Redgate Professional Services Statement of Work

This Statement of Work ("SOW") sets out the specific Services as selected by You on Your Redgate Quote and Statement of Services, and form part of and are incorporated into Your Professional Services Agreement. Each SOW shall commence on the Commencement Date as set out in the Statement of Services as mutually agreed between the Parties.

1 Interpretation

1.1 Capitalized terms used in this SOW, unless specifically defined in this SOW (including those defined within Parts A, B, C and D, as applicable), have the meanings given to them in the Terms.

1.2 For the purposes of this SOW, the following terms shall have the meanings set out below:

"Professional Services Agreement" means the contract between You and Us for the supply of Services which comprises of this SOW, the Terms, the Redgate Quote and the Statement of Services.

"Project Lead" means each Party’s assigned project lead responsible for the coordination of the Services.

"Services" means the professional services We offer that have been ordered by You which, for the purposes of this SOW, are those services are as set out in Your Redgate Quote and/or Statement of Services.

"Software" means the Redgate software in respect of which the Services are being performed as set out in the Statement of Services.

"Terms" shall mean the Redgate Professional Services Terms and Conditions as found on Our website: https://www.red-gate.com/trust/professional-services-terms-and-conditions.

The relevant additional terms below shall apply to You and form part of the Professional Services Agreement, as specified in Your Redgate Quote and/or the Statement of Services based on the Services chosen by You.

Part A: Configuration Service

1. We shall provide the Configuration Service, in accordance with the Configuration Scope.

2. We shall not be responsible or liable for any delays in relation to the delivery of the Configuration Service, (including delays arising as a result of any third party software or hardware), save where such delays are the direct result of a breach by Us of the Terms.

3. Each Party agrees that We shall not be granted access to Your data or systems and all Configuration Changes must be conducted by Your applicable project team member.

4. You shall be responsible for the Configuration Changes and We shall provide You with the applicable guidance on advice in relation to the Configuration Changes remotely.

5. Each Party agrees to assign a Project Lead and undertakes to co-operate with the Project Lead of the other Party to such extent as is necessary to ensure the smooth delivery of the Configuration Service hereunder.

6. The Configuration Service shall be divided into the four phases as detailed in paragraph 10 below. In the event that services outside the scope of this SOW are required, the Parties will agree any additional fees in advance.

7. Each Party shall comply with its respective obligations/responsibilities as identified below in relation to each phase and understands that a failure to complete all Deliverables shall result in the commencement of the next phase being delayed.

8. You acknowledge that We will only be providing the Services in relation to the Software specified on the Statement of Services.

9. Project Teams

9.1 The Services, and scheduling/configuration of the same with Your Software purchase will be managed by Our team. Each Party shall monitor the progress of the Configuration Service against the phases (as set out below) and any agreed timescales and agrees to assign a project team to the SOW. Each Party shall nominate a Project Lead to take responsibility for the delivery of the Services.

9.2 The project teams of the Parties shall co-operate with each other in all respects to ensure the efficient project management of the Configuration Service according to this SOW.

10. Phases

10.1 Discovery and Scoping Phase:

(i) Outline of phase objectives: During this phase the Parties will work together to mobilize the project teams, establish Your requirements and, taking into account the Completion Window, agree the timeline for the Configuration Service.

(ii) Joint Responsibilities: Both Parties will:

• Mobilize the project teams
• Each Party will assign a Project Lead
• Identify Your Key Stakeholders
• Agree the Configuration Scope
• Agree timeline

(iii) We will: host a remote, for an allocated time as set out within the Statement of Services workshop for the purpose of obtaining information on Your:

• Key stakeholders and their specific goals
• Technical requirements
• Environment requirements
• Process requirements
• Key challenges
• Schedule remote delivery session, where applicable

(iv) Your Responsibilities: You will:

• Ensure that Key Stakeholders are allocated to Your project team and made available for the information gathering exercise during such times as are agreed by the Parties and provide such information as is necessary in order for Us to establish Your requirements.
• Confirm acceptance of Implementation Plan by email to such email address as is notified to You by Us.

(v) Deliverables:

• Completed Implementation Plan

(vi) Expected timeframe for completion of phase: as mutually agreed in the Statement of Services.

10.2 Delivery Phase:

(i) Outline of phase objectives: During this phase We will provide You with the guidance and support to enable You to complete the Implementation Plan.

(ii) We will:

• Based on the Implementation Plan, We shall as set out in the Statement of Services either: (a) host a scheduled workshop with Your project team to monitor and support You to make the Configuration Changes within the Software; or (b) Our project team can write the necessary scripts to enable You to make the Configuration Changes in the Software in isolation.
• Provide best practice guidance aligned with Your Configuration Scope.
• Schedule a review session to determine the success of the Configuration Changes.

(iii) Your Responsibilities: You will:

• Ensure that Your project team has the necessary technical knowledge and experience to perform the Configuration Changes.
• Ensure that the infrastructure is accessible to Your project team through the Configuration Period.
• Ensure that the test system is accessible to Your project team through the Configuration Period.
• In advance of the Configuration Changes, ensure that Your project team are able to share screen with Our project team and communicate with them through standard communication platforms and promptly advise Us of any issues.
• Where applicable comply at all times with the requirements and instructions provided in the Implementation Plan.
• Ensure that Your project team has access to the internet to download any required software or updates that may be required during the Configuration Period.

(iv) Deliverables:

• Completed Configuration Changes of Software in accordance with this SOW and the Implementation Plan.

(v) Expected timeframe for completion of phase: Within the Configuration Period (as agreed). We will only extend the Configuration Period (which may include rescheduling the Completion Window):

• in the event that a Deliverable has not been achieved during the applicable Configuration Period as a direct result of a fault on Our part; or
• subject to any agreement on any additional costs that may be applicable to such extension.

10.3 Review Phase:

(i) Outline of phase objectives: During this phase We will work with Your project team to address any issues that arise following completion of the Configuration Changes.

(ii) We will: provide a one hour remote session giving You access to Our project team for any outstanding queries arising from the Configuration Changes. Any ongoing support of the Software will only be provided if You have purchased an applicable support package, in which case such support is subject to the terms of the applicable EULA Terms. We will also complete a customer satisfaction survey during this session.

(iii) Your Responsibilities: You will:

• Ensure that Your project team raise any queries arising after the Configuration Changes in the dedicated communication channel.
• Provide Your feedback to Us via the customer satisfaction survey.

(iv) Deliverables:

• Hosted review session.
• Complete customer satisfaction survey.

(v) Expected timeframe for completion of phase: No later than 1-4 working days prior to the expiry of the Completion Window, unless otherwise agreed in writing.

11. Definitions applicable to Part A

11.1 For the purposes of this Part A, the following terms have the following meanings:

"Configuration Changes" means the agreed changes required to meet the Configuration Scope as set out in the Implementation Plan.

"Configuration Period" means the total period as agreed by You and Us during which the Configuration Package will take place as set out in the Statement of Services.

"Configuration Service" means the support services provided by Us to assist You with the Configuration Changes in the Software, as detailed in this SOW.

"Implementation Plan" means the mutually agreed plan to deliver the Configuration Package.

"Key Stakeholders" means members of Your organization who have the required knowledge to perform the Configuration Changes and Your obligations under this SOW, and to receive the Configuration Package as provided to You by Us.

Part B: Guided Installation

1. We shall provide the Guided Installation in respect of a single installation of the Software on the devices for which the licenses have been purchased.

2. We shall not be responsible or liable for any delays in relation to the Installation, (including delays arising as a result of any third party software or hardware), save where such delays are the direct result of a breach by Us of the Terms.

3. The Guided Installation shall be divided into the four phases as detailed in paragraph 6 below. In the event that services outside the scope of this SOW are required, the Parties will agree any additional fees in advance.

4. Subject to paragraph 2 above, each Party shall comply with its respective obligations/responsibilities as identified below in relation to each phase and understands that a failure to complete all Exit Gates applicable to one phase shall result in the commencement of the next phase being delayed.

5. Project Teams

5.1 The Services, and scheduling/integration of the same with Your Software purchase will be managed by Our team. Each Party shall monitor the progress of the Guided Installation against the phases and any agreed timescales and agrees to assign a project team to the SOW. Each Party shall nominate a Project Lead to take responsibility for the delivery of the Services.

5.2 The project teams of the Parties shall co-operate with each other in all respects to ensure the efficient project management of the Guided Installation according to this SOW.

6. Phases

6.1 Plan Phase:

(i) Outline of phase objectives: During this phase the Parties will work together to mobilize the project teams, establish Your requirements and, taking into account the Completion Window, agree the timeline for the Guided Installation.

(ii) Joint Responsibilities: Both Parties will:

• Mobilize the project teams
• Agree timetable in writing

(iii) We will:

• Provide Your project team, once identified by You, with questionnaires in order to establish Your requirements.
• Host a remote, full day information gathering workshop for the purpose of obtaining information on Your:
• Technical requirements
• Environment requirements
• Usage and performance requirements
• Security & access requirements

(iv) Your Responsibilities: You will:

• Ensure that Key Stakeholders are allocated to Your project team and made available for the information gathering exercise during such times as are agreed by the Parties and provide such information as is necessary in order for Us to establish Your requirements.
• Return questionnaires to Us 3 days prior to the completion of the information gathering workshop.

Confirm acceptance of timetable by email to such email address as is notified to You by Us.

(v) Deliverables:

• Information gathering workshop.
• Completed questionnaires.

(vi) Exit Gate:

• The Exit Gates for this phase are:
• Project teams mobilized
• Agreed timeframe for completing Guided Installation

(vii) Expected timeframe for completion of phase: as mutually agreed in the Statement of Services.

6.2 Define Phase:

(i) Outline of phase objectives: During this phase We will document the target architecture and any technical requirements required to complete the Guided Installation.

(ii) We will:

• From the information provided during the information gathering exercise and questionnaires, document Your requirements and prepare the Hardware Specification Document Architecture Specification Document and Installation Documentation.
• Schedule the Installation Windows. Unless otherwise agreed, the Installation Period shall comprise of up to three Installation Windows on such days and times as agreed by You and Us but subject to Your obligation to complete the Guided Installation during the Completion Window.
• Share the documentation referred to above with You no later than 10 days (or such other timeframe as agreed) in advance of the date agreed for the first Installation Window.

(iii) Your Responsibilities: You will:

• Ensure that Your project team reviews the Hardware Specification Document, Architecture Specification Document and Installation Documentation provided and notifies Us promptly if You identify any issues. Your formal acceptance of the documentation is required by 5 days of receipt of such documentation.
• Complete any pre-requisite steps required of You in the above documentation.
• Ensure that the infrastructure is complete and available, as per recommended specification set out in the Hardware Specification Document and Architecture Specification Document in advance of the first Installation Window.
• Ensure that the test system is provisioned and available as per recommended specification set out in the Hardware Specification Document and Architecture Specification Document in advance of the first Installation Window.

(iv) Deliverables:

• Hardware Specification Document.
• Architecture Specification Document.
• Installation Documentation.

(v) Exit Gate:

• The Exit Gates for this phase are:
• Your acceptance of the Hardware Specification Document, Architecture Specification Document and Installation Documentation
• Installation Windows scheduled
• Your confirmation that the infrastructure is complete and available
• Your confirmation that the test system is available

(vi) Expected timeframe for completion of phase: as mutually agreed in the Statement of Services.

6.3 Install Phase:

(i) Outline of phase objectives: During this phase We will provide You with guidance and support to enable You to complete the Installation of the Software.

(ii) We will:

• Host the scheduled Installation Windows, monitor the Installation and provide guidance to enable Your project team to:
• Complete the Installation of Software within the Installation Period
• Resolve issues that arise during the Installation
• Test connection to test systems
• Create and maintain a dedicated slack channel for rapid escalation of issues during the Installation.

(iii) Your Responsibilities: You will:

• Ensure that Your project team has the necessary technical knowledge and experience to perform the Installation.
• Ensure that the infrastructure is accessible to Your project team through the Installation Period.
• Ensure that the test system is accessible to Your project team through the Installation Period.
• In advance of the Installation, ensure that Your project team are able to share screen with Our project team and communicate with them through standard communication platforms and promptly advise Us of any issues.
• Comply at all times with the requirements and instructions provided in the Installation Documentation.
• Ensure that Your project team has access to the internet to download any required software or updates that may be required during the Installation Period.

(iv) Deliverables:

• Completed Installation of Software in accordance with this SOW.
• Dedicated communication channel which is available until completion of the Guided Installation.

(v) Exit Gate:

• The Exit Gates for this phase are:
• Validation of correct Installation
• Activation of license for Software
• Successful connection to test system

(vi) Expected timeframe for completion of phase: Within the Installation Period (as agreed). We will only extend the Installation Period (which may include rescheduling an Installation Window):

• in the event that a Deliverable has not been achieved during the applicable Installation Window as a direct result of a fault on Our part; or
• subject to any agreement on any additional costs that may be applicable to such extension.

6.4 Review Phase:

(i) Outline of phase objectives: During this phase We will work with Your project team to address any issues that arise following completion of the Installation.

(ii) We will:

• Provide a one hour remote session giving You access to our project team for any outstanding queries arising from the Installation, including those queries raised in the slack channel. Any issues that are not raised prior to or during the session will be deemed out of scope of the Guided Installation. Any ongoing support of the Software will only be provided if You have purchased an applicable support package, in which case such support is subject to the terms of the applicable EULA Terms. We will also complete a customer satisfaction survey during this session.
• Close the dedicated communication channel post remote session.

(iii) Your Responsibilities: You will:

• Ensure that Your project team raise any queries arising after Installation in the dedicated communication channel.
• Provide Your feedback to Us via the customer satisfaction survey.

(iv) Deliverables:

• Hosted review session.

(v) Exit Gate:

• The Exit Gates for this phase are:
• CSAT from survey complete.
• Closure of dedicated communication channel.

(vi) Expected timeframe for completion of phase: No later than 1-4 working days prior to the expiry of the Completion Window.

7. Definitions applicable to Part B

7.1 For the purposes of this Part B, the following terms have the following meanings:

"Architecture Specification Document" means a document prepared by Us which outlines the architecture specification required for the Installation as identified through the Define Phase.

"Exit Gate" means an item which needs to be completed for the current phase of the Guided Installation to be completed and the next phase to commence.

"Guided Installation" means the support services as detailed in this SOW which are provided by Us to assist You with the Installation.

"Hardware Specification Document" means a document prepared by Us which outlines the hardware specification required for the Installation as identified through the Define Phase.

"Installation" means the actual installation of the Software which is performed by You during the ‘Install phase’ and supported by Us as part of the Guided Installation.

"Installation Documentation" means all documentation prepared by Us which, excluding that which is detailed in the Hardware Specification Document and Architecture Specification Document, details operational and technical requirements, processes and instructions for the Installation as identified through the Define Phase.

"Installation Period" means the total period as agreed by You and Us during which the Installation will take place, made up of the Installation Windows.

"Installation Window" means an individual remote session within the Installation Period, each of which, unless otherwise agreed, shall be four hours in length.

"Key Stakeholders" means members of Your organization who have the required knowledge to perform the Installation and Your obligations under this SOW, and to receive the Guided Installation as provided to You by Us.

Part C: Training

1. We shall provide the Training for the Training Package, in accordance with the Course and subject to the maximum number of Users and other requirements as set out in paragraph 7 of this Part C. You agree that We are under no obligation to perform any Training in the event that such maximum number is exceeded.

2. We shall not be responsible or liable for any delays in relation to the delivery of the Training, (including delays arising as a result of any third party software or hardware), save where such delays are the direct result of a breach by Us of the Terms.

3. Each Party agrees to assign a Project Lead and undertakes to co-operate with the Project Lead of the other Party to such extent as is necessary to ensure the smooth delivery of the Training hereunder.

4. Each Party shall comply with its respective obligations/responsibilities as identified below in relation to each Training Day.

5. Without affecting the generality of clause 5.2 of the Terms, You acknowledge and agree that the Training is being provided without any warranty or guarantee whatsoever as to any results of the Training.

6. Training Timetable

6.1 We shall deliver the Training Package to You/Your Users on the following dates as set out in the Statement of Services.

6.2 Subject to Your obligation to complete the Training Package within the Completion Window, We may agree to reschedule the dates upon which the Training Days comprising the Training Package will be delivered in the event that Your Users are not able to attend a specific Training Day and providing that You give Us no less than 10 working days’ notice of any inability to attend prior to the scheduled Training Day.

7. Maximum numbers of Users and other requirements

7.1 The maximum number of Users that can attend a Training Day is 16.

7.2 You will notify Us of the number of Users for each Training Day comprising the Training Package no later than 5 days before the scheduled Training Day.

8. Course and Training Days

8.1 The overall objective of the Training is to equip Users of the Software with the knowledge and skills as further described in Course Description.

8.2 Where You have not purchased the full Course, the Parties shall mutually agree the topics that shall be included in the Training Day(s) prior to the Completion Window.

9. Definitions applicable to Part C

9.1 For the purposes of this Part C, the following terms have the following meanings:

"Course" means the description of Training as set out in the Course Description chosen by You as set out on Our website: https://www.red-gate.com/trust/professional-services-course-description.

"Training Day" means one full day which includes a subset of the topics set out in the Course as agreed with You.

"Training Package" means the package of Training which You have ordered as set out in the Redgate Quote which comprises one or more Training Days.

Part D: Miscellaneous Services

Where You have selected Miscellaneous Services, We shall agree the Configuration Service and/or Guided Installation and/or Training components set out in this SOW that will apply to such Miscellaneous Services within the Statement of Services. For the avoidance of doubt where You select Miscellaneous Services the associated terms of each Service package component shall apply to the Parties.