SERVICE LEVEL AGREEMENT

CLOUD COMPUTING AND CLOUD SERVICES AGREEMENT

General terms and conditions for the provision of cloud computing services

1. Subject matter

1.1 CFD FEA SERVICE s.r.l., with registered office in Cologna Veneta (VR), Via Borgo Grande no. 19, Italy, VAT number: 04545570238, in the person of its legal representative Mr Poletto Ruggero (hereinafter referred to as the “Service Provider”), with this Agreement undertakes to provide the Customer, who accepts, cloud computing services, based on a standard lease or a pre-emptible lease (pre-award) mode of use, hardware resources, for the implementation of a certain number of open source and non-open source applications (hereinafter referred to as the “Service”), under the conditions agreed upon below.

1.2 The Service Provider offers a cloud-based HPC (High Performance Computing) system dedicated to the CAE (Computer Aided Engineering) world, with which it is possible to exploit the power of a cluster to perform engineering analyses. The system allows the user to select his/her own machine in terms of vCPU and available RAM and to exploit this for solving the case under study.

1.3 The following software are made available on the platform offered by the Service Provider: Blender, CalculiX, Code_Aster, Code_Saturne, FDS, OpenFOAM, ParaView. Such software are constantly being updated and expanded.

1.4 The machines made available by the Service Provider in the HPC cloud have the following characteristics: vCPU: from 1 to 224 vCPU (2nd Gen AMD EPYC™ Processors 3.1 GHz), 400 GB Hard Disk, RAM: from 1.00 GB per vCPU to 8.00 GB per vCPU, Cloud space: unlimited (max file retention period of 60 (sixty) days).

1.5 The Service shall enable the Customer to use the HPC cloud system according to its functions for purposes related to the Customer’s professional and working activity, in compliance with the technical limitations of the system, without prejudice to the provisions of Article 7.2.

1.6 The Agreement shall be governed exclusively by these General Terms and Conditions and by the special terms and conditions contained in the individual Customer’s Order Form (such as the fee and payment methods).

1.7 The Agreement for the provision of the Service shall be deemed to have been concluded when this Agreement and the Order Form (which is an integral part of this Agreement) are signed for acceptance by both the Customer and the Service Provider.

2. Methods of delivery and use of the service

2.1 The Service Provider shall activate the account that enables “access to the Service” by notifying the access keys reserved for the Customer (username and password) to the Customer in writing, at the address indicated by the latter.

2.2 The Service shall only be activated by the Service Provider after the Customer has entered a valid payment method (e.g. credit card) on the platform.

2.3 The Customer undertakes not to disclose, transfer or allow third parties to use the aforementioned access keys and to store these with the utmost care and diligence, with sole responsibility for their safekeeping and use.

2.4 The Customer accepts and acknowledges as his/her own, any use and operation of the Service (connection, modification, data registration or other) that will be carried out with his/her access keys.

2.5 Once the Customer has access to the Service, he/she may, in accordance with this Agreement, use the Program and store information and data relating to the functionalities of the Program in the memory areas which are reserved for him/her. The Customer is prohibited from storing any information or data in these areas other than those related to the functionalities of the Program.

2.6 The Service Provider informs you that the data recorded and stored by the Customer on the Program in the memory areas reserved for him/her shall remain temporarily available for 60 days, after which they shall be automatically and irreversibly deleted without any possibility of recovery.

2.7 The Customer accepts that the Service may be suspended in order to carry out scheduled technical interventions aimed at maintaining and/or updating the Service, the Program and the resources on which it is provided. The Service Provider shall give the Customer 5 (five) days’ written notice of such suspensions.

2.8 The Service Provider may vary the technical characteristics, systems and resources as a result of the technological evolution of the hardware and software components, whilst guaranteeing the same functionalities to the Customer. These changes shall take effect immediately in the system and shall be communicated to the Customer on a quarterly basis.

3. Obligations of the Customer

3.1 The Customer must access and make use of the Service and use the Program exclusively within the scope of his/her business activity and in any case for lawful and legitimate purposes, with the utmost diligence, strictly complying with the applicable laws and regulations, as well as with the provisions of this Agreement and of its annexes, without infringing the rights and interests of the Service Provider and of third parties.

3.2 Unless otherwise agreed upon in writing in the Order Form, the Customer declares that he/she is the sole and exclusive user of the Service and is solely responsible for the content of the information, texts and data recorded, stored and transmitted with the Program.

3.3 The Customer shall only allow access to the Service and use of the Program by his/her own personnel or collaborators who have undertaken in writing to comply with all obligations covered by this Agreement. It is understood that the Customer shall be liable towards the Service Provider for any breach of this contract or unlawful or illegal act by his/her personnel or collaborators or other authorised users.

3.4 The Customer is solely responsible for all operations carried out during the use (data entry and dissemination), administration and management of the Service and the Program. The Customer therefore exempts the Service Provider from any liability, whether civil or criminal, for the operations carried out whilst using the Service and the Program and for any direct or indirect damages to persons or property resulting from such operations. The Customer also undertakes to hold harmless the Service Provider against any dispute and claim for compensation or of any other nature made by third parties for these operations, as well as against any disputes connected with the distribution on the network of such entered and disseminated data.

3.5 The Customer shall promptly inform the Service Provider of any unauthorised use of his/her account, his/her access keys or of any other security breach of the Service. In the event of theft and/or loss of the access keys, the Customer shall immediately notify the Service Provider in writing, in order that the latter may deactivate and replace these.

3.6 It shall be the duty of the Customer to send the Service Provider an “end of service” notice and, only on receipt of such notice, shall the Service Provider cease to provide the Service requested by the Customer.

3.7 Following termination, the Service Provider shall have no right of custody of the data, information and content recorded by the Customer on the Program.

4. Obligations of the Service Provider

4.1 The Service Provider shall ensure a continuous operation, 24 hours a day, 7 days a week (including public holidays) for the duration of the entire Agreement. Maintenance, on the other hand, shall be guaranteed during office hours from Monday to Friday.

4.2 The Service Provider shall remain totally uninvolved in relation to the Customer’s business and shall not be obliged to monitor the Customer’s use of the Service and the Program.

4.3 The Service Provider declares that it is equipped with appropriate tools to effectively protect the physical, IT and organisational security of the information.

4.4 In the event of failure to provide the Service due to own fault, the Service Provider undertakes to pay the Customer an amount equal to the amount paid up to that time by the Customer for the existing Agreement. Nothing else shall be due from the Service Provider by way of compensation, indemnity or otherwise.

4.5 In any event, the Service Provider shall not be liable in any way for indirect damages alleged by the Customer, such as loss of earnings, loss of data, loss of turnover and/or loss of chances.

4.6 The Service Provider shall back up all data contained in the Program on a daily basis and shall restore the latest available version of the data if necessary.

5. Support

5.1 Routine and evolutionary maintenance, revisions and updating of the Program are included in this Service Provision Agreement. Without prejudice to the fact that the Service Provider is under no obligation to update and further develop the Programme, should it do so, the Service Provider shall inform the Customer, by means of electronic notices, of both updates and revisions issued in respect of the Program. All clauses of this Agreement shall apply to the thus updated or revised Program.

5.2 Throughout the duration of the Agreement, the Service Provider shall provide the Customer with technical assistance to solve problems in accessing and using the Service, as well as in operating and using the Program. Requests for support and information may be made electronically to the contact details given in the Order Form. Support services are supplied by the Provider or by its agents in the manner set out in Article 4.1. Moreover, in order to enable the provision of the aforementioned support services, the Customer shall be required to provide the Service Provider with the access keys if requested.

5.3 The support services included in the Agreement are only those referred to in Article 5.2. Activities other than the resolution of the aforementioned problems (such as changes to the Program, development of customised programs, retrieval of the Customer’s archives, connection to different programs, interventions at the Customer’s premises), as well as any other activity not included in the Service Provision Agreement, shall be supplied by the Service Provider at the rates in force from time to time and which shall only be communicated to the Customer upon request.

5.4 Unless otherwise agreed upon in writing, the Service Provider shall not be obliged to provide the Customer with training regarding the Program’s updates and revisions.

6. Suspension of service

6.1 In addition to the cases referred to in Article 2.7, the Service Provider reserves the right, at its own discretion, including without prior notice, to suspend the Service if:

a) the Customer breaches any provision of this Agreement, including its Annexes;

b) it has reasonable grounds to believe that the Service is being used by unauthorised third parties;

c) cases of force majeure or circumstances should occur, which, in the sole opinion of the Service Provider, require urgent action to be taken, in particular to solve security problems and to prevent or avoid danger to the entire network or to persons or property;

d) the Customer is involved, for whatever reason, in a judicial or extrajudicial dispute of a civil, criminal or administrative nature, including with third parties, in particular when the dispute concerns the Service or the Program;

e) the suspension is requested by the judicial authority.

In these cases, the Service Provider reserves the right to restore the Service when it considers that the causes that led to the suspension have been overcome and eliminated.

6.2 In the event of suspension of the Service attributable to the Customer, the period of suspension shall not be reimbursed or recovered in any way and the Service Provider shall be entitled to compensation for damages suffered as a result of the Customer’s conduct.

7. Guarantees

7.1 The Service Provider warrants that the Service shall be provided and that the Program shall operate in accordance with the above.

7.2 The Provider guarantees the suitability of the Service and the Program provided only in relation to the information provided by the Customer and to the specific requirements of the said Customer, who declares, by signing this Agreement, that he/she has previously examined the functionalities of the Service and of the Program and that these meet his/her requirements.

7.3 The Service Provider does not warrant that the provision of the Service and the operation of the Program shall be uninterrupted or error-free or in all the possible combinations of use, nor that all errors or defects can be remedied, but only that it shall do everything possible to remedy these, acknowledging as much as possible the period of unused use.

7.4 In any event, the Service Provider shall not be liable for failure or partial use of the Service or operation of the Program caused by Customer omissions.

8. Fees

8.1 In return for the provision of the Service, the Customer shall pay to the Service Provider the amount specified in the Order Form, in accordance with the procedures specified therein.

8.2 Delayed payment of the fee referred to in Article 8.1 shall entail the Customer’s obligation to pay default interest at the rate laid down in Legislative Decree no. 231/02.

8.3 The Customer may not suspend payment for any reason whatsoever, not even in the event of disputes about the provision of the Service and the operation of the Program.

8.4 Failure to pay the amount due within 15 (fifteen) days from the due date shall entitle the Service Provider to suspend the Service. The Provider shall send the Customer a notice of default, reserving the right to quantify the damages and without prejudice to its right to demand fulfilment or to terminate this contract.

9. Duration

9.1 Unless otherwise agreed upon in writing in the Order Form, this Agreement shall last for 1 (one) year from the date of sending the access keys, with automatic renewal for the same duration on expiry, unless written termination is notified by either party with 30 (thirty) days’ notice.

9.2 Should the Service Provider find irregularities and/or any non-fulfilment in relation to the Agreement, it shall notify the Customer in writing, requesting regularisation or fulfilment. The Customer shall proceed with the regularisation or fulfilment, as warned, within and no later than 10 (ten) days from receipt of the warning. Failing this, the Agreement shall be deemed terminated between the Parties with immediate effect and the Service Provider shall also be entitled to claim compensation for damages from the Customer.

10. Intellectual Property

10.1 The Customer shall use the Service in compliance with the intellectual property rights of the Service Provider.

10.2 This Agreement does not transfer any property rights relating to the Program to the Customer and the Service Provider is and shall remain the sole owner of the property rights, including intellectual property rights, of the Program, as well as of moral rights and rights of economic use.

10.3 The Customer may not reproduce, translate, adapt, transform, modify the Program or any part thereof, cause or permit it to be decompiled or disassembled, nor instruct any third party to do so, nor may the Customer make back-up or archive copies of the Program.

10.4 Should the Service Provider become aware of any improper use of the Program or breach of the prohibitions set out in this Article, it may terminate this Agreement, without the need for a formal notice, by sending a written notice to the Customer with the right to permanently retain the fees received, as partial compensation for the damages suffered, as well as to claim any further damages suffered.

11. Applicable law and competent court

11.1 This Agreement is governed by Italian law.

11.2 Any dispute between the Parties concerning the interpretation, validity, execution and termination of this Agreement shall fall under the exclusive jurisdiction of the Court of Verona.

12. Any other business

12.1 This Agreement constitutes the full and complete expression of the agreements between the Parties and totally replaces any previous written or verbal agreement between them. Any modification of this Agreement shall be evidenced by a deed signed by both Parties.

12.2 Should one or more clauses of this Agreement be void, this shall not invalidate the Agreement as a whole, unless the void parts are essential.

12.3 The contents of this Agreement shall remain confidential. The Customer is prohibited from transferring this Agreement to third parties without the Service Provider’s prior written consent.

13. Privacy

13.1 CFD FEA SERVICE S.r.l. declares that it has complied with Regulation (EU) 2016/679 (GDPR) and with Legislative Decree 196/2003, that it complies with the provisions contained therein as well as with the measures and indications of the Italian Data Protection Authority regarding the processing of personal data of the data subjects. The Service Provider also declares that it uses providers which, in turn, declare that they have complied with these regulations. The personal data of its Customers is collected and processed on the legal basis of the contract signed with them. These data may be transferred to external Data Processors for the accounting and administrative purposes envisaged by law.

ORDER FORM

1. Definitions

vCPU. A vCPU is defined as any physical or logical CPU in the hardware used. If the hardware is multi-threaded, vCPU thus refers to each individual thread (or logical CPU) present.

vCPU/Hour. Basic unit for quantifying the consumption of the HPC cloud service. The use of 1 vCPU/Hour consists of using a machine equipped with 1 vCPU for 1 hour. The count of vCPUs/Hours used is therefore proportional not only to the time of using the machine, but also to the vCPUs assigned to the machine by the user.

RAM. Random Access Memory that is allocated to the machine. In addition to running the identified software, this memory must allow running the operating system and all the sub-applications necessary for the machine’s operation. The user has the possibility of defining the RAM to be allocated for each single simulation, thus obtaining a different cost of the vCPU/Hour used.

REGULAR [REG]. Type of machine 100% reserved for the user’s calculation.

PRE-EMPTIBLE [PRE]. Type of discounted machine which may be subject, at any time and at least once every 24 hours of use, to restart processes. In the event of a restart, the HPC cloud service automatically continues the simulation from the last save that was made and set by the Customer during use. It is therefore the Customer’s responsibility to exploit this type of request by managing an appropriate frequency of saving results.Fully tested software for use of pre-emptible instances:

  • OpenFOAM [all versions]
  • FDS [all versions]

Successful use with software not expressly mentioned here is not guaranteed.

CFD FEA SERVICE SRL does not give access to PRE instance to any user due to their peculiarities. Users can access them by making either a specific request or upon CFD FEA SERVICE initiative.

2. Costs and notification methods

The following table shows the financial terms and conditions of use of the HPC cloud services covered by this Order Form.

Allocated RAMType of machineCost per vCPU/Hour*
standard (4.00Gb RAM per vCPU)Regular [REG]0.10 €*
highcpu (1.00Gb RAM per vCPU)Regular [REG]0.08 €*
highmem (8.00Gb RAM per vCPU)Regular [REG]0.12 €*
highcore (2.00Gb RAM per CORE)Regular [REG]0.10 €*
standard (4.00Gb RAM per vCPU)Preemptible [PRE]0.05 €*
highcpu (1.00Gb RAM per vCPU)Preemptible [PRE]0.04 €*
highmem (8.00Gb RAM per vCPU)Preemptible [PRE]0.06 €*
highcore (2.00Gb RAM per CORE)Preemptible [PRE]0.05 €*

*These costs are net of VAT and other taxesAt the end of each month, the Customer shall be notified by email of the consumption made in the previous month. If no objection is received within 3 (three) days, an invoice shall be issued in accordance with the payment methods set out below.

3. Other conditions

No other conditions.

4. Services included in the above costs

Cloud storage space for data exchange (uploading and downloading), with no limits on storage size or inbound/outbound traffic. All files are irreversibly deleted after 60 (sixty) days from the last change made.

Batch script for launching simulations from a Linux terminal (Ubuntu/CENTOS)(https://github.com/CFD-FEA-SERVICE/CloudHPC/blob/master/exampleAPI/cloudHPCexec).

Assistance for the use of the HPC cloud platform during office hours from 9:00 AM to 5:00 PM Rome Time Zone, excluding assistance activities for simulation setup, such as meshing, 3D modelling, etc.

5. Payment terms and methods

The agreed payment method is: Credit/Debit Card