General Terms and Conditions of sale

Art. 1 – Identification

ncor labs is a Swiss entity specialized in IT observability and professional training through its ncor academy program.

• Headquarters: Cours des Bastions 13 – 1205 Genève – Suisse

• Company Identification (IDE/UID): CHE-207.234.735

• Contact: contact@ncor-labs.ch

Art. 2 – Rights and obligations of ncor labs

2.1 Technical assistance:

Each service contract is associated with a technical support offering that includes the following services:

• Installation of data collection components at the client’s sites (Proxies)
• General technical support
• Configuration assistance (Ingestion of managed elements, parameter settings, dashboards, pipelines, etc.)
• Integration assistance with ITSM and other monitoring solutions installed at the client’s site
• Assistance with the development of new Technology Packs
• Bug fixes
• Resolution of incidents that fully or partially impact the performance, operation*, or availability of the fdmon Cloud and fdmon Mobile platforms.

* Operation refers to maintaining the continuous data collection/analysis cycle for each accessible monitored component at an acceptable frequency, as well as the user interface and all its functionalities. Any other specific service will be billed at a rate of CHF 1,300 excluding VAT per day (for example, the development of a specific, non-reusable feature for the client, or participation in a comprehensive project to migrate the client’s monitoring process to fdmon). The fdmon Cloud and fdmon Mobile platforms have been designed and implemented to guarantee 100% availability. In the unlikely event of an outage not attributable to the client, ncor labs commits to restoring service within 4 hours of notification of the failure. Beyond this timeframe, a penalty corresponding to the amount billed the previous month (or CHF 2,500 excluding VAT for the first month) will be automatically applied, up to a maximum of one penalty per month.

2.2 Continuous Update:

ncor labs ensures the continuous updating of the fdmon solution and guarantees that no underlying component of the solution becomes obsolete or develops a security vulnerability. If an end-of-life announcement is made for one of these components, ncor labs will implement an alternative component, guaranteeing no regression in terms of functionality, availability, and performance of the features associated with that component. As a guideline, fdmon updates are deployed on a weekly cycle, without service interruption. In the unlikely event that an update requires a service interruption, this will be scheduled in consultation with the client.

2.3 Support for future technologies:

For any technology to be monitored that is not supported by fdmon, ncor labs commits to delivering, at no additional cost, a fully operational Technology Pack within 30 days of receiving the specifications concerning:

• the least intrusive methodology for collecting information and metrics
• the standard thresholds beyond which the fdmon Cloud platform must generate events
• optionally, the list of standard elementary operations that can be triggered remotely (for automation and orchestration), called “primitives”

provided that the collection process can be implemented without agents on the monitored component and that ncor labs has a development environment associated with this technology on the client’s infrastructure. A Technology Pack includes:

• The data collection script, executed on the data collection servers (Proxies)
• The analytics scripts executed on the analytics servers (fdmon fabric)
• Optionally, the primitives executed on the monitored components but stored only on the data collection servers (Proxies)

In exchange for free development of new Technology Packs, the client authorizes ncor labs to reuse them to enhance its monitoring offering. This provision does not apply to Technology Packs developed by the client without the assistance of ncor labs. 2.4 Integration with ITSM: ncor labs commits to delivering, at no additional cost, integration with any new ITSM solution on the market within 30 days of receiving the specifications enabling interaction with that solution, specifically for:

• creating a ticket and obtaining its reference number
• modifying a ticket
• acknowledging a ticket
• deleting a ticket

In exchange for the free development of integrations with new ITSM solutions on the market, the client authorizes ncor labs to reuse this integration to enhance its monitoring offering. 2.5 Security: ncor labs is committed to securing the traffic and storage of data and metrics originating from the client’s data centers, in accordance with best practices. The client’s data and metrics are transferred to the fdmon Cloud platform exclusively via HTTPS. Each transfer includes a signature that authenticates the client and results from a hash function based on the client’s public IP address, their identifier, and a passphrase known only to ncor labs. The user accesses the fdmon Cloud administration interface exclusively via HTTPS, using a client-specific URL protected by a certificate. All user-generated traffic is authenticated by a signature resulting from a hash function based on the user’s IP address, connection time, client identifier, user identifier, and a passphrase known only to ncor labs. The data and metrics transfer APIs, as well as the fdmon Cloud user interface, are only accessible from the IP addresses provided by the client. Any other address is blocked by our firewalls and the firewalls of our cloud providers. The fdmon Mobile platform, which only allows read-only access to information, is accessible from any IP address. However, it is secured by a 256-bit key associated with each client. The IP address of any connection that provides an incorrect key is immediately added to a blacklist upon the first attempt and remains there for 60 minutes. The key can be renewed at any time from the fdmon Cloud user interface. The customer can also choose which CIs and resources their statuses and metrics will be exposed on fdmon Mobile. fdmon Mobile does not provide any information regarding CI monitoring configuration. Although the information provided by fdmon Cloud and fdmon Mobile is synchronized, the two platforms are completely separate. The parameters or connection credentials for the managed components (secrets) are encrypted using a public key whose private key is known by the customer only. Encryption is performed by the browser before the data is sent to our platform. All our equipment is hosted on infrastructures equipped with an anti-DDoS system. 2.6 Confidentiality: ncor labs commits to not collecting or disclosing any information gathered by the fdmon Cloud platform used by the client. ncor labs commits to not publishing any client-specific developments (new Technology Pack) without the client’s consent. ncor labs commits to citing the client as a reference for sales prospecting purposes only with the client’s consent. ncor labs does not store any personal data or user identity information on the fdmon Cloud platform. Access control to the fdmon Cloud platform is managed exclusively from proxy servers installed in the client’s data centers, using three methods:

• Interaction with an LDAP directory (read-only)
• A flat file containing the list of users and encrypted passwords
• Any other solution developed by the client and compliant with the APIs provided by fdmon cloud, designed to implement an identity control mechanism

Identity management is therefore the sole responsibility of the client. The complete configuration of the monitoring portal (configuration of monitored elements, policies, dashboards, pipelines, analytics scripts, etc.) can be exported at any time from the fdmon Cloud user interface. It is the client’s responsibility to ensure that this option is accessible only to privileged users by configuring roles appropriately. As explained previously, the exported data does not contain any secrets in plain text. 2.7 Geographical Location: To guarantee 100% availability of the fdmon Cloud and fdmon Mobile platforms, the resources allocated to each customer are distributed across at least two separate cloud providers in two distinct regions. Monitoring of these resources is performed from a third cloud provider and a third region (for example, monitoring the availability of monitoring URLs and automatically modifying the associated DNS records if a URL failover to another region is necessary). By default, resources allocated to Swiss clients are distributed across the following regions:

• Geneva or Zurich (subcontractors: Infomaniak, Exoscale)
• Frankfurt or Nuremberg (subcontractors: Hetzner, OVH)

Monitoring of resources allocated to Swiss clients is performed from Roubaix, France (subcontractor: OVH Cloud). ncor labs reserves the right to migrate these resources to other providers if necessary (e.g., network issues between cloud providers), but is committed to respecting these resource allocation rules and ensuring that any migration does not impact service availability. The client may refuse this allocation and choose other cloud providers as they see fit, provided that the rule of two separate providers and regions is respected. The client may own the allocated resources or contract with cloud providers, provided the following conditions are met:

• The rule of two separate providers and regions is respected.
• Bandwidth between providers meet the solution’s operating requirements.
• ncor labs’ technical teams maintain permanent privileged access to these resources (root) for support, maintenance, and updates.
• These resources meet all configuration and sizing requirements.

This arrangement also entails specific pricing. 2.8 Intellectual Property: All standard packages constituting the fdmon solution and developed by ncor labs remain under the exclusive intellectual property of ncor labs.

Art. 3 – Customer rights and obligations

3.1 Contract duration: A contract has no fixed term. The client may terminate it at any time by simply sending a letter or email. The termination of support will take effect upon notification, and the client agrees to decommission the components deployed on their sites within 7 days of notification. The client may, however, request all collected and generated monitoring data. ncor labs commits to providing the client with the necessary assistance to use this data, at no additional cost (Reversibility Commitment). In the case of prepayment, if termination occurs before the end of the billing period covered by that payment, ncor labs will refund the client the pro-rata amount corresponding to the remaining period. 3.2 Licensing: The elasticity of the fdmon Cloud platform is unlimited. This subscription agreement therefore allows the client to activate the monitoring of an unlimited number of infrastructure or application components, for which the allocated resources will be continuously adjusted. ncor labs cannot be held responsible for technical limitations related to the monitored components or for modifications made by the publisher or manufacturer of these components that may impact the collection or analysis of the data collected (following a change in the collection format, for example). However, ncor labs commits to making the necessary corrections to restore the collection and analysis processes, provided that the new collection and analysis specifications are clear and that collection remains technically feasible without an agent. 3.3 Resources: The client agrees to provide the necessary hardware resources for the proper functioning of the aggregation components (proxies), according to standard sizing guidelines. These resources include:

• CPU power
• Memory
• Storage space
• Hypervisor, if applicable
• Bandwidth between components
• HTTPS Load Balancing, for on-premises deployments
• Backup system

The client agrees to authorize the protocols necessary for the proper functioning and resilience of the aggregation components (proxies):

• VRRP protocol between proxies
• Protocols provided by the monitored technologies for agentless monitoring and, optionally, agentless automation (e.g., WMI and WinRM for monitoring Windows servers).

If it is impossible to implement the VRRP protocol between the collection servers, the principle of high availability continues to apply to the collection process. However, it will be the client’s responsibility to provide a failover mechanism for the SYSLOG server IP address configured on each SYSLOG client (based, for example, on aliases). 3.4 Access to collection servers (Proxies): Since the data collection servers (proxies) are hosted in the client’s data centers, the client agrees to provide ncor labs with remote access to these servers via its preferred protocol (such as VPN, VDI, or console sharing), particularly in the event of a need for intervention for an update or analysis following a malfunction, potentially under the client’s control. ncor labs agrees to comply with all security rules imposed by the client for remote maintenance of the data collection servers, or of the entire monitoring infrastructure if the client has migrated this service to an on-premises model. 3.5 Access to the fdmon Cloud platform: The fdmon Cloud platform is not accessible to the general public. Only public IP addresses provided by the client can reach the secure connection URL to the platform. The client can add or remove public IP addresses at any time, without any limitations, from the fdmon administration interface, provided that these addresses are of the Host (/32) type. 3.6 Access to the fdmon Mobile platform: The fdmon Mobile platform is accessible only to those who hold the key associated with each client, from any IP address. The client can renew the key at any time, and also choose which CIs and resources they wish to expose on fdmon Mobile. 3.7 New Technology Packs: The client agrees to provide ncor labs with a development environment for the new technologies to be integrated into the monitoring system, accessible via the protocol of its choice (such as VPN and/or VDI).

Art. 4 – Pricing & Payment

4.1 Prices:

The service provided under a contract will be billed according to the number of monitored components. A monitored component is defined as any physical or virtual object, generally corresponding to a Configuration Item (CI) as defined by ITIL, associated with a data collection technology and methodology.

Here are some examples of monitored components:

• Windows server (physical or virtual) as the operating system
• Unix server (physical or virtual) as the operating system
• VMware ESX server as the operating system
• Physical server (ILO, iDRAC, etc.) as the hardware platform
• Blade chassis
• vCenter appliance
• Storage array
• Backup equipment
• Network switch or network switch stack when they form a logical entity
• SAN switch
• Router
• Firewall
• Oracle instance
• SQL Server database
• URL grouping
• “Aggregate” type component (e.g., application) that combines the resources of other components

The amount billed includes:

• An unlimited number of proxy servers
• Technical support
• Provision of the secure primary URL: https://client-name.fdmon.com
• Provision of the certificate associated with the URL
• Provision of associated secure URLs Fixed URL for each region (during the primary URL failover process, the operational region URL remains accessible)
• Provision of the secure URL https://m.fdmon.com?client_id=client-id&key=XXX for the mobile version of fdmon (fdmon Mobile)
• Provision of metrics to measure the actual quality of service delivered by the fdmon Cloud platform

4.2 Terms:

Final invoices are issued on the last day of the service. Payment is due within 30 days of the invoice date. For new clients or international clients, full prepayment may be required.

4.3 On-Premises Option:

The client may request a conversion to an on-premises contract from ncor labs at any time. If accepted, this conversion will involve relocating the monitoring system to the client’s data centers, building a private cloud identical to the fdmon Cloud platform, but on a smaller scale, sized according to the anticipated number of components to be monitored. ncor labs reserves the right to refuse such a request in exceptional circumstances, particularly in the event of potential competition between ncor labs and the client. If the client wishes to develop a cloud offering based on the fdmon Cloud solution, a specific partnership agreement will replace this contract. A partnership agreement template is available upon request. In the event of contract conversion and migration, the history of collected data and events will be retained. The migration will have no impact on the continuity of the monitoring service. However, the service will switch to a fixed monthly cost of CHF 30,500/month for an unlimited number of monitored components and solution components. The project to build the monitoring platform in the client’s data centers will be billed at a fixed price of CHF 15,000. The following provisions will apply once the migration is complete:

• The client can use the fdmon platform to deliver monitoring services to its own clients, without any limit on the number of clients (Multi-Tenancy).
• The client can move the fdmon platform to one or more other sites, without any limit on the number of sites, provided that the high availability and traffic requirements (bandwidth, VRRP compatibility) are met (each function must be distributed across two separate sites).
• The client may only implement and operate one platform.
• When new components are deployed as part of a platform expansion, they automatically fall within the scope of technical support, provided that the deployment requirements and recommendations have been met and that ncor labs has validated the new configuration.
• The client agrees to provide the hardware and software resources, as well as the associated licenses, necessary for the proper functioning of the fdmon platform, according to standard sizing rules.

These include:

• • • CPU power
    • Memory
    • Storage space
    • Hypervisor
    • Bandwidth between components
    • HTTPS Load Balancing
    • Backup system

• The client is responsible for backing up the fdmon platform. They must implement the necessary hardware and software and define retention policies according to their own Backup Plan..
• The client is responsible for defining the most appropriate backup mode according to their own backup policies.
• All components of the fdmon platform (Nodes) must be able to access the ncor labs GitHub repository and the public repositories of all the core components via HTTPS.

Art. 5 – Intellectual Property

ncor labs and its partners retain full copyright and intellectual property rights over all training materials and software content provided. Any reproduction, modification, or disclosure to third parties is strictly prohibited without prior written consent.

Art. 6 – Data Sovereignty

6.1 Location of Data: ncor labs guarantees that all technical data processed as part of its services or training programs are hosted and processed exclusively on servers located in countries agreed with the customer.

6.2 Compliance: ncor labs undertakes to treat all data in strict compliance with the Swiss Federal Act on Data Protection (nLPD). No data is stored in cloud infrastructures subject to extraterritorial regulations (e.g., US Cloud Act).

Art. 7 – Liability

Scope: ncor labs shall not be held liable for indirect damages, loss of data, or damages resulting from the Client’s failure to meet technical requirements. 

Art. 8 – Applicable Law & Jurisdiction

These terms are governed by Swiss Law. In the event of a dispute, the parties agree to seek an amicable solution through executive mediation. Should no agreement be reached, the competent courts shall be those of Geneva, Switzerland.