These terms and conditions together with a Quotation executed by both Parties form an agreement between the Parties (the "Agreement"). Any contrary, inconsistent, or additional provisions contained in Customer's purchase order or other Customer documentation is expressly rejected.
1. Definitions.
Affiliate: any legal entity controlling, controlled by or under common control with an entity, where "control" is defined as the legal or beneficial ownership of more than fifty percent (50%) of the voting rights at the assembly of owners of such entity, or in the case of a foreign domiciled affiliate where the prevailing law of the foreign country prohibits majority ownership by a foreign parent organization, an ownership interest by such entity which reflects the maximum controlling interest allowable under the laws of such foreign country, or such other relationship as, in fact, constitutes actual control.
Confidential Information: non-public and proprietary information, disclosed orally or in writing which is either marked as confidential or ought to reasonably be considered confidential, including: SLB Intellectual Property, the Software, Documentation, information related to the business, affairs, customers, partners, or suppliers of the other Party, information related to any security vulnerabilities of the Software and/or, and information about SLB's and its Affiliates' products and services. Except as required by applicable law or regulation, Confidential Information will not include information that:
- at the time of the disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of the Agreement, act, or omission by the recipient or any of the recipient's representatives;
- at the time of the disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the recipient by any legal, fiduciary, or contractual obligation;
- was known by or in the possession of the recipient, as established by documentary evidence, before being disclosed by or on behalf of the disclosing party pursuant to the Agreement; and/or
- was or is independently developed by recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party's Confidential Information.
Customer: the legal entity or natural person identified as such in the Quotation.
Documentation: any documentation or information associated with the operation, performance, pricing, use, or functionality of the Software (including but not limited to user guides, manuals, technical specifications, and online help files) provided or made available by SLB, as may be updated by SLB from time to time.
Effective Date: the earlier of (i) the later date of execution of the Quotation or (ii) the date on which the Software is first made available or provided to Customer.
Embedded Software: third party software components or products included as part of the Software, including open source software.
Evaluations: a short-term licence to the Software for testing, evaluation, proofs of concept/value or similar purposes.
Excluded Licence: any software component that is subject to any open source or other software license requiring, as a condition of the license, use, modification, distribution, disclosure, or conveyance of Party-owned code incorporating such software component that: (a) such code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of such code; (c) such code becomes redistributable at no charge; and/or (d) such code be licensed under any license that abrogates proprietary rights the Party has in such code.
Geographic Unit: means the countries and/or regions specified in the Quotation.
Intellectual Property: all trademarks or trade names (whether common-law or registered), logos, icons, patents, patents, patent applications, copyrights (whether published or unpublished, and registered or not), trade secrets, know-how, designs, designs, inventions, goodwill, database rights, confidential information, and transferable rights under written agreements relating to the Software.
Interpretations: any output, result, explanation, evaluation, recommendation, analysis, model, estimate, answer, insight, prediction, advice, and/or description provided by SLB and/or the Software. Party: SLB or Customer; "Parties" means SLB and Customer.
Personal Data: any information that is directly or indirectly related to an identified or identifiable natural person.
Pre-Commercial Software: Versions of the Software or Software features that have not been approved for general commercial release, including 'alpha', 'beta', 'controlled commercial', and early access versions.
Quotation: the form or order entered into between SLB and Customer that specifies the Software to be provided, including any hyperlinks, attachments and/or exhibits thereto. Representatives: employees, agents, officers, directors, contractors, and other representatives of a Party or its Affiliates.
SLB: the SLB legal entity indicated in the Quotation.
Software: the on-premise software specified in the Quotation, including the Documentation
Term: the longer of thirty (30) days or the duration of permitted use by Customer of the Software as specified in the Quotation, commencing on the earlier of (i) the commencement date specified therein or (ii) when SLB first makes the Software available to Customer.
User: any individual employee or contractor of Customer designated by Customer to use the Software. A User must always be a natural person.
Clause, Schedule and paragraph headings will not affect the interpretation of these terms and conditions.
Unless the context otherwise requires words in the singular will include the plural, and in the plural, will include the singular; and a reference to one gender will include a reference to the other genders.
Any words following the terms "including", "include", "in particular", "for example" or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
The text of this Agreement, as well as the documents associated therewith have been written in English in multiple locations around the world. Consideration has been taken to harmonize the particular dialect of English being used herein, all versions being deemed authentic. For legal purposes, any typographical or grammatical errors originating in non-US English dialects will be deemed to be given a proper interpretation under the US English dialect, which will be given priority of any interpretation.
It is the intention of the Parties that this Agreement should not be construed against either Party as the author or drafter of the Agreement.
2. Software License Grant.
a. In consideration of the fees paid or payable by Customer and subject to the terms of this Agreement, SLB grants to Customer a non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable, limited licence for the Term to:
i. install and use the Software on Customer owned-or-managed systems for Evaluation Purposes in accordance with the Documentation and the Quotation.
ii. make a reasonable number of copies of the Documentation for Customer's own internal use, provided that Customer retains all original copyright, patent, and proprietary rights notices.
b. Customer’s installation and use of the Software is restricted to the Geographic Unit save that Users may take or use the Software outside of the Geographic Unit for short-term assignments, not to exceed five (5) Business Days.
3. Customer Obligations and Restrictions.
a. Customer is solely responsible and liable for all acts and omission of its Users. Customer must ensure that all use of the Software by Users is in compliance with the terms of this Agreement.
b. The Software is licensed not sold. SLB reserves all other rights that are not specifically granted to Customer. As a condition of this Agreement, Customer expressly agrees it will not: (i) rent, lease, lend, sub-license or otherwise transfer, distribute, or assign Customer's rights in the Software; (ii) reverse engineer, decompile, or disassemble the Software; (iii) develop or create modifications, improvements, and/or derivative works of the Software; (iv) use the Software in violation of any law, statute, or regulation; (v) negligently, intentionally, or wilfully propagate or introduce any virus, worms, Trojan horses or other programs intended to damage any system or data; (vi) remove, alter, or obscure any product identification or proprietary notice contained in the Software; (vii) use the Software in combination with any Excluded Licence; (viii) access or seek to access restricted elements of the Software or Support Portal, or modify, disable, or otherwise “crack” any Software feature; (ix) use, publish or display the Software or Documentation in any manner except as provided herein; (x) use or analyse the Software and/or Interpretations (including through use of artificial intelligence (“AI”), machine learning, and/or generative AI) use, to aid in the development of software that provides similar functionality or capability to SLB software products, regardless of whether such developed software is public domain, licensed, or sold; (xi) perform a benchmark, performance analysis, or penetration testing of the any version of the Software or Support Portal; or (xii) use the Software on behalf of, or to provide, any product or service to third parties.
4. Intellectual Property Ownership.
a. Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, in or to the other Party’s Intellectual Property. SLB, and its licensors, retain all right, title, ownership, and interest in and to the Software, as well as any modifications or derivative works thereto.
b. If Customer provides SLB feedback or suggestions about the Software, then SLB may use that information without obligation to Customer, and Customer irrevocably assigns SLB all rights, title, and interest in that feedback and/or those suggestions.
5. Data Privacy.
SLB will provide the Software in accordance with all applicable data protection laws and its Privacy Statement available at: https://www.slb.com/privacy.
6. Export Regulations.
a. Customer will comply with all applicable export control, trade sanctions, and other foreign trade control laws, rules and regulations, and will not export, re-export or import, directly or indirectly, any export-controlled items, or any direct product of them, in violation of any applicable export laws. Customer’s violation of applicable export or trade control regulations will result in the immediate automatic termination of the Agreement, and all rights granted therein. SLB may immediately suspend Customer and/or its Users access to the Software if Customer and/or any User becomes a denied party or the subject of any sanctions legislation that, in SLB’s reasonable opinion, requires such suspension.
b. Customer will not allow access to or use of the Software by Users by any means whatsoever:
i. From Cuba, North Korea, Syria, Iran, or other countries that are subject to United States, United Nations, European Union or similar trade sanctions/embargoes; or
ii. in a manner which would breach any country’s data residency or security laws or regulations.
7. Confidentiality.
a. Each party agrees to maintain all Confidential Information received from the other party in confidence during the term of the Agreement, and for a period of five (5) years after termination or expiration thereof. Each Party will use the same degree of care as it uses to protect its own confidential information, but in no event will the receiving party use less than a commercially reasonable degree of care. Further, each Party agrees subject to Section 7.b. below (a) to disclose the Confidential Information only to its Representatives on a need-to-know basis and only provided such Representatives are subject to equivalent confidentiality obligations as those set out herein; and (b) not to use the disclosing Party’s Confidential Information for any purpose other than to exercise its rights and/or perform its obligations under the Agreement. Each Party will be responsible for any breaches of this Agreement by its Representatives.
b. If a third party requests Confidential Information from a receiving party pursuant to a legal requirement, the receiving party will do the following, if legally permitted:
i. promptly notify the disclosing party of the request;
ii. reasonably assist the disclosing party in seeking a protective order or similar remedy if the disclosing party requests such assistance;
iii. inform the disclosing party of the Confidential Information provided to the third party; and
iv. endeavour to maintain the confidentiality of Confidential Information disclosed to the third party.
8. Disclaimer.
a. THE SOFTWARE IS PROVIDED “AS-IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, SLB AND (ITS LICENSORS) EXCLUDE AND DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND TERMS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE. SLB DOES NOT WARRANT THAT THE SOFTWARE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, SECURE, WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT INTERPRETATIONS WILL BE ACCURATE, COMPLETE, OR RELIABLE.
b. With respect to Pre-Commercial Software:
i. SLB makes no commitment to release the Pre-Commercial Software as a commercial offering and makes no warranty or representation that the Pre-Commercial Software will have been tested for customer use.
ii. the existence and/or use by Customer of the Pre-Commercial Software will be deemed Confidential Information under this Agreement.
9. Limitations of Liability.
a. SLB’S (AND ITS LICENSORS) AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, EQUITY, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL BE LIMITED TO US$100.00. NOTHING IN THIS SECTION 9 WILL EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AT LAW.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY RECOVER, INCLUDING UNDER AN INDEMNITY, ANY PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR ENHANCED DAMAGES. FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY OF THE FOLLOWING LOSSES, IN EACH CASE WHETHER DIRECT OR INDIRECT: (I) LOSS OF USE; (II) LOSS OF REVENUE, PROFIT, OR BUSINESS; (III) LOSS OF INVESTMENT; (IV) LOSS OF GOODWILL OR REPUTATION; (V) LOSS OF RIG TIME OR OTHER BUSINESS INTERRUPTION; (VI) DAMAGE TO, OR LOSS OR CORRUPTION OF, CUSTOMER DATA, SENSORS, OR CONTROL SYSTEMS; AND/OR (VII) COST OF SUBSTITUTE SOFTWARE OR SERVICES, EACH HOWSOEVER ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.
c. The limitations and exclusions in this Section 9 (Limitations of Liability) apply even if Customer is not fully compensated for any losses and regardless of: (i) whether SLB knew of or should have known about the possibility of damages; or (ii) if any limited remedy fails in its essential purpose.
10. Term and Termination.
a. This Agreement comes into effect from the Effective Date and will remain in force until the end of the Term.
b. Either Party may terminate this Agreement immediately by written notice to the other Party if the other Party commits a material breach of any term of the Agreement and fails to remedy the same within five (5) days of the date of notice, or such breach is irremediable
c. SLB may immediately terminate this Agreement if SLB has reasonable grounds to believe that Customer is using the Software in breach of Sections 2, 3, or 6.
d. Upon expiration or termination of this Agreement:
i. Customer’s license to the Software will cease, and Customer must immediately cease using the Software and delete (or, upon request, return) all copies of the Software.
ii. Each Party will delete the other Party’s Confidential Information. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
iii. Any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiration will remain unaffected.
11. Governing Law, Venue, and Arbitration
Any dispute or claim arising under or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales and each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
12. Miscellaneous.
a. Embedded Software. The Software may include Embedded Software. To the extent such software is open source, it is licensed to under the applicable open source software license, details of which may be found in a text file, installation file or folder accompanying the Digital Offering.
b. Publicity. Neither party will make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party, except as required by law or any court or other authority of competent jurisdiction.
c. Third Party Rights. Save for SLB’s third party licensors who will be deemed third party beneficiaries under this Agreement, with a right to enforce the terms as they relate to Embedded Software, this Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns), including under English law pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other applicable law or regulation.
d. Force Majeure. SLB will not be liable under this Agreement if SLB is prevented from or delayed in performing SLB’s obligations by acts or events beyond SLB’s reasonable control, including: strikes, lock-outs or other industrial disputes (whether involving the workforce of SLB or any other party); utility, network or device failure external to SLB or its service providers; acts of God, war, riot, civil commotion, pandemic, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood, or storm.
e. Order of Precedence. In the event of any conflict or ambiguity between these terms and conditions and the Quotation, the terms of the Quotation will prevail.
f. Relationship of the Parties. The relationship between the Parties is that of independent entities. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other party in any manner whatsoever.
g. Assignment. No rights or obligations under this Agreement are assignable or transferable (other than to SLB’s Affiliates) in any manner, whether voluntary, by merger, operation of law or otherwise without the other party’s prior written agreement. Any transfer or assignment in breach of this section allows the non-breaching party to terminate this Agreement.
h. Waiver. No failure or delay by a party to exercise (partially or completely) any right or remedy provided under this Agreement or by law will constitute a waiver or restriction of that or any other right or remedy.
i. Notices. SLB may provide Customer with information about the Software electronically, including, but not limited to, via email, a forum, or a web site that SLB identifies. Notices expressly required under this Agreement must be in writing to the address provided in the Quotation, by hand, registered mail, first class post or next day delivery and will be deemed effective: (i) upon receipt if by personal delivery or by certified or registered mail (return receipt requested), or (ii) the next working day following dispatch if by first-class post or next day delivery service.
j. Severability. If any term or provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
k. Entire Agreement. This Agreement constitutes the sole and entire agreement between SLB and Customer regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Except for hyperlinks or as otherwise provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
l. Survival. Any provision of the Agreement which expressly or by implication is intended to survive expiry and/or termination will continue in force, in addition to sections 1 (Definitions), 4 (Intellectual Property), 7 (Confidentiality), 8.a. (Warranty and Disclaimer), 9 (Limitation of Liability), 10.d. (Term and Termination), 11 (Governing Law, Venue and Arbitration), and 12 (Miscellaneous).
Version: January 2025
