Professional Services Specific Terms

1. Scope

1.1 These Professional Services Specific Terms apply to IT Consulting and to the engagement work that ON DIVERSITY CLOUD EUROPE, S.L. ("DIVERSITY") carries out in Data Driven, Event Streaming and AI under an Order Form.

1.2 Where engagement work belongs to a service with its own Specific Terms (/contracts/data-driven/, /contracts/event-streaming/, /contracts/ai/), those Specific Terms also apply. IT maintenance and equipment assembly are professional services with their own Specific Terms (/contracts/it-maintenance/, /contracts/equipment-assembly/), and these Specific Terms do not apply to them. Support is not a professional service (/contracts/support/).

1.3 These Specific Terms supplement the General Terms (/general-terms/). They do not repeat what the General Terms settle. In particular, fees, invoicing and late payment (Section 7), personal data (Section 9 and the DPA), confidentiality (Section 10), liability (Section 14), notices (Section 18), and governing law and courts (Section 23) apply as written there.

1.4 Where these Specific Terms depart from the General Terms, they say so and prevail, as Section 3.2 of the General Terms provides. Capitalised terms not defined here have the meaning given in the General Terms.

2. Definitions

"Engagement": the professional services described in an Order Form.
"Deliverables": the documents, code and other results that an Engagement produces for the Customer.
"Embedded Engineer": a DIVERSITY engineer assigned to work with the Customer's team.

3. IT Consulting

IT Consulting covers:

(a) assessments and architecture reviews;

(b) migration planning and execution, including exits from hyperscalers and from VMware;

(d) platform engineering;

(e) handover into managed services;

(f) training;

(g) cloud bill review;

(h) input to a Customer's exit plan under Regulation (EU) 2022/2554 (DORA);

(i) building applications;

(j) on-site assessments.

4. Engagement models

4.1 An Engagement takes one of the following forms, as stated in the Order Form: a defined project, a bag of hours, a retainer, or a dedicated team.

4.2 The Order Form states the scope, the Deliverables where there are any, and the hours or duration of the Engagement.

5. Where the work is done

5.1 Embedded Engineers work on any infrastructure: hyperscalers, DIVERSITY's own and the Customer's own. They work remotely, and on site only in Madrid, Munich, Helsinki and Amsterdam.

5.2 On-site assessments at the Customer's premises may take place elsewhere, as agreed in the Order Form.

6. Independence

6.1 DIVERSITY receives no partner incentive or commission from AWS, Azure, Google Cloud or Oracle.

6.2 A plan produced in an Engagement can be bought on its own. The Customer is free to have it carried out by someone else.

7. Discovery Call

7.1 Before an IT Consulting Engagement, DIVERSITY offers a free 90-minute discovery call with an engineer, followed by a written diagnosis within one week. The discovery calls for other services are described in their own Specific Terms.

7.2 A discovery call and its diagnosis do not oblige either party to enter into an Agreement.

8. Compliance work

Work on NIS2, DORA, ISO 27001, ENS, the GDPR or any other regime is readiness work: DIVERSITY assesses and helps the Customer prepare. It is not a declaration of conformity or a certificate, and DIVERSITY does not certify the Customer.

9. Deliverables

Rights in Deliverables are as set out in Section 11.3 of the General Terms.

10. The Customer's obligations

10.1 The Customer must give DIVERSITY the information, access, decisions and cooperation that the Engagement needs, in time.

10.2 Access by DIVERSITY staff to the Customer's systems during an Engagement is governed by the Order Form and its Security and Acceptable Use Annex (Anexo de Seguridad y Uso Aceptable) (Acceptable Use Policy, Section 1.5).

11. Term and billing

11.1 The term of an Engagement is stated in the Order Form. Section 16 of the General Terms applies unless the Order Form provides otherwise.

11.2 Engagements are billed as the Order Form sets out. Prices appear only in the Order Form.

12. Exclusions

Unless the Order Form provides otherwise, professional services do not include:

(a) support under the Support Specific Terms;

(b) certification of the Customer or declarations of conformity;