MSA Exhibit D

Exhibit D – Project Approach 

This Project Approach is incorporated into the Master Services Agreement (MSA) and applies to all services (“Services”) delivered directly to Customers of Ariox LLC. 

Project Approach 

Ariox’s project and delivery approach is collaborative, whereby both Ariox and the Customer assume roles and responsibilities required to bring the project to a successful conclusion.  Projects are hands-on participation, jointly managed by both Ariox and the Customer.  Customers must provide resources, as applicable to the project, as described in the project team section.  Customer resources and timely completion of responsibilities are necessary for the project to be completed successfully and on time.   

Resourcing  

Ariox operates under a shared-resource model, which means that Ariox resource(s) work on multiple projects at once; they are not dedicated to your project on a full-time basis.  Meetings will take place within standard operating hours of 9am – 6pm EST, Monday through Friday.  

Project Environment 

Ariox recommends that the customer utilizes a sandbox (or test/development) environment(s) for testing and, if applicable, development.  Ideally, each source and destination system impacted by the solution should have a sandbox environment. 

 

The project can be executed under one of the following models: 

 

  1. Customer has a sandbox environment for one or more of the source or destination systems being integrated. 
    1. Perpetual Sandbox: Customer has purchased an ongoing sandbox subscription for the source and/or destination system(s). (“Perpetual Sandbox”) 
    2. Temporary Sandbox:  Customer has purchased a one-time, temporary sandbox setup for the duration of the project (“Temporary Sandbox”). 
  2. Customer does not have a sandbox environment for any source and/or destination system being integrated and will not purchase any sandbox related to services from Ariox.  All project stages will be completed in the Production Lumino Customer Portal and system environments. 
  3. If the customer wishes to obtain a second Lumino Customer Portal, during or after the project, additional charges will apply and will be assessed based on the customer’s use case.  The second instance of the Lumino Customer Portal is a Lumino Sandbox subscription and is bound by the same terms and conditions as the production subscription. 

Delivery Methodology- ACTIVATION 

 

Ariox’s delivery methodology is iterative and consists of the stages below. Ariox will manage the project and maintain open communication via regular, periodic status meetings, a collaborative, shared project plan, and collaborative/shared project documentation, such as an issues log.  

 

  1. Build 
  2. Configure 
  3. Pair 
  4. Launch 

Build: This stage involves project Initiation and Planning and setting up your unique Lumino Portal Instance.  Build lays the groundwork for later stages of the project by establishing the objectives of the project as validation of the scope, and staffing. Ariox and Customer will jointly kick-off the project, which includes completing any necessary prerequisites, reviewing, validating and gathering all requirements, finalizing the total solution design, and finalizing the project strategy and plan. If new requirements are identified, they will be addressed via a change order or they will be tabled for a future phase/project. Regular, ongoing status meetings will be scheduled and started. Project tracking documents will be created and shared. The Customer’s responsibilities include but are not limited to; providing Ariox access to relevant systems, assigning project team members, detailed review of the requirements document and sign off on final solution design, discuss dependencies with other customer implementation projects, and joint development and sign off on the final project plan. 

 

Configure: This step involves the set-up of your company in the portal and training to facilitate your management of the Lumino Portal once your Activation is complete. Each customer is setup in the Lumino Portal- and your designated users are added and assigned 1 of 2 roles: Customer Designer and Customer User.  

 

Provisioning log-in information for Lumino Portal, and Customer Support Portal access will be provided during this stage. This will enable your users to get a head start on acclimating prior to portal handover- and have visibility to the developed integration features as they are built and released. 

 

Pair: Once your datasets have been activated or developed and the Lumino Portal and users are configured, it is time to pair your systems and enable your data rules.  Initial integrations will be paired and enabled. 

 

Launch: Ariox’s Development and Quality Assurance (QA) teams will review your source and destination pairings and data flows to validate against your requirements.  Once the integration and portal functionality has passed internal QA, Ariox will schedule a review and perform testing and validation to ensure the solution works as designed.  Ariox will perform knowledge transfer, walking you through the integration setup screens, enabled data sets, and any data rules.  Once knowledge transfer and testing is complete we will request sign-off on build completion based on the initial design and officially launch your Lumino Portal.   After your official launch, for a pre-defined number of weeks the Ariox project team will continue to work closely with the Customer for post launch support, deployment completion, project close-out, and final transition to Customer Support.   During this time customer responsibilities include additional testing, identifying and logging issues and training end users.   

Customer User Acceptance Testing (UAT) 

 

The Customer will perform UAT and full system testing. As issues are uncovered, the Customer must enter them into the issues log. Ariox will work with the Customer to resolve the issues that are within project scope. Issues identified as out of scope will be addressed either via a change order or flagged to be part of a subsequent project. The Customer’s responsibilities include but are not limited to executing the test plan, logging issues in the issues log, providing timely resolution and answers towards issue resolution. If Customer has completed UAT and, for reasons beyond Ariox’s control, the project cannot yet be closed, any final project fees will be invoiced 

Deliverables 

The Customer will receive: 

 

Working Solution: implemented per the Project scope 

Solution Document: if customizations are included in scope, the original requirements document(s) will be kept up to date throughout the project and, upon project closure, will represent the as-built solution. 

Mapping: an outline of the flows and/or fields being implemented 

 

If Customer identifies any deficiencies in the deliverables, when evaluated against the specifications reflected in the Proposal and any other mutually agreed criteria, then Customer shall notify Ariox in writing of the deficiencies. If Customer and Ariox agree on the deficiencies, Ariox’s obligation shall be to re-deliver or re-perform the deliverables so that the deliverables conform to the specifications. If Customer does not notify Ariox of deficiencies within 10 days following Ariox’s notice that the deliverables are ready for evaluation, then the deliverables are deemed accepted. 

Assumptions 

  1. Ariox will conduct regular status meetings during Activation.   During Customer UAT and Launch and Post-Launch Support, Ariox may conduct up to 3 status meetings per week. 
  2. The Customer is responsible for putting together a UAT plan and performing the actual testing. Ariox will provide guidance and suggestions for performing UAT.   
  3. The Customer is responsible for defining and creating the data necessary to perform UAT. The Customer is also responsible for deleting any test data that was created during the project. Ariox will not delete the Customer’s data. 
  4. Ariox will resolve issues identified during UAT as per the project scope. Changes outside of project scope will be tracked as future enhancements, to be scoped and completed as a separate, future project. 
  5. If this project coincides, impacts, or overlaps with other projects the Customer is implementing: 
  6. Ariox is not responsible for overall project management unless explicitly stated in scope, and if Ariox needs to manage 3rd parties to deliver this project, this may be considered out of scope and may result in a change order. 
  7. Ariox’s project will be closed regardless of whether the other projects are completed. 
  8. Additional documentation or deliverables are not included in scope. 

Project Team 

 

Customer Team Roles & Responsibilities 

 

Customer is responsible for acknowledging and responding to requests during Activation. These requests could be requirements documents, escalation issues, end-of-project notices, signature requests, etc. Some deliverables will require Customer’s signature before Ariox can continue with the implementation and Customer is responsible for responding in a timely and collaborative fashion to meet the agreed-upon project timelines. Lack of response may lead to changes in scope and/or timeline. 

 

It is important to understand that this is a list of project roles, not individuals, required to complete the Project. Depending on the size of the Customer organization and functionality being implemented, a single individual may take responsibility for multiple roles. 

Customer Team 

Role Description 

Tactical Responsibilities 

Project Manager 

Provides leadership to the project team and is responsible for overseeing the project. Will work with the Ariox Project Manager on scheduling and planning. Understands the overall goals of the project and is able to make and/or act upon most implementation decisions. This role is responsible for managing all Customer resources and tasks to adhere to the project schedule. 

• Attend all meetings 
• Point of contact for all day-to-day project operations 
• Coordinate Customer project team members & tasks 
• Manage decision making 
• Serve as gatekeeper for project issues log 
• Point of contact for project status 
• Manage Customer tasks and assignments 
• Manage and participate in user acceptance testing, including testing documents 

Administrator 

Responsible for administering the solution set after go live. This resource will be trained as the superuser and will typically train other Customer resources. The administrator should understand the overall goals of the project. 

This role will be responsible for maintaining and monitoring the solution when the project is completed. 

• Attend all meetings 
• Complete project action items 
• Learn and be familiar with the solution design and functionality 
• Perform user and system testing 

Business Process Owners 

Responsible for designing and approving business process flows for each department. Responsible for ensuring the solution designed and implemented meets the business needs. Signs off on UAT for his/her business processes. 

• Participate in the design of the solution 
• Define processes and approvals 
• Perform user and system testing 

Executive Sponsor 

Responsible for project escalations. 

• Optional attendance in the weekly status meetings 

Ariox Team Roles & Responsibilities 

Ariox Team 

Role Description 

Project Manager 

Ariox will provide a Project Manager (PM) for the project. The PM will provide a leadership role on the project team and will serve as an escalation point for the Customer and project team. Responsible for managing Ariox PS resources and adherence to project plan, adherence to the Proposal, as well as any risk and project issues that might need to be addressed. The PM is responsible for managing scope, timelines and budget. The PM will conduct weekly status meetings with the Customer’s project team. 

Technical Consultant(s) 

Responsible for developing and deploying the solution. This resource will work with the project team to define requirements, design solutions, and address project issues. This individual will ensure the solution is tested prior to the Customer’s UAT. 

Project Assumptions 

Deviations from these assumptions may lead to commensurate changes in the timeline and pricing. 

  1. Customers acknowledge that its participation, availability, and cooperation is critical for the success of the Project. Project timelines are based on the availability of Customer resources and key decision makers. Lack of access to project stakeholders or lack of timely decision making will impact project timelines and pricing. Customer agrees to provide Ariox with prompt and adequate responses to its requests for information and other requests related to the services to be performed under this Proposal. 
  2. The services in scope of this Proposal will be delivered in one project phase. If the Customer chooses a partial deployment of the solution, additional charges will apply to implement the remaining scope in a future project phase. 
  3. The following circumstances will cause the project to be put on hold. When a project is put on hold, Ariox’s resources will be removed from the project and reallocated to other work. Ariox will make multiple attempts to contact the Customer prior to putting the project on hold, however if Ariox does not receive a response, the project will be put on hold. 
  4. If the Customer is not ready to start the project within 2 weeks of the start date Ariox and the Customer agreed to, Ariox will put the project on hold. 
  5. Once the project has started, if, for any reason, the Customer or a 3rd Party is unresponsive or stalls the project for more than 2 weeks, Ariox will put the project on hold. 
  6. If the project has been put on hold, in order to re-engage, additional charges may apply for re-staffing, bringing a new project team up to speed, or re-visiting work/topics previously addressed. To re-engage, your balance due to Ariox must be paid and current. 
  7. Once your invoices are paid and you are ready to re-engage with us, your project will have to go through Ariox’s standard scheduling process.  
  8. With exceptions noted below, if the project has been put on hold, the subscription term and conditions remain the same and the subscription price and term is not adjusted. 
  9. If the project has been on hold for 12 months, it is assumed that the Customer wishes to cancel the project and Ariox will initiate the project cancellation process. The current subscription terms and conditions remain the same; the subscription price and term is not adjusted.  
  10. If the Customer wishes to then restart the project, a new proposal will be generated. 
  11. Customer agrees to provide the Administrator with access to all relevant accounts as necessary for dataset integrations.   

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