documentation, information, and instructions required to complete the engagement set forth in the SOW.
g. Customer will be responsible for determining what of its data qualifies as regulated data subject to one or more regulatory regimes, including, but not limited to, data subject to the Payment Card Industry Data Security Standard (“PCI DSS”), Protected Health Information (“PCI”) subject to the Health Insurance Portability and Accountability Act (HIPAA), financial information subject to the Sarbanes-Oxley Act of 2002, and Personally Identifiable Information (“PII”) subject to various data privacy and/or data security regulations, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") (such regulations hereinafter being referred to as “Data Regulations”). Further, Customer agrees that: (i) it will be responsible for its compliance with these various Data Regulations; and (b) no data subject to such Data Regulations will be provided to Cloudera during the engagement set forth in the SOW.
h. In the event Cloudera utilizes Customer systems or computers that store Cloudera property (either pre-existing to the engagement or created during the engagement), Customer will permit Cloudera the opportunity to remove a copy of such Cloudera property from such system or computer upon or before completion of the services under the applicable SOW.
10. Cloudera Responsibilities. Provided that an Engagement Manager has been allocated to the project, Cloudera will have the following responsibilities:
a. Cloudera will provide a single point of contact to Customer for the duration of the project for coordination and scheduling of project tasks, documentation and any changes to scope requiring a Change Order.
b. Cloudera will coordinate activities of all Cloudera resources and provide consultants with the requisite skills necessary to properly execute the requirements of the SOW.
c. Cloudera will communicate status and changes to status to Customer before and during the engagement.
11. Change Process
If either party wishes to make changes to the SOW, including but not limited to modifying the scope of work or the fees, such changes will only be effective upon mutual approval and execution of a “Change Order” describing such changes. Cloudera will have no obligation to provide Services pursuant to a Change Order unless both parties have executed a Change Order.
12. Delays
Where delays on a fixed fee SOW are solely the Customer’s fault, Customer will be responsible for any additional costs. Such costs will be reasonable and set forth in a Change Order that is approved and executed by both parties as per Section 11.
13. Acceptance Process for Fixed Fee Services
For Services performed on a fixed fee basis to include documentation deliverables or other deliverables (the “Deliverables”), Cloudera will notify Customer upon delivery of the Deliverables and Customer will have three (3) business days to review such Deliverables (the "Acceptance Period") to confirm that the Deliverables conform to any acceptance criteria as may be set forth in the SOW. Within the Acceptance Period, Customer must provide to Cloudera in writing its acceptance of the Deliverables or a notification of any issues or deficiencies. In the event of notification of any issues or deficiencies, Cloudera may, in its sole discretion, either promptly revise the Deliverables and resubmit them for Customer review, or if such revision and resubmission is not reasonably practicable, as Customer’s sole remedy and Cloudera’s exclusive obligation, Cloudera will refund any pre-paid fees for the non-conforming Deliverable, the SOW will terminate and no further fees will be due under the SOW. If Customer fails to provide Cloudera written notice of either acceptance or notification of issues or deficiencies within the Acceptance Period, the Deliverable(s) will be deemed accepted and any related payments will become due.
14. Escalation Process
The escalation process provides a mechanism to alert Project Managers and other management personnel to issues not being resolved. Either Cloudera or Customer may escalate a project issue as follows:
a. Raise the issue initially to the Project Lead.
b. If not resolved at the Project Lead level, an issue report will be generated and the issue will be escalated to the Customer-nominated sponsor.
c. If the issue cannot be resolved within a predetermined period or falls outside the authority of the sponsor, it will be escalated to Cloudera’s VP of Field Technical Services.
15. “Services” as referenced herein and in the SOW means the design, development, operational and other professional services performed or to be performed by Cloudera under the SOW.
16. Policies
Cloudera’s Data Policy and Privacy Statement found at https://www.cloudera.com/legal/policies.html, as may be updated by Cloudera from time to time (the “Data Policy” and the “Privacy Statement,” respectively), will apply to Services.
17. Suspension Rights:
In addition to any of its other rights or remedies (including, without limitation, any termination rights) under this SOW or the Agreement, Cloudera reserves the right to suspend provision of Services to Customer (i) if Customer is more than thirty (30) days overdue on any payment obligation in connection with this SOW or (ii) as required by law or at the request of governmental entities. If suspension is due to past due amounts under (i) above, the applicable Services will be resumed upon receipt by Cloudera of all overdue amounts and any project timelines will be adjusted to account for the period during which the Services were suspended. No suspension under this paragraph will relieve Customer from complying with any of Customer’s obligations under this SOW, including applicable payment obligations.
18. Cloudera Travel and Expense Policy:
All actual expenses incurred by Cloudera personnel in the performance of Cloudera-related business activities will be reimbursed as per the policy below. Expense reports should be submitted on a weekly basis.
Documentation
Cloudera requires expenses to be documented by a scan of the original receipt for expenditures over $25.00 (except for per diem expenses, if any) and must be attached to the expense report in the Cloudera expense system. Although not required for items under $25.00 (except for per diem expenses, if any), receipts should be retained and available upon request.
Overnight Travel
During overnight travel, Cloudera personnel will be reimbursed for actual, reasonable and properly documented meal expenses.
Air Travel
Air travel is to be at the most economical flight cost available. Cancelation fees for changed or rescheduled flights will be billable. For international travel in excess of 8 hours, Economy Plus seating is authorized.
Ground/Automobile Rental
All automobile rental arrangements should be for the most economic class vehicle. Rental cars should be refueled prior to return whenever possible. Under no circumstances will traffic violations, including parking tickets, be reimbursed. When there are 3 or more persons, special luggage considerations, or a legitimate business need, a larger size automobile may be rented.
Use of a personal car in lieu of public transportation or a rental car is permitted when pre‐approved by the Customer.
Mileage reimbursement will be calculated at the then-current U.S. Internal Revenue Service standard mileage rates.
Car Insurance
US/Canada: Insurance should not be purchased.
EMEA/APAC/LATAM: Insurance should be purchased.
Lodging
Cloudera employees are expected to lodge at moderately priced hotels and report the actual room charges plus the applicable taxes under lodging in Cloudera’s expense system.
Laundry
Laundry costs are reimbursed only when travel extends more than 5 consecutive business days and the employee does not return home over the weekend.
Non-reimbursable Expenses
In general, expenditures of a personal nature, unreasonable or excessive expenses, or those not specifically related to the conduct of business are not reimbursable.