These terms and conditions together with a Quotation form an agreement between the Parties (the “Agreement”) for the provision of Software and/or Support and Maintenance. 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 Support and Maintenance, 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.
Customer Data: data (including Personal Data), information, text, images, audio, video, or materials provided or made available to SLB through Customer’s use of the Software and/or Support and Maintenance, excluding any information provided through a public forum associated with the Software and/or Support and Maintenance.
Documentation: any documentation or information associated with the operation, performance, pricing, use, or functionality of the Software and/or Support and Maintenance (including but not limited to user guides, manuals, technical specifications, and online help files) provided by SLB or available on the Support Portal, 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 and/or Support and Maintenance 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 and/or Support and Maintenance.
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 and/or Support and Maintenance 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.
Services: the digital services specified in the Quotation.
Software: the on-premise software specified in the Quotation, including the Documentation and any applicable updates and upgrades.
Support and Maintenance: the support and maintenance services for the Software, including the Support Portal.
Support Portal: the SLB website made accessible to the Customer and Users as part of Support and Maintenance where Customer can report issues and access other content, tools, and other services (e.g., discussion forums).
Term: the duration of permitted use by Customer of the Software and/or Support and Maintenance as specified in the Quotation, commencing on the earlier of (i) the commencement date specified therein or (ii) when SLB first makes the Software and/or Support and Maintenance available to Customer, along with any extensions or renewals.
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 shall not affect the interpretation of these terms and conditions.
Unless the context otherwise requires words in the singular shall include the plural, and in the plural, shall include the singular; and a reference to one gender shall include a reference to the other genders.
Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall 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 its internal business 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. Support and Maintenance.
Subject to the payment of applicable fees, SLB will provide Support and Maintenance as provided at https://www.software.slb.com/schlumberger-support-and-maintenance-policy.
4. 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 and/or Support and Maintenance 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 shall not: (i) rent, lease, lend, sub-license or otherwise transfer, distribute, or assign Customer's rights in the Software or Support and Maintenance; (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 and/or Support and Maintenance 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.
5. Fees and Payment Terms.
a. The fees and payment schedule are set out in the Quotation and unless otherwise specified therein are payable upfront; in full. Notwithstanding that fees may be payable in instalments, the Term of the Agreement is fixed and fees are non-cancellable and non-refundable unless otherwise specified.
b. Customer will pay all undisputed invoices within thirty (30) days of the invoice date. If Customer disputes any portion of an invoice in good faith, Customer must: (a) pay the undisputed portion of the invoice; (b) notify SLB of the basis for the dispute and provide all supporting evidence; and (c) provide a proposed resolution. Customer must not set off or withhold payments due for one billing period against a disputed invoice.
c. If Customer requires specific information for processing invoices, Customer must inform SLB of such requirements in writing within five (5) days of the Effective Date. SLB will evaluate the request and inform Customer if SLB cannot comply before issuing Customer with the first invoice.
d. Unpaid invoiced amounts will begin to accrue interest thirty (30) days after payment is due. Interest will accrue at the maximum amount permitted by law, unless another rate is provided in the applicable Quotation. Customer agrees to pay all reasonable and documented costs and attorneys’ fees SLB may incur in collecting any unpaid fees.
e. SLB reserves the right to rescind any discounts provided in the Quotation if Customer fails to pay an undisputed portion of an invoice when due or SLB prevails in a dispute resolution process regarding any portion of a disputed invoice. If such discount is rescinded by SLB, Customer must pay SLB the amounts owed for the Software and/or Support and Maintenance Services had the discount never been provided.
f. Fees do not include any local, state, provincial, federal, or national sales, use, excise, personal property, value-added, import/export, digital service tax, or other similar taxes or duties, which may be assessed in connection with the Software and/or Support and Maintenance. If any such taxes or duties are applicable, they will be added to SLB’s invoices to Customer. If SLB must initially pay such assessments, Customer agrees to reimburse SLB within thirty (30) days after receipt of SLB’s invoice. Taxes based upon SLB’s income, and assessed in SLB’s country of residence, are the sole responsibility of SLB.
g. Fees are completely net of any amounts in respect of any withholding taxes that may be applicable upon payments by Customer. If any withholding taxes are deemed to be applicable, Customer agrees that it will on its own accord gross-up the fee or charges due under this agreement in a fashion that net amounts received after such withholding yield back the prices and rates under the Agreement. In such case, Customer will deduct the withholding taxes from such grossed-up amounts and pay such withholding taxes directly to the appropriate governmental authority.
h. If as a result of any new legislation or extension/change in application of the existing law or interpretation thereof, any additional sums become payable by SLB in respect to personal, corporate taxes, Custom duties, or any other duties or levies, to any authorities of country of operation or elsewhere, not enacted at the submission of the Agreement , then SLB will be entitled to adjust its rates and prices with Customer, in a way that SLB does not incur an additional economic burden directly attributable to the Agreement and associated with such tax change.
6. 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 and to the Support and Maintenance, as well as any modifications or derivative works thereto.
b. If Customer provides SLB feedback or suggestions about the Software and/or Support and Maintenance, 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.
7. Data.
a. SLB claims no ownership rights in Customer Data. Customer is solely responsible for the reliability, integrity, accuracy, and quality of any Customer Data and for ensuring it has the legal and contractual right to use, and make available to SLB, any such Customer Data.
b. SLB and its Affiliates may use Customer Data to provide Support and Maintenance and to secure and improve SLB’s products and services.
8. Data Privacy.
SLB shall provide the Software and/or Support and Maintenance in accordance with all applicable data protection laws and its Privacy Statement available at: https://www.slb.com/privacy.
9. 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 and/or Support and Maintenance 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.
10. 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 10.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.
11. Warranty and Disclaimer.
a. SLB warrants the following:
i. Software: For a period of ninety (90) days from the Effective Date (the “Software Warranty Period”), the Software will perform substantially as described in the Documentation.
ii. Support and Maintenance: Support and Maintenance will be performed with reasonable care and skill.
b. If SLB breaches the foregoing warranties, and Customer makes a reasonably detailed warranty claim within thirty (30) days of discovering the issue with respect to the Software or of receipt of the applicable Support and Maintenance services, SLB will, at its discretion:
i. For breach of Section 11.a.i.: use commercially reasonable endeavours to remedy the error in the Software within a reasonable time or replace the Software. Any replacement Software will be warranted for the remainder of the original Software Warranty Period.
ii. For breach of Section 11.a.ii.: re-perform any Support and Maintenance service that fails to meet the warranted standard.
c. Alternatively, SLB may, at its discretion terminate the affected portion of the Agreement as it relates to the non-conforming Software or Support and Maintenance and refund to Customer any pre-paid, unused fees for the Software and/or Support and Maintenance, as applicable.
d. The warranties provided herein will not cover any errors or failure in the Software when caused, directly or indirectly by: (i) use of the Software not in accordance with the Documentation and/or this Agreement or use of an unsupported version of the Software; (ii) events beyond the reasonable control of SLB; or (iii) incompatibility with or failures of hardware, other software, firmware products or data supplied by Customer or any third party.
e. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11, 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 OR SUPPORT AND MAINTENANCE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, SECURE, WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT INTERPRETATIONS WILL BE ACCURATE, COMPLETE, OR RELIABLE.
f. This Section 11 is Customer’s exclusive remedy and SLB’s entire liability for breach of warranty.
12. Indemnification.
a. SLB will defend and indemnify Customer for costs and damages finally awarded for any third party claim that the Software as provided and/or used by Customer under this Agreement infringes any third party patent, copyright, or trademark. SLB’s indemnification obligations under this Section 12 are conditional on: (i) Customer giving SLB prompt notice of the claim for alleged infringement; (ii) Customer not making any admission, declaration, or arrangement regarding the claim of alleged infringement; and (iii) Customer tendering sole control and the defence of the claim to SLB. If SLB reasonably believes the Software may infringe a third party’s Intellectual Property, SLB may, at its sole option and expense: procure the right for Customer to continuing using the Software; modify the Software to make it non-infringing; or replace the Software with a functionally equivalent alternative. If SLB determines that the foregoing remedies are not commercially reasonable, SLB may suspend or terminate Customer’s use of the Software.
b. SLB’s indemnification obligations set out above will be void, and SLB will have no liability or responsibility to the Customer, if the alleged claim of infringement is based upon:
i. SLB’s compliance with Customer’s specifications, where such specifications require SLB to modify the Software;
ii. he combination of the Software with other products, software, services, processes, methods, workflows, or data not authorised in writing by SLB;
iii. continued use of the Software by Customer after being notified of a potential or actual infringement claim and being provided with modifications that would have avoided the alleged infringement;
iv. use by Customer of a version of the Software other than SLB’s most current release if the claim would have been avoided by use of the most current release or revision release or revision.
v. any unauthorized addition to or modification of the Software; or
vi. any use of the Software that does not correspond to the Documentation.
c. Customer will indemnify and defend SLB, its Affiliates, officers, directors, employees, successors and assigns from and against from and against any third party claims arising out of, or relating to, (i) Section 12.b.; and (ii) such third party’s reliance on the results of Customer’s use of the Software, including any Interpretations, or Customer’s reliance thereon.
d. The provisions of this Section 12 are Customer’s sole and exclusive remedy for any third party claims of Intellectual Property infringement.
13. 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 THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, LESS ANY AMOUNTS PREVIOUSLY CLAIMED. NOTHING IN THIS SECTION 13 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 13 (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.
14. 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:
i. the other Party commits a material breach of any term of the Agreement and fails to remedy the same within thirty (30) days of the date of notice, or such breach is irremediable;
ii. the other Party suspends, or threatens to suspend, payment of its debts;
iii. the other Party is deemed insolvent, unable to pay its debts, or enters into any arrangement with its creditors (other than for the sole purpose of a solvent reorganization); or
iv. the other Party files a petition for or becomes subject to an order for winding up, bankruptcy, dissolution, an administrator or receiver is appointed, or anything of similar effect in any country.
c. SLB may immediately suspend or terminate Customer’s licence to the Software, Support and Maintenance and/or this Agreement if: (i) SLB has reasonable grounds to believe that Customer is using the Software and/or Support and Maintenance in breach of Sections 2, 4, or 9; or (ii) Customer has failed to pay any undisputed amounts invoiced by SLB when due.
d. In the event of termination for Customer’s material breach, Customer will pay the full fees payable under the Quotation.
e. Upon expiration or termination of this Agreement:
i. Customer’s license to the Software and/or access to Support and Maintenance 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. All undisputed fees owing to SLB at the date on which termination or expiration takes effect will become immediately due and payable.
iv. Any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiration will remain unaffected.
15. Evaluations and Pre-Commercial Software.
a. In the event of any conflict or ambiguity between this Section 15 and the Agreement, this Section 15 will prevail.
b. Customer may make use of Evaluations or Pre-Commercial Software for the duration set out in the Quotation or in the absence of such, ninety (90) days from SLB making the Evaluation or Pre-Commercial Software available to Customer.
c. EVALUATIONS AND PRE-COMMERCIAL SOFTWARE ARE PROVIDED SOLELY “AS-IS”. SLB MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR PERFORMANCE OF EVALUATIONS OR PRE-COMMERCIAL SOFTWARE. SAVE FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW, SLB’S (AND ITS LICENSORS) AGGREGATE LIABILITY TO THE CUSTOMER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH EVALUATIONS AND/OR PRE-COMMERCIAL SOFTWARE WILL BE LIMITED TO US$100.
d. 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.
16. Governing Law, Venue, and Arbitration.
Any controversy or claim arising out of or relating to the subject matter of this Agreement, or any breach thereof, will be settled by arbitration in the English language in accordance with: (a) when SLB is a US-incorporated legal entity, the commercial arbitration rules of the American Arbitration Association under its Commercial Arbitration Rules, governed by the laws of Texas; or (b) when SLB is not a US-incorporated legal entity, the London Court of International Arbitration, governed by the laws of England and Wales. Any award rendered by the arbitrator(s) may include costs against either Party and may be entered into by a court of competent jurisdiction for enforcement, subject to limitations of liability articulated in this Agreement. The arbitrators must issue a final award no later than twelve (12) months after a demand for arbitration is filed.
17. Miscellaneous.
a. Licence Verification. From time to time, and with reasonable notice and during business hours, SLB may audit Customer’s books and records, facilities, and any authorized computers where the Software may be located to confirm the appropriate use of the Software in accordance with the terms of this Agreement, including that there has been no unauthorised distribution of the Software. Audit rights are not intended to extend to the review of any confidential or proprietary information that belongs to Customer.
b. Third Party Links. The Software and/or Support Portal may contain functionalities, the access to, or use of, which may direct Customer to third party resources, including, but not limited to, hyperlinks to other websites, resources, or content (“Third Party Resources). Such Third Party Resources may be governed by their own terms of use, privacy policy, and security standards. Customer acknowledges and agrees that SLB does not control, and has no liability for, Third Party Resources (including their security, functionality, availability) or Customer's use or reliance thereon.
c. 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.
d. Publicity. Neither party will make, or permit any person to make, any public announcement concerning these this Agreement without the prior written consent of the other Party, except: 1) as required by law or any court or other authority of competent jurisdiction; or 2) where SLB uses Customer’s name and/or logo(s) in its marketing material to notify others and/or make public that Customer is a user of SLB’s Software and/or Support and Maintenance.
e. 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. 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.
k. Notices.SLB may provide Customer with information about the Software and/or Support and Maintenance 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 shall 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.
l. 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.
m. 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.
n. Survival. Any provision of the Agreement which expressly or by implication is intended to survive expiry and/or termination shall continue in force, in addition to sections 1 (Definitions), 5 (Fees and Payment Terms), 6 (Intellectual Property), 7 (Data), 10 (Confidentiality), 11.e. (Warranty and Disclaimer), 13 (Limitation of Liability), 14.e. (Term and Termination), 16 (Governing Law, Venue and Arbitration), and 17.d-m. (Miscellaneous).
Version:January 2025
