Terms and conditions

By accessing or using the Services, Customer accepts these SLB CELSIUS ENERGY DIGITAL Terms and Conditions (“T/Cs”) with effect from the Effective Date. The T/Cs, with a Quotation (if applicable), form an "Agreement" for the purpose of accessing or using the Services. Any contrary, inconsistent, or additional provisions contained in Customer’s purchase order or other Customer documentation is expressly rejected.

Definitions
1. Affiliate(s): any legal entity: (i) 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; or (ii) specifically designated as an affiliate of either party in a Quotation.
2. Connected Edge Device: the edge device and parts of the associated software stored or executed in the Equipment
3. Authorized Users: any individual (whether an employee, agent, or contractor of Customer Group) who receives login credentials to Equipment, Software or CELSIUS ENERGY Cloud from the Customer or from SLB at Customer’s instruction. This includes, but is not limited to, Customer employees and contractors who will interact with the Equipment, Software and CELSIUS E²NERGY Cloud.
4. Building Management System: a control system used to monitor and manage the mechanical, electrical and electromechanical services in a facility.
5. Building Management System data: data generated by the Building Management System
6. SLB Authorized Users: any individual (whether an employee, agent, or contractor of SLB Group), who receives login credentials from SLB to Equipment, Software or CELSIUS ENERGY Cloud to support delivery of the services to Customer. This includes, but is not limited to, SLB employees and its contractors who provide technical support for the Equipment, Software and CELSIUS ENERGY Cloud.
7. Claim: any claims (including third party claims) of any kind and character, liens, proceedings, demands, recoveries, judgments, awards, remedies, debts, liabilities, damages, losses, costs, expenses (including legal expenses) or causes of action of whatever nature including without limitation those made or enjoyed by dependents, heirs, claimants, executors, administrators, successors, survivors or assigns.
8. Confidential Information: non-public and proprietary information, including operational workflows, non-publicly available components of EHCII, Equipment, Software, Opinions, Documentation, Services details and performance test result. Except as required by applicable law or regulation, Confidential Information does not include information that:
  1. 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;
  2. 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;
  3. 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;
  4. 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; or
9. Customer: the legal entity or person that enters into an Agreement with SLB.
10. Documentation: any document/information associated with the Services or Equipment (such as those including a description and/or instruction for use) and provided by SLB to Customer from time to time. Documentation does not include information published online on forums or other informal communications.
11. CELSIUS ENERGY Cloud: portions of CELSIUS ENERGY software stored or executed on computers that are remote from the Site as set out in the Quotation. CELSIUS ENERGY Cloud will be governed by these T/C’s, the SLB Online Services Terms and Conditions (“OSTC”) available from https://www.software.slb.com/SLB -online-services-terms-and-conditions, and the Quotation. If there is a conflict between these T/C’s and the OSTC, the OSTC will control for CELSIUS ENERGY Cloud and associated cloud services.
12. Effective Date: the date Customer/User(s) are first authorized to access the Software and/or benefit from the Services.
13. Equipment, Health, Conditions, Index and Interaction Data (“EHCII Data”):
  1. data related to Equipment operation, performance, and health including the conditions in which the Equipment is deployed. The data is normally generated automatically by sensors in the instruments themselves.
  2. all data that is aggregated from the sub-surface and in the technical room of that building, in support of the delivery of Services such as metadata used to configure the building management system, data that identifies an object and metadata about a borehole heat exchanger data).
  3. data related to how an Authorized User interacts with software or tools, including what workflows/variables and UI elements are selected. It may include general information about how values were changed by user (increase/decrease).
14. Equipment: SLB provided hardware required at the Site to enable the Services. This includes SLB ’s computing hardware that is deployed at the Site and that runs the Software; all other SLB provided equipment, telecommunications, supplies and materials used in connection with such installation for delivery of the Services.
15. Feedback: feedback, guidance, improvement requests or other recommendations Customer or Authorized Users provide to SLB regarding the Services and Documentation and their use thereof.
16. Fees: fees charged to Customer by SLB for access and use of the Services and/or provision of the Equipment, or any other charge shall be as specified in the Quotation.
17. Group: Interchangeably, Customer or SLB, its/their contractors and subcontractors of any tier, its/their clients, co-interest owners, joint-ventures, co-lessees, and invitees and its/their Affiliates, shareholders, directors, officers, employees, agents, consultants and servants. For avoidance of doubt, for Customer, Group does not include SLB Group and for SLB, Group does not include Customer Group
18. Internet Access: The connection through which SLB can transmit data and commands between the building -based computing and control system(s) and the cloud based computing system(s) as part of the Services.
19. Functional Specification: a document for a specific version of the Software that specifies the functions that Services must perform.
20. Mobilization: The installation and commissioning of the Equipment and Software at the building along with any system initialization required to prepare the Software, Equipment and Services for use by Customer. Mobilization is inclusive of all people and equipment necessary to conduct mobilization operations.
21. Opinions: all interpretations and recommendations, descriptions and/or decision(s), including but not limited to, the processing, review and analysis of the BMS data, the making of models, workflows, estimates, descriptions, and simulations using data, and the recommendation of an action or set of actions based on the foregoing.
22. Party: SLB or Customer; Parties: SLB and Customer.
23. Quotation: SLB ’s written document setting out the details of the Services the Customer is purchasing and/or to which it is subscribing.
24. Real Time Data Transmission: The streaming of data from the Site to CELSIUS ENERGY Cloud.
25. SLB: the legal entity in the Quotation and/or its Affiliates who are providing the Services to Customer under the Agreement.
26. Security Incident: any unlawful or unauthorized access to the BMS resulting in loss, disclosure, or alteration of the BMS Data and/or the way the BMS operates.
27. Services: SLB related services to be provided to Customer as detailed in the Quotation, including (a) any online services (i.e., CELSIUS ENERGY Cloud), and/or (b) Software and Equipment.
28. Site(s): location of the building and its subsurface where the borehole heat exchangers are installed.
29. Software: software application(s) installed on the Equipment specified in the Quotation and part of the Services.
30. Third Party: any Person other than a member of Customer Group or SLB Group.
31. Third Party License Terms: license terms associated with third party software, including but not limited to open-source software license terms.
32. Update: any update, enhancement, modification, bug-fix, patch or error correction, that SLB makes generally available to Customer, excluding Equipment, hardware, Software or Services for which SLB would charge an additional fee. Updates shall be deemed to be Software for purposes of the Agreement. Except for licensed Third-Party content, all rights, titles and interests in an Update are owned by SLB.
Structure of this Agreement
1. These T/Cs provide the contractual framework for Customer and SLB to enter into agreements from time to time for the provision of Services in the Quotations.
2. Each Quotation shall, upon its execution (or acceptance by other means), constitute a separate legal agreement between Customer and SLB for the provision of the Services specified in that Quotation and shall incorporate by reference these T/Cs to form an Agreement.
3. The Services specified to be provided under an applicable Quotation shall be provided in accordance with these T/Cs and the relevant terms set out in such Quotation, which may include pricing and related commercial terms and restrictions that apply to the Services.
4. If there are any discrepancies between the relevant Quotation and these T/Cs, these T/Cs will take precedence unless that Quotation:
  1. expressly identifies specific section(s) of these T/Cs to be modified; and
  2. provides the modified language limited to the specific section(s) identified.
5. These T/Cs do not oblige either Customer or SLB to issue or accept any Quotation or enter into any agreement. Except to the extent provided in an Agreement, SLB shall not be obliged to provide the Services.
Provision of Services
1. Subject to compliance with the Agreement, SLB will provide the Services to the Customer as specified in the applicable Quotation(s). SLB hereby grants to Customer a non-exclusive, non-assignable, non-transferable, limited term license, with no right to grant sublicenses, for Authorized Users to access and use the Services in accordance with the Documentation during the term of the Agreement and only for its intended purpose.
2. SLB will manage the access to the Services. SLB will provide SLB Authorized Users with access to the Services to support and monitor the Services. SLB Authorized Users may be given access for purposes including, but not limited to the maintenance and health monitoring of the Software and Equipment; providing required configuration and set-up; data gathering and investigation; and installing software Update’s. Upon Customer request, SLB will provide Customer with a list of SLB Authorized Users.
3. SLB will provide Authorized Users with login credentials or access rights at Customer’s request. Customer is responsible for providing SLB with the information SLB needs to create login credentials or access rights for Customer’s Authorized Users. Customer is also responsible for informing SLB when an Authorized User’s login credentials or access rights will need to be revoked. Customer is responsible and liable for the acts and omissions of its Authorized Users, including without limitation unauthorized access to by Third Parties caused by Customer’s or its Authorized Users’ loss or disclosure of its credentials or passwords.
4. Mobilization. Mobilization and maintenance of the Equipment may require BMS down time. Customer hereby acknowledges and accepts that downtime is not to be attributed to SLB as non-performance time.
5. Safety. Customer, its other contractors and SLB shall conduct their respective operations safely with all due diligence and in accordance with good building construction industry practices.
Obligations
1. SLB obligations
  1. SLB will provide the Services in accordance with each Agreement.
2. Customer obligations
  1. Customer will implement adequate and effective policies and procedures to ensure that credentials issued to Authorized Users are kept secure and confidential.
  2. Customer’s access and use of the Services and Documentation will be in accordance with the terms and conditions of this Agreement. Customer shall provide SLB with all information, support, and materials reasonably necessary for SLB to activate and operate the Edge Device for Customer.
  3. Customer will maintain a written, up to date list of current Authorized Users and provide such list to SLB on request.
  4. Customer will permit SLB to audit Customer’s use of the Services to verify compliance with the Agreement.
  5. Customer will be responsible for maintaining the Equipment in good operating condition; and
  6. Customer will permit SLB to Update the Software whenever required within a reasonable period. If any Update is delayed due to the Customer, SLB will have the right to suspend the Services. SLB will not be liable for any Claims due to an Update delay caused by the Customer.
  7. Customer shall not:
    1. copy, modify, duplicate, create derivative works forms, frame, mirror, republish, download, publicly display, transmit, or distribute all or any portion of the Services and/or Documentation.
    2. de-compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, except as may be allowed under applicable law incapable of exclusion, in which case SLB shall have the option to cancel the order and terminate the Agreement.
    3. modify, translate, or prepare derivative works of the Services or Documentation.
    4. use or access the Services for the purpose of designing, modifying, or otherwise creating any program, product, or service or any portion thereof that performs functions similar to the functions performed by the Services unless authorized by SLB.
    5. obtain, attempt to obtain, or redistribute any data or information available through the Services by any means not intentionally made available by SLB, including by any form of automated access, scraping, or similar process.
    6. license, sell, rent, lease, transfer, assign, distribute, use as a service bureau, display, disclose, or otherwise commercially exploit the Services and/or Documentation in any way other than originally intended under the Agreement.
    7. use third party services: (a) to perform any stress, vulnerability, penetration, availability, or performance testing on, or otherwise attempt to access, in a manner not expressly permitted by SLB, any network, system, server, or computer hosting Services; (b) for benchmarking or attempting to create a similar service.
    8. if applicable, sell, charge, hire, assign, sub-rent or transfer the Equipment and/or the Services, in whole or in part, to a third party at any time without SLB ’s prior written consent.
    9. remove, alter, modify or make any technical adjustments or attempt to repair the Equipment.
    10. upload or otherwise provide to SLB any code subject to Third Party License Terms or use the Services in any manner that may subject SLB to Third Party License Terms in any way.
    11. use the Services or allow Authorized Users to use the Services in a way that may:
      1. violate the rights of others, including other customers of SLB also using the Services.
      2. try to gain unauthorized access to or disrupt any service, device, data, account or network.
      3. circumvent, disable, obtain, gain unauthorized access to restricted elements of the Services, or otherwise interfere with security-related features of the Services, including by bypassing security features such as quality control features limiting the number of Authorized Users, accessing or using, or attempting to access or use, any module, feature, or function of the Services for which the applicable fee has not been paid.
      4. harm the Services or impair anyone else's use of it; or
      5. otherwise use the Services in any way that was not intended or foreseeable at the time of the Agreement.
      6. access, store, distribute or transmit, during its use of the Services, any malware, material containing any libelous, defamatory, disparaging, pornographic, or obscene materials, or anything otherwise illegal, constituting a crime of moral turpitude, or that may cause damage or injury to any person or property.
    12. Unless otherwise stated in the Quotation, Customer is required to provide, at its cost:
      1. A location for installation of the Equipment that meets or exceeds SLB ’s specifications for the Equipment, including, but not limited to electrical power supply connections, physical facilities with adequate space, air conditioning, and other specifications required to install, test, operate, maintain and/or repair the Equipment.
      2. access to any third-party interface and software required for the use of Services including but not limited to the BMS
      3. a network connection, telecommunications links and network security, including but not limited to the Internet Access and the Customer’s firewalls, that provides sufficient connectivity for the Services as specified by SLB. Customer shall be solely responsible for any issues, conditions, delays, delivery failures and/or any other loss or damage arising from or relating to Customer's network connections, telecommunications links or any other issue caused by the internet or resulting from cybersecurity losses;
      4. safekeeping of the Equipment at the Site.
    13. Customer shall provide SLB with immediate written notification of any loss or damage to the Equipment, any possible misuse of Customer Account or authentication credentials, any Security Incident related to the Services, or any breach of this Article 4.
    14. Customer shall be responsible for any additional costs incurred or any delay in the provision of Services or any reduction of Service capabilities resulting from Customer ‘s failure to comply with any of the conditions listed in this Article 4, including providing a sufficient Internet Access.
Payment and taxes
1. Except as otherwise specified in the Quotation, Customer acknowledges that the Services are paid on a yearly basis, in advance.
2. Customer agrees to pay interest on all Fees due and unpaid. Interest will accrue at the higher of 1.5% interest per month, or part thereof or, if less, the maximum amount permitted by law. Customer agrees to pay all reasonable and documented costs and attorneys’ fees incurred by SLB if any unpaid amounts are collected through legal proceedings or by a collection agent.
Term, Termination, Suspension and Cancelation
1. This Agreement will commence on the Effective Date and will continue until the expiration of the Agreement upon completion of the Services of if otherwise terminated as provided in this Article or pursuant to Customer cancellation in Article 6 (the “Term”).
2. Without affecting any other right or remedy available to it, either Party may immediately terminate this Agreement by giving written notice to the other Party if:
  1. the other Party commits a material breach of any term of the Agreement, including but not limited to, failure to pay, and the other Party fails to remedy the same within five (5) days upon written notice of breach; or
  2. the other Party suspends, or threatens to suspend, trading or payment of its debts, or is deemed unable to pay its debts or enters into any arrangement with its creditors (other than for the sole purpose of a scheme for a solvent reorganization), or an order or petition for winding up is issued, an administrator or receiver is appointed, or anything of similar effect.
3. Customer Data will be deleted from the Edge device
4. Without prejudice to SLB ’s right to terminate pursuant to Article 6.2, SLB may immediately suspend the Services, without liability, without notice and for as long as SLB deems it necessary (a) in the event of any Security Incident, (b) for any non-compliance with laws and regulations; (c) for any violation of SLB ’s proprietary rights; (d) for any Customer or User breach of the confidentiality provisions; (e) for any breach of the Customer’s representations and warranties provided in this Agreement; (f) upon Customer’s merger, being acquired, or ceasing to engage in business activities.
5. On expiration or termination of this Agreement for any reason, the following will apply:
  1. All rights and licenses granted under this Agreement will automatically terminate.
  2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiration will not be affected or prejudiced.
Cancellation
1. Unless agreed otherwise in the Quotation:
  1. For cancellations within forty-five (45) days of scheduled Mobilization, Customer will be subject to:
    1. a seventy-five percent (75%) cancellation and restocking charge based on total price of deployment services charges, and
    2. a services cancellation fee as specified in the Quotation.
  2. For cancellations within ten (10) days of scheduled Mobilization, Customer will be subject to:
    1. a ninety percent (90%) cancellation and restocking charge based on total price of deployment services charges, and
    2. a services cancelation fee as specified in the Quotation.
2. After Mobilization, Services may be cancelled upon thirty (30) days prior written notice, subject to Customer paying the cancelation fee as specified in the Quotation. All cancelation charges are payable within thirty (30) days of notice.
Data
1. Customer acknowledges that SLB does not determine whether any data is subject to any specific law or regulation, including data residency, data privacy and export control laws and regulations. By creating, transmitting, exporting, submitting, posting, processing or otherwise making data available to SLB as part of the Services, Customer agrees that: (i) Customer will evaluate and bear all risks associated with the creation, transmittal, export, re-export, storing, posting, processing and use of such data; (ii) under no circumstances will SLB be liable in any way for any data and its creation, transmittal, export, re-export, storing, posting, processing or use; and (iii) SLB is not responsible for backing-up any data collected in connection with the Services.
2. Data Use. Notwithstanding anything to the contrary herein, SLB may use any and all data received in connection with the Services to (i) provide Services to Customer and Authorized Users, and (ii) create, modify, enhance, improve and/or secure SLB ’s products and/or services, subject to the confidentiality obligations herein.
3. Cloud Services. Customer understands and acknowledges that SLB may use third party service providers in connection with the Services, including without limitation, the use of third-party cloud computing service providers that may transmit, maintain and/or store BMS Data using third party computers and equipment. SLB ’s and third parties’ computer and equipment may be located around the world, including locations outside the country of operation or incorporation of Customer.
Privacy and Security
1. SLB provides the Services consistent with its Privacy Statement (https://www.slb.com/privacy, applicable data protection laws and the related CELSIUS ENERGY security framework.
2. Customer shall provide SLB with immediate written notification of any possible misuse of authentication credentials and any Security Incident related to the Services.
3. If there is a Security Incident affecting BMS Data:
  1. SLB will notify Customer about the Security Incident without undue delay upon becoming aware.
  2. SLB may immediately suspend the Services without notice and for as long as SLB, acting reasonably, deems necessary.
Compliance with Laws
1. Customer shall comply and ensure that its Authorized Users comply with all laws and regulations, including but not limited to, those applicable to: (i) the transmission, storage, deletion and general processing of data; and (ii) privacy, data protection, export laws, data residency and confidentiality of communications.
2. SLB shall comply with all laws and regulations applicable to the provision of the Services. SLB is not responsible for compliance with any laws or regulations applicable to Customer or that are not generally applicable to information technology service providers.
3. Customer has been licensed to use the Services in the country of Customer’s address on the Quotation. Use of the Services and the exportation of the Software and Equipment to certain countries subject to export controls, economic sanctions or other similar regulations by the United States, United Nations, or the European Union, may be prohibited. Customer is responsible for complying with all applicable export and trade control regulations, including the actions of all Authorized Users in this respect. Customer’s use, export, transfer, assignment or other movement of the Software or data in violation of applicable export or trade control regulations will result in the immediate termination of Customer’s rights under this Agreement.
4. Export Controls. Customer will not allow access, use of, or ingestion of data to the Services by Authorized Users:
  1. 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
  2. in a manner which would breach any country’s data residency laws or regulations, by any means whatsoever.
5. Customer’s or the Authorized Users' violation of applicable export or trade control regulations will result in the immediate suspension of the Customer’s and the Authorized Users' rights under the Agreement. The exportation to or use in Cuba, North Korea, Syria, Iran or other countries that are subject to United States, United Nations, European Union or similar trade sanctions or embargoes is prohibited.
6. If Customer and/or any User is or becomes subject to legal sanctions, access to the Services will be immediately suspended. Nothing herein restricts SLB’s ability to comply with all laws and regulations regarding data retention or data deletion associated with such Customer and/or User as it relates to legal sanctions. If legally permitted, SLB will promptly notify Customer of any such suspension, data retention, or data deletion.
7. Assignment. No rights or obligations under these T/Cs and/or any 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 these T/Cs and/or any Agreement.
Proprietary Rights
1. Customer acknowledges and agrees that any and all intellectual property rights, expertise, know-how in the Services, the Software, the Documentation, the Equipment, and any modifications, improvements, enhancements and derivative works of same (even if created by or with Customer or using data under section 7) will vest and remain with SLB and/or its licensors. Except as expressly stated herein, the Agreement does not grant Customer any rights to or in patents, copyright, database rights, trade secrets, SLB ’s Confidential Information, trade names, trademarks (registered or unregistered), or any other rights or licenses for the Services, the Software, the Documentation, the Equipment and/or any Feedback or Metrics.
2. Customer agrees that SLB, in its sole discretion, may incorporate and use (including distribution in source or object code form under a commercial or other license) any and all Feedback, and Customer grants SLB the rights to use all Feedback for purposes of its own improvement of services and equipment performance.
3. Title and Risk. Customer shall bear all risk of loss or damage to Equipment from any cause whatsoever commencing upon its delivery to the Site.
Confidentiality
1. Neither Party shall disclose the other Party’s Confidential Information to a third party, unless required by law. Upon receipt of a request, the disclosing Party shall promptly notify the other Party of such request and confirm to the latter whether and which Confidential Information was disclosed.
2. Each Party shall hold the other's Confidential Information in confidence using the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care).
3. Each Party agrees to limit access to Confidential Information of the other Party to those of its and its Affiliates’ employees, contractors, service providers and agents who need such access to perform this Agreement, and who are subject to confidentiality obligations containing protections no less stringent than those herein.
  1. Neither Party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except for third parties to whom the Party has given access to Confidential Information in accordance with Article 9.4.
  2. Customer warrants and represents that it owns and has the right to disclose any Confidential Information that will be provided to SLB for the purpose of enabling SLB to provide the Services.
4. SLB may at its sole discretion retain for any period of time copies of Customer’s Confidential Information supplied to SLB in connection with the Services, but SLB will be under no obligation to retain such material.
5. This Article will survive termination of the Agreement, howsoever arising, for a period of five (5) years, except for personal data, source code and trade secrets, which will be protected in perpetuity.
Representations, Warranties and Disclaimers
1. SLB warrants only to the Customer, during the Term of an Agreement, that (i) subject to adherence to the operating instructions in the Documentation, the Software (excluding any precommercial features of the Software provided for testing or evaluation, which are not warranted in any way) will perform substantially as described in the Functional Specification, (ii) SLB will use reasonable efforts to ensure that data from sensors and other Equipment utilized by the Software will not be corrupted by the Software, (iii) Services provided hereunder will be performed in a good and workmanlike manner in accordance with standard building and construction practices. However, SLB is not responsible for and disclaims all warranties and liabilities for: (a) the sensors themselves and the data they are intended to produce, as they are not serviced, or calibrated by SLB under the Agreement; (b) the underlying BMS system that feeds information onto SLB to allow it to provide the Services and thereafter execute instructions resulting from the Services.
2. Customer shall retain all originals and/or backup copies of any data provided to SLB. SLB ’s sole liability for any data loss tied to services provided is to recover such data from any Customer’s backup copy. Notwithstanding any other provision of the Agreement, under no circumstances will SLB have any obligation to re-create, re-acquire, process or re-process, re-shoot any data damaged within or lost from the Services, or to re-drill any borehole or borehole section or be liable for any costs associated therewith, including as may be caused by any third party, in each case whether direct or indirect.
3. 14.3.SLB does not provide any warranty (a) that Services will be provided without interruption, and (b) pertaining to the accidental or intentional interception of, or tampering with, data by others. SLB is not responsible for any delays, delivery failures, interception, corruption, or any other loss or damage, including resulting from the transfer of data over communications networks and facilities such as the internet.
4. All services, including installation if applicable, provided by SLB hereunder shall be promptly inspected and accepted upon completion prior to SLB 's leaving Customer's premises. At such time, Customer must assert in writing any claims whatsoever in connection with the Services performed by SLB, other than those provided for under this Article or such claims shall be waived. SLB warrants to Customer that the Services supplied hereunder will be performed in a competent diligent manner in accordance with generally accepted standards for such services. Upon submission of a claim and substantiation thereof, SLB shall at its option either (a) repair or replace the defective work, or (b) refund an equitable portion of the Fees.
5. Recommendations and predictions. Customer acknowledges and agrees that all recommendations and predictions are Opinions only, as it is impossible or impractical to obtain first-hand knowledge of the many variable conditions and Opinions may involve information and data supplied by Customer, the accuracy and reliability of which are not SLB ’s responsibility. SLB, the Services and the Software rely on inferences, measurements and assumptions which are not infallible, and involve individual Opinions and/or judgments with respect to which competent specialists may differ. The Software implements algorithms designed to provide insight, analysis, and advice but the Software is only a tool and is not a substitute for human judgment, and any action taken, or action not taken based on any insight, analysis, or advice generated by the Equipment, the Software, Documentation or the Services is within the sole discretion of Customer, or other third party, and SLB is not responsible for the results of any such action or inaction.
6. Under no circumstances should Customer treat or rely upon the use of Services, Software or Documentation, including any Opinion, as the sole basis for any decision, may it be operational, technical, financial, commercial or otherwise, relating to the borehole, its equipment, the BMS data including, but not limited systems design and optimization.
7. The Services provided by SLB only constitute an added feature designed to support the performance of drilling operations. The supervision and management of BMS operations continues to be under the control and responsibility of the Customer or its other contractor managing it.
8. SLB will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SLB by Customer in connection with the Services, or any actions taken by SLB at Customer's direction. Customer acknowledges that the underlying BMS control system (or related operations systems) is not solely acting upon instructions from the Services. Authorized Users take full responsibility for the management and control of all inputs into the BMS control system and for the close monitoring of all other operations that may impact Services. The foregoing warranties in this Article for Services are in lieu of all other warranties, whether oral, written, express, implied, or statutory (including, but not limited to, compliance with any government request or regulatory requirement). Warranties of fitness for a particular purpose and merchantability shall not apply. SLB ’s warranties and obligations, and Customer’s remedies, (except as to title) are solely and exclusively stated herein, and Customer, on behalf of itself and Customer Group, waives to the fullest extent permitted by applicable law, any other representation, warranty, right, remedy, or cause of action arising from, or relating to the Agreement.
Liability and Indemnity
1. Intellectual Property Infringement
  1. SLB agrees to defend, indemnify, protect and hold harmless Customer from and against any and all Claims which may be incurred by or brought or asserted against Customer for any Claim for infringement of any patent, license, trade secret, copyright, and/or any other intellectual property arising out of the normal use of Services provided to Customer under the Agreement.
  2. Notwithstanding the foregoing, SLB shall not owe an indemnity to and will not be liable for intellectual property infringement that arises: (i) when the Services has been specially modified, designed and/or manufactured to meet Customer's specifications; (ii) out of unauthorized additions or modifications to the Services; (iii) when Customer's use of the Services does not correspond to SLB published standards or specifications; (iv) out of Customer’s use of SLB ’s Services in combination with work not provided by SLB ; or (v) if Customer does not provide written notice to SLB within ten (10) days of receiving the notice of an impending infringement Claim. Customer shall defend, indemnify, protect and hold harmless SLB Group against any Claim for alleged infringement of any patent, copyright, or other proprietary right which results from a Claim based upon (i), (ii), (iii), and/or (iv) herein.
2. Consequential Damages. Notwithstanding anything to the contrary, it is expressly agreed that Customer shall defend, indemnify, protect and hold harmless SLB Group from Customer Group’s own Consequential Loss and SLB shall defend, indemnify, protect and hold harmless Customer Group from SLB Groups own Consequential Loss, For the purpose of this Article, “Consequential Loss” shall mean (i) any consequential loss and/or indirect loss under applicable laws, or (ii) any special, punitive, indirect, fines, fees and penalties, incidental or consequential damages or losses resulting from or arising, directly or indirectly, out of or in connection with the performance or non-performance of the Agreement, the Work or operations hereunder, including without limitation, loss of use, loss of data, loss of profit, loss of business, or business interruption or downtime (including cost of BMS downtime) in each case whether direct or indirect to the extent that these are not included in (i) above all without regard to the sole, joint, concurrent, contributory, gross, active or passive negligence or breach of duty (statutory or otherwise) of any Party and whether or not foreseeable at the Effective Date of the Agreement.
3. Limitation of Liability. Notwithstanding anything to the contrary herein, SLB ’s entire aggregate liability arising from or in connection with the Agreement shall not exceed the value of the Services for a six (6) month subscription (the “SLB Limit of Liability”). Customer will indemnify, hold harmless, and defend SLB of and from any loss, cost, damage, or expense, including third party claims and attorneys’ fees, above SLB ’s limit of liability.
Insurance
1. The indemnity obligations each Party assumes under the Agreement are independent of the contractual insurance requirements set out below, and such indemnity obligations shall not be lessened or extinguished by reason of either Party’s failure to obtain the required insurance coverage or by any defenses asserted by either Party’s insurers.
2. SLB Insurance
3. Throughout the duration of the Agreement, SLB shall, at SLB ’s expense, procure and maintain or cause to be procured and maintained insurances as detailed below:
  1. Workman’s Compensation Insurance (or any other local equivalent cover) in compliance with local statutory requirements and Employer’s Liability Insurance with limits of not less than one million United Stated dollars (USD 1,000,000.) per occurrence in respect of injury or death of one or more persons.
  2. General Third-Party Liability Insurance, including, but not limited to, marine liabilities and contractual liability cover, with limits of liability in respect of “Third party Bodily Injury” and/or “Property Damage” of not less than one million United Stated dollars (USD 1,000,000.) per occurrence.
4. Upon request and only upon the signature of the Agreement, SLB shall furnish certificates of insurance to the Customer.
5. Self-Insurance Clause. SLB shall have the right to self-insure all or any portion of the insurance which covers loss of or damage to SLB ’s property or equipment.
Customers’ insurance
1. Customer declares that it shall, for the duration of the Agreement, carry and maintain insurance policies required to cover its insurance obligations under Clause 17.2. If requested by SLB, Customer shall provide the former with copies of insurance policies and all attachments thereto within five (5) days. SLB shall not be obliged to commence or continue performing the Work as long as Customer has not provided such copies to SLB.
2. Additional insured status and subrogation waivers. Customer shall be named as “additional insured” in SLB ’s “third party liability insurance” policies that is listed in 17.2.1.2 above but only to the extent of SLB ’s express liabilities assumed under this Clause. In addition, to the extent that SLB has contractually given indemnities to Customer, SLB ’s insurers waive their rights of subrogation and recourse against Customer and Customer’s insurers, Customer’s Group where Customer has given such waiver.
General Provision
1. Governing Law & Jurisdiction.
2. Any controversy or claim arising out of or relating to these T/Cs, any Quotation and any Agreement, or any breach thereof, will be settled by arbitration to be held in the English language in accordance with the commercial arbitration rules of the American Arbitration Association under its Commercial Arbitration Rules (for Agreements entered into in the United States) or the London Court of International Arbitration (for Agreements entered into outside of the United States). Any award rendered by the arbitrator(s) may include costs against either Party and may be entered into a court of competent jurisdiction for enforcement, subject to limitations of liability articulated in these T/Cs. The arbitrators must issue a final award no later than twelve (12) months after a demand for arbitration is filed.
3. When SLB is SLB Technology Corporation or any other U.S legal entity, the laws of Texas, USA, without regard to its choice of law provisions, govern all disputes and/or claims arising out of or in connection with these T/Cs and/or any Agreement, including subject matter, formation, and non-contract disputes and/or claims; and, the place where such disputes and/or claims will be addressed is in Harris County, Texas, USA.
4. When SLB is not SLB Technology Corporation or any other U.S. legal entity the laws of England and Wales will govern any dispute and/or claim arising out of or in connection with these T/Cs and/or any Agreement, including subject matter or formation, as well as any non-contract disputes and/or claims arising in connection with the subject matter of these T/Cs and/or any Agreement; and the place where such disputes and/or claims will be addressed is in London, England.
5. Publicity. Neither Party shall make, or permit any person to make, any public announcement concerning i) this Agreement, ii) the work under this Agreement, and/or (iii) any transactions or occurrences arising as a result of performance under this Agreement, without the prior written approval of the other Party, except (i) as required by law or (ii) 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 Services. Notwithstanding the foregoing, SLB shall be free to use any Metrics or Transient Data or any information vesting in SLB resulting from this Agreement to develop, distribute, promote and commercially provide the Services, the Software and the Equipment.
6. Entire Agreement. The Agreement and any documents referenced in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the relevant subject matter.
7. Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
8. Force Majeure. SLB will have no liability to Customer under this Agreement if it is prevented from or delayed in performing its obligations by acts or events beyond its reasonable control, including, without limitation: strikes, lock-outs or other industrial disputes; cybersecurity breaches; failure or interruption of power, a utility service or transport or telecommunications network (including the internet); acts of God, war; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood, storm; default, failure or unavailability of suppliers or sub-contractors; or any decisions made by Customer preventing SLB from performing the Services, including but not limited to Customer’s safety regulations pursuant to Article 13 below. SLB shall notify Customer of such an event if possible and, if known, its expected duration.
9. 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.
10. Notices. SLB may provide Customer with information and notices about the Agreement electronically, including via email, or through a web site that SLB identifies. Notice is given as of the date it is made available by SLB . Notwithstanding the foregoing, any notice expressly required to be given under this Agreement will be in writing and will be delivered by hand or sent by pre- paid first-class post or recorded delivery post to the other party at its address set out in the Quotation, or such other address as may have been notified by that party for such purposes.
11. Severability. Should any clause, sentence, or part of the Agreement be held invalid, such holding shall not invalidate the remainder, and the General Terms and Conditions shall be interpreted as if the invalid clause, sentence, or part has been modified or omitted, if necessary, as required to conform to the jurisdiction purporting to limit such provision.
12. Relationship of the Parties. Nothing in this Agreement is intended to or will operate to create a partnership between the Parties or to authorize either Party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

CELSIUS ENERGY DIGITAL SERVICES TERMS AND CONDITIONS

CELSIUS ENERGY DIGITAL SERVICES
TERMS AND CONDITIONS