Specific Development Agreement

Preamble

RACKSLAB is an open-source software company specializing in solutions that help organizations manage High-Performance Computing (HPC) activities.

The Client wishes to benefit from one or more specific features, adaptations, integrations or developments relating to the Software edited or made available by RACKSLAB.

The Client, acting exclusively for professional purposes, has reviewed the Software and Services offered by RACKSLAB and has verified their suitability for its own technical, operational and business needs.

The Client may submit a request for specific development services through the Platform or by any other process accepted by RACKSLAB.

On the basis of the information provided by the Client, RACKSLAB may issue a Quote describing the Specific Development Services, the applicable Fees, the estimated schedule and, where applicable, the Specification Document.

The Client acknowledges that this Specific Development Agreement forms part of a contractual whole with the General Terms and Conditions accepted by the Client.

Unless otherwise defined in this Specific Development Agreement, capitalized terms shall have the meaning given to them in the General Terms and Conditions.

Definitions

For the purposes of this Specific Development Agreement, the following terms shall have the meaning set out below, whether used in the singular or plural form:

Acceptance : means the express or deemed validation of the Specific Developments by the Client in accordance with Article 11.

Change Request : means any request by the Client to modify, add, remove, extend or change the scope, specifications, schedule, deliverables, technical constraints or conditions of the Specific Developments after acceptance of the Quote.

Deliverables : means the deliverables, developments, features, technical elements, documentation or other items to be provided by RACKSLAB under the Quote and/or Specification Document.

General Terms and Conditions or GTC : means RACKSLAB’s general terms and conditions accepted by the Client.

Open-Source License : means any open-source license applicable to the Software or to any component of the Software, including, where applicable, MIT, LGPL or any other license identified by RACKSLAB.

Quote : means the commercial proposal issued by RACKSLAB and accepted by the Client, specifying the Specific Development Services, Fees, schedule, Deliverables and any specific conditions applicable to the Specific Developments.

Repository : means GitHub or any other online repository, platform, package manager, download link or technical delivery channel used by RACKSLAB to make the Software or Specific Developments available.

Software : means the open-source software solution edited, developed, distributed or made available by RACKSLAB and concerned by the Specific Developments.

Specific Development : means any feature, adaptation, integration, correction, customization, technical development or other software development specifically requested by the Client and accepted by RACKSLAB in the Quote and/or Specification Document.

Specification Document : means the document, technical specification, functional specification, software feature specification, statement of work or any equivalent document describing the expected Specific Developments, technical requirements, functional requirements, constraints, assumptions and, where applicable, software architecture requirements.

Third-Party Component : means any third-party or open-source component, dependency, library, package, API, tool, framework, system or software element not owned by RACKSLAB and used, embedded, connected or required in connection with the Software or Specific Developments.

Contractual Documents and Order of Precedence

The Specific Development Services are governed by the following contractual documents:

1. The Quote accepted by the Client;
2. The Specification Document, where applicable;
3. This Specific Development Agreement;
4. The General Terms and Conditions;
5. Any technical documentation made available by RACKSLAB, solely to the extent it does not contradict the above documents.

In case of conflict between these documents, the document listed first shall prevail over the following documents, but only with respect to the subject matter of the conflict.

The Client’s purchase terms, procurement terms, purchase order terms or any other terms issued by the Client shall not apply, unless expressly accepted in writing by RACKSLAB.

Online Quote Request and Contract Formation

The Client may request Specific Development Services through the Platform by completing the relevant online form and providing the information requested by RACKSLAB.

A request submitted by the Client shall not constitute an Order and shall not bind RACKSLAB.

RACKSLAB may request additional information, reject the request or issue a Quote at its discretion.

Each Quote shall remain valid for the period specified therein. Unless otherwise stated in the applicable Quote, the Quote shall remain valid for sixty (60) days from its date of issue. After expiry of this period, RACKSLAB shall not be bound by the Quote and may issue a revised Quote.

The contract relating to the Specific Development Services is formed when the Client:

1. Accepts the Quote through the Platform or by any other method accepted by RACKSLAB;
2. Accepts this Specific Development Agreement and the General Terms and Conditions; and
3. Where applicable, accepts the Specification Document.

Acceptance creates the contractual commitment and the corresponding Order. Payment and the commencement of the Specific Development Services are governed separately by the Quote and the applicable contractual terms.

The Client acknowledges and agrees that ticking the relevant acceptance box, clicking on any button such as “Accept Quote”, “Sign”, “Confirm”, “Order”, “Pay” or any equivalent button displayed on the Platform, and completing the online acceptance process, shall constitute the Client’s full and binding acceptance of the applicable contractual documents.

RACKSLAB may rely on electronic records, logs, timestamps, identifiers, IP addresses, Account information, Quote acceptance records, version numbers of accepted contractual documents, payment records and any other electronic evidence in accordance with the General Terms and Conditions.

Purpose of the Specific Development Agreement

The purpose of this Specific Development Agreement is to define the conditions under which RACKSLAB provides the Specific Development Services to the Client.

The Specific Developments shall be limited to the scope expressly described in the Quote and, where applicable, the Specification Document.

Any service, development, functionality, integration, support or deliverable not expressly included in the Quote or Specification Document is excluded.

Scope of the Specific Developments

The scope, assumptions, technical constraints, functional specifications, Deliverables, estimated schedule and Fees applicable to the Specific Developments shall be specified in the Quote and/or Specification Document.

Unless expressly stated otherwise in the Quote or Specification Document, the Specific Development Services do not include:

1. Hosting or operation of the Software;
2. Installation, deployment or administration on the Client’s infrastructure;
3. System administration or infrastructure monitoring;
4. Data migration;
5. Cybersecurity audit or penetration testing;
6. Training;
7. Maintenance or Support Services;
8. On-site intervention;
9. Managed services;
10. Development of additional features not described in the Quote or Specification Document;
11. Correction of issues resulting from the Client’s infrastructure, configuration, third-party systems or unsupported versions.

Any excluded service may be subject to a separate Quote.

Client Cooperation and Prerequisites

The Client shall actively cooperate with RACKSLAB throughout the performance of the Specific Development Services.

The Client shall provide RACKSLAB, in a timely manner, with all information, documents, technical specifications, business requirements, environment descriptions, constraints, dependencies, access rights, decisions, validations and cooperation reasonably required by RACKSLAB.

The Client shall ensure that its hardware, software environment, infrastructure, network, operating systems, dependencies, security policies and internal procedures are compatible with the Software and the Specific Developments.

The Client shall appoint competent contacts with sufficient authority and technical knowledge to answer RACKSLAB’s questions, validate specifications and review Deliverables.

RACKSLAB shall not be responsible for any delay, additional cost, defect, incompatibility or failure resulting from incomplete, inaccurate or delayed information provided by the Client, lack of cooperation, unavailable contacts, unsupported environments, incorrect configuration or technical constraints outside RACKSLAB’s control.

Where the Client’s delay or lack of cooperation affects the schedule or cost of the Specific Development Services, RACKSLAB may suspend performance, revise the schedule and/or issue an additional Quote.

Development Process and Schedule

RACKSLAB shall use reasonable professional skill and care to perform the Specific Development Services in accordance with the Quote and, where applicable, the Specification Document.

Unless expressly stated as binding in the Quote, any schedule, delivery date, milestone or development timeline is indicative only.

The schedule depends on the Client’s cooperation, timely validation, availability of technical information, payment of Fees, technical constraints and any Third-Party Components or dependencies.

RACKSLAB is solely responsible for determining the technical means, tools, architecture, methods and resources necessary to perform the Specific Development Services, unless expressly specified otherwise in the Quote or Specification Document.

Change Requests

Any Change Request must be submitted to RACKSLAB in writing or through the Platform.

RACKSLAB may accept or reject any Change Request at its discretion.

Where a Change Request affects the scope, Fees, schedule, technical constraints, Deliverables or assumptions of the Specific Development Services, RACKSLAB may issue an additional Quote or require an amendment before performing the requested change.

RACKSLAB shall not be required to perform any Change Request unless it has been expressly accepted by RACKSLAB and, where applicable, the corresponding Quote or amendment has been accepted by the Client.

Delivery

Unless otherwise specified in the Quote or Specification Document, RACKSLAB shall deliver the Specific Developments by making them available through a Repository, including GitHub, an online repository, download link, package manager, release, branch, merge request, pull request or any other technical delivery channel used by RACKSLAB.

The Specific Developments may be delivered as part of a new version, release, patch, update or branch of the Software.

The Client is responsible for downloading, installing, deploying, configuring, testing and operating the delivered Specific Developments on its own infrastructure, unless specific deployment or integration services have been expressly included in the Quote.

Delivery shall be deemed to occur when RACKSLAB makes the relevant Specific Developments available through the applicable delivery channel or otherwise notifies the Client that the Deliverables are available.

Acceptance / Validation

The Client shall review the delivered Specific Developments within ten (10) Business Days from delivery, unless another period is specified in the Quote or Specification Document.

The Client may either accept the Specific Developments or notify RACKSLAB in writing of any material non-conformity with the Quote or Specification Document.

Any refusal of Acceptance must be written, precise and reasoned, and must identify the alleged material non-conformity.

Minor defects, cosmetic issues, differences not affecting the essential functionalities, or issues resulting from the Client’s infrastructure, configuration, unsupported environment, third-party systems or misuse shall not justify refusal of Acceptance.

If the Client does not notify RACKSLAB of a material non-conformity within the applicable review period, the Specific Developments shall be deemed accepted.

If a material non-conformity is validly notified, RACKSLAB shall use reasonable efforts to correct the non-conformity or provide a workaround within a reasonable time, taking into account its nature and complexity.

Acceptance of the Specific Developments shall not prevent the application of applicable support or warranty provisions, if any, expressly provided in the Quote, Specification Document or General Terms and Conditions.

Fees and Payment

The fees, payment schedule and payment terms applicable to the Specific Development Services shall be set out in the applicable Quote. The Quote may provide for one-time payment or a deposit followed by payment of the balance.

Where expressly provided for in the Quote, the Client shall pay the specified deposit upon acceptance of the Quote. No deposit shall be due unless expressly stated in the applicable Quote.

Where a deposit applies, the balance shall be invoiced and paid in accordance with the milestones, delivery schedule or other payment terms specified in the applicable Quote.

Travel, accommodation and other expenses incurred for any on-site intervention are not included in the Fees, unless expressly stated otherwise in the Quote.

Payment terms, late payment interest, recovery fees, suspension rights and invoicing conditions are governed by the General Terms and Conditions.

RACKSLAB may suspend performance of the Specific Development Services in case of late payment, without prejudice to any other rights or remedies.

Intellectual Property and Open-Source Licensing

The Specific Development Services do not entail any transfer of intellectual property rights to the Client, unless expressly agreed otherwise in a written agreement signed by RACKSLAB.

RACKSLAB retains all rights, title and interest in and to the Specific Developments, including source code, object code, architecture, methods, know-how, tools, libraries, documentation, corrections, adaptations, improvements and related intellectual property rights.

The Client acknowledges that the Specific Developments may be integrated into the Software and may subsequently be made available by RACKSLAB to other clients, users or the open-source community.

Where the Specific Developments are incorporated into or distributed with the Software under an Open-Source License, the Client’s rights to use, reproduce, modify or distribute such Specific Developments shall be governed by the applicable Open-Source License.

Nothing in this Specific Development Agreement shall restrict any rights granted directly to the Client under the applicable Open-Source Licenses.

The Fees paid by the Client are paid in consideration for the Specific Development Services provided by RACKSLAB, and not in consideration for rights already granted free of charge under any Open-Source License.

The Client shall not acquire any exclusivity over the Specific Developments. Any agreement providing for exclusivity, confidentiality or a specific allocation of intellectual property rights shall be set out in a separate written agreement signed by both Parties.

Third-Party Components and Dependencies

The Client acknowledges that the Software and/or Specific Developments may include, use, interact with or depend on Third-Party Components.

Upon the Client’s reasonable request, RACKSLAB shall provide information on the main third-party components used in or in connection with the Specific Developments and, where relevant, the applicable license terms.

Third-Party Components may be governed by their own license terms, documentation, technical requirements, security policies or support conditions.

The Client shall comply with all applicable third-party and open-source license terms.

RACKSLAB may update, replace, remove or modify Third-Party Components where reasonably required for technical, security, compatibility, legal, licensing or maintenance reasons.

Unless expressly stated otherwise in the Quote or Specification Document, RACKSLAB does not provide any warranty regarding Third-Party Components, external systems, third-party infrastructure or components not developed or controlled by RACKSLAB.

The Client is responsible for ensuring that its use, integration, modification, redistribution or deployment of the Software, Specific Developments and Third-Party Components complies with applicable laws and license terms.

Confidentiality

The confidentiality provisions of the General Terms and Conditions apply to the Specific Development Services.

The Client acknowledges that the Specific Developments may subsequently be offered, licensed, distributed, integrated or made available by RACKSLAB to other clients, users or the open-source community, subject to RACKSLAB’s confidentiality obligations.

The Client shall not disclose any non-public technical information, roadmap information, architecture, source code, development methods, pricing or commercial information received from RACKSLAB, except as permitted under the General Terms and Conditions.

Warranties

RACKSLAB shall perform the Specific Development Services with reasonable professional skill and care and in accordance with an obligation of means.

RACKSLAB does not warrant that the Specific Developments will meet all of the Client’s specific expectations, business objectives, performance requirements or operational constraints, unless expressly specified in the Quote or Specification Document.

RACKSLAB shall not be responsible for any defect, incompatibility, delay or malfunction resulting from:

1. The Client’s infrastructure, environment, systems, network, dependencies or configuration;
2. The Client’s failure to provide accurate or complete information;
3. The Client’s failure to install, deploy, update or configure the Software or Specific Developments;
4. Unsupported versions of the Software;
5. Third-Party Components or third-party systems not controlled by RACKSLAB;
6. Modifications made by the Client or by any third party not authorized by RACKSLAB;
7. Misuse or use contrary to the documentation, Quote, Specification Document, General Terms and Conditions or applicable Open-Source Licenses.

Except as expressly provided in this Specific Development Agreement, the Quote or the General Terms and Conditions, all warranties are excluded to the maximum extent permitted by applicable law.

Liability

The liability provisions of the General Terms and Conditions apply to the Specific Development Services.

Without prejudice to any limitation or exclusion set out in the General Terms and Conditions, RACKSLAB’s aggregate liability arising out of or in connection with the Specific Development Services shall not exceed the Fees actually paid by the Client to RACKSLAB under the Quote relating to the relevant Specific Development Services.

RACKSLAB shall not be liable for any indirect, consequential, special or unforeseeable damages, including loss of profits, loss of revenue, loss of business, loss of opportunity, loss of data, loss of goodwill, business interruption, cost of substitute services or claims brought by third parties, except where such limitation is not permitted under applicable law.

Term and Termination

This Specific Development Agreement enters into force on the Effective Date of the contract relating to the Specific Development Services, as determined in accordance with Article 3.

Unless otherwise stated in the Quote, this Specific Development Agreement shall remain in force until delivery and Acceptance of the Specific Developments, without prejudice to any surviving obligations.

Either Party may terminate the Specific Development Agreement in case of material breach by the other Party, in accordance with the termination provisions of the General Terms and Conditions.

Termination shall take effect only for the future.

Subject to any cancellation accepted by RACKSLAB, Fees corresponding to Specific Development Services already performed, Deliverables already delivered, work in progress, non-cancellable commitments or expenses already incurred shall remain due to RACKSLAB.

Termination shall not affect rights and obligations accrued before termination, nor any provisions intended to survive termination, including payment, confidentiality, intellectual property, open-source licensing, liability, evidence, applicable law and jurisdiction.

Reversibility

Where the Client requests assistance from RACKSLAB to recover, export or transfer Client Data in connection with the Specific Development Services, such assistance shall not be included in the Fees unless expressly stated otherwise in the Quote.

Any reversibility, export, migration or transfer assistance may be subject to a separate Quote.

RACKSLAB shall not be responsible for the Client’s own backups, infrastructure, deployment environments or data recovery processes, unless expressly agreed otherwise in writing.

Miscellaneous

The Client acknowledges that the Specific Developments are not exclusive to the Client and may be reused, modified, improved, distributed, commercialized or made available by RACKSLAB, subject to applicable confidentiality obligations and Open-Source Licenses.

RACKSLAB may subcontract all or part of the Specific Development Services in accordance with the General Terms and Conditions.

The Client authorizes RACKSLAB to mention the Client’s name and reproduce the Client’s trademarks as a commercial reference, in accordance with the General Terms and Conditions.

All provisions relating to independence of the Parties, assignment, force majeure, partial invalidity, no waiver, notices, evidence and language are governed by the General Terms and Conditions.

Applicable Law and Jurisdiction

This Specific Development Agreement and the relationship between the Parties are governed by French law.

In the event of any dispute arising out of or in connection with this Specific Development Agreement, including its validity, interpretation, performance, termination or consequences, the Parties submit to the jurisdiction set out in the General Terms and Conditions.