Below please find our standard contract terms (version of 11.2021) for provision of Rapid.Space Cloud Services.
BY AND BETWEEN
the user purchasing one of the Rapid.Space services described in Appendix 1, hereinafter referred to as the "Client", party of the first part
Rapid.Space International SAS, a simplified joint-stock company with a share capital of €2 147 270, whose registered office is located at 10 Rue Greneta, 75003 Paris, France, registered in the France Trade and Companies Register under number 883 709 131 00014, represented by its Chief Executive Officer, Mr Jean-Paul Smets, duly authorized for the purposes hereof,
Hereinafter referred to as "Rapid.Space" or the "Service Provider", party of the second part.
The Client and Rapid.Space are also referred to individually as a "Party" and collectively as the "Parties".
IT IS HEREBY AGREED AS FOLLOWS:
The Client plans to purchase one or more Rapid.Space Cloud Services available on Rapid.Space.
Based on the services that the Client purchased, Rapid.Space will provide services related to the service roll-out, operation, maintenance and support.
1.1. Rapid.Space hereby undertakes to provide a set of services (the "Services") relating to Hosting, Monitoring, Operating Management, etc (the “Rapid.Space Cloud Service”) and the provision of user support for this service.
1.2. The Rapid.Space Cloud Service is supplied in the form of a combination of managed infrastructure ("Infrastructure as a Service"), managed platform ("Platform as a Service") and hosted software ("Software as Service") with open APIs.
1.3. The Rapid.Space Cloud Service is accessed through a Rapid.Space panel, which is in turn connected to the Internet.
1.4. The main functional areas covered by the Rapid.Space Cloud Service are described in Appendix 1 - Rapid.Space Cloud Services
1.5. As part of the provision of the Rapid.Space Cloud Service to the Client, the Service Provider shall supply:
1.6 The customisation services to implement by Rapid.Space for a specific industrial, linguistic or regulatory compliance context which involve additional development of the Rapid.Space platform are not included in this contract, a separated customisation contract should be made between the two parties.
In the case of custom services described in the Appendix 1 - Rapid.Space Cloud Services, Rapid.Space provides and ensures the usability of its OM token, along with SDN and Webrunner for the Client. Rapid.Space provides full documentation on using OM tokens, SDN and Webrunner to develop custom services by the Client himself or by Rapid.Space recommended partners. Rapid.Space itself does not provide custom development or deployment services.
Specifically, Rapid.Space itself does not provide services such as:
2.1. The following are treated as contract documents, listed in order of precedence:
a. this framework agreement and the supplemental agreements hereto duly signed by the Parties, if any, or agreed upon through purchase of one of the services listed in Appendix 1
b. any other documents that the Parties jointly decide to treat as contract documents.
2.2. The contract documents referred to in Clause 2.1(a) above are deemed to be in the possession of the Parties and the Parties expressly represent that they are fully aware of the content of those documents and unconditionally accept all of their clauses.
3.1. Rapid.Space acknowledges that it holds all of the rights and licences it needs to grant the Client the rights and provide it the services set out herein.
3.2 The Software Development Kit (SDK), sources and libraries that a third-party developer can use to develop a service and deploy it on Rapid.Space, are provided under Free Software License.
The general structure of the services born by this agreement are described in the Appendix 1 - Rapid.Space Cloud Services.
5.1 Rapid.Space Cloud Service is implemented by the Rapid.Space platform and by cloud server infrastructure provided by selected Rapid.Space partners in different sites and countries.
The Rapid.Space platform consists of an Operation Support System (OSS) and a collection of devops scripts. Rapid.Space platform’s OSS is developed in python language based on the ERP5 software. Rapid;Space platform’s devops scripts are developed in python, buildout and ansible languages based on the SlapOS framework.
Rapid.Space is responsible for the setup of Rapid.Space platform, in particular:
5.2. Rapid.Space is responsible for the operation and maintenance of the Rapid.Space platform, including:
5.3. Rapid.Space provides “trust through transparency” based on the principles of “radical transparency”. In particular:
5.4. Due to lawful interception regulations that exist in virtually all countries, Rapid.Space does not and can not provide any warranty in terms of absence of monitoring. Unlike other cloud providers, Rapid.Space does not try to hide this fact and tries to be as transparent as the law allows to.
It is the responsibility of the Client and Rapid.Space users to rely on encryption or “zero knowledge” technologies available in Rapid.Space platform to protect their data from monitoring. Step-by-step procedures on how to protect privacy are available on the Rapid.Space documentation on https://handbook.rapid.space/
It is the responsibility of the Client and Rapid.Space users to select the infrastructure site which suits them best in terms of local government monitoring. Rapid.Space provides full transparency on the server infrastructure provided by selected partners so that the Client and Rapid.Space users can take the best decision.
5.5. Rapid.Space does not guarantee the result of the performance of Rapid.Space Cloud Service since it is affected by many factors that are out of the control of Rapid.Space such as the network quality of the local DC where the server is located, etc.
5.6. Rapid.Space does not provide data backup services, The Client is suggested to implement Application level backup. If the Client wishes Rapid.Space to take over the backup task, the Client should assign the work to one of Rapid.Space's suggested partners, who can provide :
5.7. Rapid.Space shall provide documentation-based support services, including:
Rapid.Space provides full documentation on https://handbook.rapid.space/. Rapid.Space will make best effort to reply to inquiries from the Client in the form of FAQs or HowTos on the handbook.
5.8. Rapid.Space may provide, as an option to be requested by the Client in return for an extra flat fee, extended technical support services involving the provision of a technical support team available 24 hours a day, 365 days a year, to receive defect reports and handle the defects reported in the Rapid.Space platform that could prevent it from being used by the Client's customers or, more generally, that could prevent the proper performance of the transactions. The 24/7 support is provided through the form of quick response of phone calls, the underlying rate is provided in the Appendix 3 - 24/7 support rate.
5.9. Rapid.Space may provide, as an option to be requested by the Client in return for an extra flat fee, a training service via web meeting. The training service rate is provided in the Appendix 4 - Training service and rates.
5.10. Rapid.Space undertakes to resolve any defects (bugs) reported in the application within no more than eight (8) business days of notice of a request for support or maintenance sent by email by the Client to the support address provided by Rapid.Space.
Rapid.Space users may notify a defect on Rapid.Space Platform’s support request form.
Rapid.Space undertakes to correct any reported defects as swiftly as possible and, if it does not expect to be able to correct the defect within eight (8) business days, it shall immediately inform the Client, specify the time needed to correct it and propose a temporary workaround solution for the problem within two (2) business days to avoid disrupting the smooth running of the Client's internal operations
5.11. Monitoring and Controlling the Quality of the Services
Rapid.Space publishes on https://status.rapid.space/ all incidents resulting from its surveillance system anonymously.
Rapid.Space publishes one audit per year per site. Any customer can request an audit to compare Rapid.Space and https://handbook.rapid.space/ for a defined extra fee. The fee is provided in Appendix 5 - Audit service fees.
The Client and Rapid.Space agree to allocate the various tasks for the roll-out of the Rapid.Space Cloud Service among the Client, Rapid.Space and the chosen partner integrator as follows:
Nature of the Services
Rapid.Space Cloud Service supervision, quality management and management assistance.
Input and administration of the basic data for the Rapid.Space Cloud Service.
Integration of the Rapid.Space Cloud Service with third-party systems, through the REST API.
Client or Rapid.Space's partner
Development of HTML5 applications connected to the Rapid.Space Cloud Service, through the REST API
Configuration of interfaces with the Client's custom applications.
Roll-out of test and production environments for the Rapid.Space Cloud Service.
Documentations to transfer know-how
Training of the Client's users
Client or Rapid.Space (option)
User support, first-level hotline.
Support to the Client's project team
Rapid.Space (best effort)
Corrective maintenance for the configuration of the Rapid.Space Cloud Service rolled out
Perfective maintenance for the configuration of the Rapid.Space Cloud Service rolled out (updating the kernel of the Rapid.Space Cloud Service)
Administration, managed server resources for the Rapid.Space Cloud Service, backups
7.1. Rapid.Space shall be responsible for the following tasks for all of the Services
With regards to advice and warnings, Rapid.Space shall:
In general, Rapid.Space shall:
The Parties note that the definition of the tasks described above is not an exclusive list and, accordingly, Rapid.Space shall carry out all work and produce all documents that are required for the proper performance of the Services for the operation of the Rapid.Space Cloud Service, even if they are not expressly listed above.
7.2. Rapid.Space is liable for the proper operation of the Rapid.Space Cloud Service and its efficiency.
Rapid.Space will be liable for the harmful consequences arising, in particular, from any acts, omissions, wrongdoing, errors or failures committed by it in connection with the performance of this agreement.
Rapid.Space may not be held liable for any indirect damage or loss, in any circumstances whatsoever.
Rapid.Space undertakes to make every effort to provide an efficient service, meeting the Client's needs and to ensure that there is no interruption in the provision of the Rapid.Space Cloud Service.
Rapid.Space may not be held liable in the event that the Client is at fault.
7.3. None of Rapid.Space's warranties or obligations covers any corrections or reprogramming required due to a misuse of information or negligence by the Client or his users, or a breach by the Client of its obligations under this agreement.
7.4 The Parties acknowledge that no one person has possession of or control over the Internet. Accordingly, Rapid.Space cannot warrant that a server will be accessible to any Party at any given time. Rapid.Space shall make every effort required to ensure that the server has the highest availability rate possible with a minimum amount of interruption to the service.
8.1. The Client undertakes to cooperate fully and in good faith with Rapid.Space, to allow it to perform the Services assigned to it in the best possible conditions.
8.2. The Client undertakes to ensure that the members of its project team have a sufficient level of availability, in order to prevent any delay in the work to develop detailed specifications, prototypes and dashboards.
8.3. The Client undertakes to provide all materials required for the performance of the agreement, at Rapid.Space's request, including those required for a thorough understanding of the problems and difficulties faced.
Rapid.Space undertakes not to disclose, without the Client's prior written consent, any of the special configurations, if any, of the Rapid.Space Cloud Service specifically created for the roll-out of the Rapid.Space Cloud Service for the Client treated as trade secrets, such as: the Client's in-house technical interfaces, valuation formulas, determination of prices, nomenclature, taxonomies and logistics workflows.
This commitment does not apply to those items whose disclosure to the Client is necessary to ensure the evolution or proper functioning of the“Rapid.Space Cloud Service”.
10.1. Rapid.Space shall remain the holder of the trade marks and other distinctive signs it owns (specifically, the Rapid.Space trademark). Rapid.Space remains the owner of the knowledge, know-how, processes, information, technical, industrial or commercial data, supplies and software, whether or not protected by an intellectual or industrial property right, that it possessed before the start of the project.
10.2. Rapid.Space retains the intellectual property in and to all of the items developed, including as an extension to the Rapid.Space Cloud Service within the context of those projects.
10.3. Neither the disclosure of the above-mentioned items to the Client nor their use by the Client may be treated as granting the Client the right to use them for commercial purposes outside of the scope of this agreement without Rapid.Space's prior written consent.
10.4. Each Party undertakes not to:
The Service Provider shall not provide, under the terms of this agreement, any maintenance or support services at any of the Client's sites, other than the specification work for the configuration of the Rapid.Space Cloud Service and project steering meetings. However, the Client may ask the Service Provider to provide services at its premises.
In such a case, the Service Provider shall first send a quote to the Client for those services which must be accepted by the Client.
12.1. The agreement takes effect on the date of signature. Thereafter, it will be automatically renewed for further one-year periods with the same clauses and on the same terms and conditions, taking effect on the same date each year, unless one of the various grounds for termination applies under applicable laws or the terms of this agreement.
12.2. If a Party does not wish to renew the agreement at the end of any one-year period, it must inform the other Party by letter sent by registered post with acknowledgement of receipt, giving three (3) months’ notice from the date of the first presentation of that letter.
13.1 The Client undertakes to pay Rapid.Space Cloud Service according to the Understand The Price Of Services and the services the Client purchased. Rapid.Space pricing table is provided in Appendix 6 - Rapid.Space Pricing. Invoices will be issued on a monthly basis.
13.2 If applicable, the Client undertakes to pay 24/7 support service according to rate is provided in the Appendix 3 - 24/7 support rate
13.3 If applicable, the Client undertakes to pay training service according to rate is provided in the Appendix 4 - Training service and rates
13.4 If applicable, the Client undertakes to pay audit service according to rate is provided in the Appendix 5 - Audit service fees
13.5. The Parties agree that, effective from the accepting of this agreement, the travelling expenses incurred by Rapid.Space to execute this contract for the Client corresponding to trips and overnight stays for an extended period of time (hotel and restaurant costs for work performed over several days in a row in France or abroad based on the rates accepted and validated in advance by the Client) will either be paid directly by the Client or invoiced to the Client by Rapid.Space at cost.
14.1 The applicable rates for Rapid.Space Cloud Service can be modified by Rapid.Space with a 90 day notice. The Client is free to accept new rates or terminate the contract.
14.2. The Parties expressly agree that unless extra time for payment is requested in a timely manner by the Client and specifically approved by the Service Provider, the services set out in this agreement will be suspended in the event of any non-payment by the due date, by operation of law and without any requirement to give prior formal notice, without prejudice to the termination clause.
15.1. The one-off fees are payable in advance, by wire transfer at the beginning of each quarter, within ten (10) days of receipt of the corresponding invoice.
15.2. The monthly managed services fees are payable in advance, without any payment of a deposit, by wire transfer at the beginning of each quarter, within ten (10) days of receipt of the corresponding invoice, with the payment being due by the 10th day of the following month.
16.1. The Parties to this agreement may not be held liable for any total or partial failure to fulfill their contractual obligations caused by the occurrence of a force majeure event, meaning an unavoidable, unforeseeable event.
16.2. The Party affected by the force majeure event shall inform the other Party as soon as possible, specifying the nature of the event, its effects and its expected duration.
16.3. In such a case, the Parties shall jointly decide the steps to be taken to overcome the consequences of that event, the corresponding contractual and financial arrangements and the conditions on which the services will be resumed, after the suspension or cessation of the force majeure event, where applicable.
Each Party undertakes not to directly or indirectly hire the other Party’s staff during the entire term of this agreement and for one year after the termination of this agreement.
If a Party breaches this covenant, it shall compensate the other Party by paying it compensation equal to twelve (12) months’ gross salary of the relevant employee, based on the last three (3) months worked.
18.1. Each Party undertakes to maintain the confidentiality of the information and documents relating to the other Party or the Services to which it may have access during the performance of this agreement.
18.2. Each Party undertakes to procure that its staff members and all persons who have access to the above-mentioned information and documents comply with this duty of confidentiality.
If a Party breaches the obligations set out in this agreement and fails to cure the breaches within thirty (30) days of the date on which notice of the breaches is sent by registered post with acknowledgement of receipt, the injured Party may terminate the agreement, by operation of law, without prejudice to any damages that it may be entitled to claim.
If the agreement is terminated and/or some of the orders are cancelled, any orders that have not been cancelled will remain fully valid until their expiry date, in which case the agreement will remain in force until the expiry date of the orders that have not been cancelled, to allow the fulfillment of those orders.
20.1 Entire Agreement
This agreement entered into between the Parties, and any supplemental agreements to this agreement, set out all of the Parties’ obligations.
20.2. Amendments to the Agreement
Any amendments made to this agreement or a contract document will be valid only if recorded in a supplemental agreement duly signed by the Parties.
If any provision of the agreement is found to be invalid or unenforceable, this will not affect the validity of the other provisions which will remain in full force and effect.
If any provision of the agreement is found to be invalid or unenforceable, the Parties shall endeavor to replace that provision by a new valid provision that comes closest to the original provision, to the extent possible.
Rapid.Space may not assign all or part of the agreement to third parties without the Client’s prior written consent.
In all cases in which a transfer of the benefit of all or part of the agreement to a third party is authorized, all of the Client’s rights arising from the agreement, including the right to claim damages, will be enforceable against the latter. Rapid.Space shall remain jointly and severally liable to the Client for the full performance of the agreement.
The Client may be substituted, at its own discretion, by one of its subsidiaries or any grouping or entity, taking any legal form whatsoever, that may be formed by an entity of the Client's group for the performance of its rights and obligations arising from the agreement and the orders.
The Client may also assign all or part of its rights and obligations arising from the agreement and the orders to (i) its subsidiaries, (ii) any grouping or entity, taking any legal form whatsoever, that may be formed by an entity of the Client's group, or (iii) a third party as part of a managed services transaction, provided that it informs Rapid.Space. The Licences may be freely assigned between the Client and its subsidiaries or any grouping or entity, taking any legal form whatsoever, that may be formed by an entity of the Client's group.
In the event of an assignment or substitution, the Client shall remain jointly and severally liable to Rapid.Space for the complete fulfillment of the orders placed.
If a Party does not act on a breach of any one of its obligations, this may not be construed as a waiver of the right to act on the obligation in question for the future or the rights attached to it.
With a view to jointly resolving any dispute that may arise in connection with the performance of this agreement, the Parties agree to meet within ten (10) days of the date on which notice of the dispute was given by a Party by registered post with acknowledgement of receipt.
If the Parties fail to reach a settlement or agree a solution within fifteen (15) days, either Party may refer the dispute to the appropriate commercial court (tribunal de commerce).
The Parties expressly agree that no appeal will suspend enforcement.
21.7. Enforceability of Electronic Documents and Electronic Signatures
The Parties agree to only sign the agreement electronically, using a secure electronic signature process complying with the applicable regulations, authenticating the signatories and safeguarding the integrity of the Agreement in an electronic form.
The Parties agree that the electronic signature constitutes their consent to an agreement that is legally binding between them with the same evidentiary value as a paper document signed by hand.
When purchasing for services of Rapid.Space, accepting these terms and conditions is equivalent to the signature of the Client.
21.8. Address for Service
Each Party agrees to use its registered office as its address for service.
21.9. Governing Law and Jurisdiction
This agreement is governed by French law.
In the event of a dispute, and if an out-of-court settlement cannot be reached within thirty (30) days, any disputes arising from this agreement will be subject to the exclusive jurisdiction of the Lille Commercial Court.
A big server with a lot of RAM, computing power and SSD storage.
Accelerates content delivery to end-users. Buffers IoT data and forward it to the data processing backend.
Leverages IPv6 and circumvent network downtime or congestion of Internet transit providers
Advanced services (preview)
Python-based platform for data ingestion, object storage, relational database, analysis, and visualization.
Deploy public or private radio networks that can share the same frequency bands for both 4G and 5G.
SDN token and free Support on a small VM and Web Runner
Develop customized services, Rapid.Space provides full tutorials for learning and use Rapid.Space partners
(version 001 - 2020-12-20)
The Open Process Initiative is an initiative to promote and protect Open Processes based on open knowledge. Founded in 2020, the Open Process Initiative is a nonprofit with a worldwide mission to raise awareness and adoption of Open Processes and Fully Open Processes.
Open Process is provided under OPD-compliant service agreement which grants all the rights to use, study, change and provide the process in modified and unmodified form, while at the same time acknowledging the essential role of manpower and knowledge required to operate the process.
Fully Open Process is an Open Process which relies on Open Works, Open Hardware and other Open Processes.
A service is Open Process if the service's users have the four essential freedoms:
A service is Open Process if it gives users adequately all of these freedoms. Otherwise, it is non open.
The Open Process Definition was initially derived from the Free Software Definition. Richard Stallman was the first to push the ideals of software freedom which we continue.
A service is Fully Open if it is an Open Process and if its dependencies are open:
All tangible and intangible dependencies of a Fully Open Process should be open. A Fully Open Process must list explicitly all tangible and intangible dependencies which are not open.
All service dependencies of a Fully Open Process should be Fully Open. A Fully Open Process must list explicitly all service dependencies which are not Fully Open, and among these, all service dependencies which are government regulated (ex. electricity).
Open Process is still a new idea but already has two workgroups.
Open Process is still a new idea and has not yet gone through a formal certification procedure definition. The following companies or organisations are providing or may provide services that comply with the Open Process defitinion.
24/7 support is charged 10,000€ per year.
Training service is charged on time and material basis with an hourly rate of 110€/h.
Audit service is charged on time and material basis with an hourly rate of 110€/h
195€ / month / VPS
1888 ¥ / month / VPS
495€ / month / VPS
4888 ¥ / month / VPS
40€ / month / token
300 ¥ / month / token
1€ / month + GB Consumed
10 ¥ / month + GB Consumed
Advanced service tokens are required for using Rapid.Space hardware products, such as on-premise infrastructure (POD), the open radio system (ORS) or the
200€ / month / token
2000 ¥ / month / token
For custom support or development, the following options are available.
40€/month (recurring, 36-months contract minimum)
One-off purchased price: 1,200 €
300¥/month (recurring, 36-months contract minimum)
One-off purchased price: 10200 ¥
1 OM Token includes:
Set by customized services provider