SaaS Terms And Conditions
Software as a Service Terms & Conditions for the StratoBayes software
BACKGROUND:
(A) StratoBayes developed, owns and runs the Platform. StratoBayes wishes to provide, and the Client wishes to procure access to the Platform for the number of End Users stated in the Order Form, for the Purpose on the terms and conditions of the Agreement.
(B) StratoBayes offers additional Services and Features related to the Platform. StratoBayes wishes to provide, and the Client wishes to procure, the Services and Features selected in the Order Form on the terms and conditions of the Agreement.
OPERATIVE PROVISIONS:
Interpretation and Contractual Package
1. Definitions
The definitions in this clause apply in these SaaS Terms (and to the Agreement as incorporated in an Order Form):
“Access Code” means each personal identification number and/or password that enables the Client to access or use the Platform;
"Agreement" means the SaaS Terms and the terms and conditions set out in the Order Form together;
"Applicable Tax" has the meaning in Clause 10.7;
"Background IPR" means all IPR owned or licensed to a party prior to the Effective Date; or created or developed by or on behalf of that party at any time independently of the Agreement;
"Base Terms" means the terms of these SaaS Terms that are not an optional feature (optional feature are contained in Schedules attached);
"Basic Support Services" means the services provided in accordance with Schedule 2;
"Business Days" means any day that is not a weekend or holiday in the United Kingdom and "Business Hours" means 9.00 am to 5.00 pm local UK time, each Business Day;
"Client" means the company listed in the Order Form;
"Client Contributions" means any information or data that the Client uploads to the Platform, including but not limited to gamma ray data, density data, porosity data, geophysical data, project data or other relevant datasets;
"Conventions" means the assumptions and methodologies in Schedule 1 or (in respect of any Conventions updated from time to time following the Effective Date) made available on the StratoBayes website;
"CPI" means the UK consumer price index as published from time to time by the Office for National Statistics (or its successor) or the nearest available index;
"Documentation" means the materials made available to the Client (online or as otherwise notified) from time to time which includes user guides, instructions or information about the Platform or Services (or any particular Feature);
"Effective Date" means the date of the Order Form;
"End User" means the named employee(s), contractor(s) or representative(s) of the Client authorised by StratoBayes and the Client to access and use the Platform(wholly or in part), using their own unique Access Code in accordance with the Agreement;
"Enhanced Support Services" means the services provided in accordance with Schedule 2;
"EULA" means the R Licences available at https://www.r-project.org/Licensesand other End User Licence Agreements as available on the StratoBayes website and at Platform log-in;
"Feature(s)"means an additional feature as optional in the Order Form and including the:
(a) Data Upload Feature
(b) Stratigraphic Correlation Feature;
(c) Other features as developed and available.
"Feedback" means feedback, suggestions, ideas, enhancement requests, recommendations or other information that the Client provides to StratoBayes and which relates to the Platform;
"Force Majeure Event" means any cause beyond the reasonable control of the affected party, including any act of God, act of terrorism, governmental act, war, fire, flood, explosion or civil commotion, industrial action (excluding internal industrial action), failure in telecommunications or other network services, or unauthorised interference with either party’s systems or services via the internet;
"Geological Data" means data generated, collected, or transmitted by the platform or user, including:
(a) measurements of well geology in the format of gamma ray; density, porosity and geochemical properties.
(b) any metadata associated with the process of correlation;
"StratoBayes" is the company listed above;
"StratoBayes Ecosystem" refers to the various stakeholders that engage in funding, research and stratigraphic correlation activities;
"Information" means information disclosed by, or on behalf of, StratoBayes and obtained by the Client relating to the Platform and including:
(a) Platform Generated Insights and reports;
(b) additional analytical and trend data that StratoBayes may share in its sole discretion;
"Initial Term" has the meaning given in the Order Form;
"Insights Catalogue" means the catalogue of prices for Platform Generated Insights at Annex 1 of the Order Form;
"IPR" means all copyright and related rights, database rights, including all source code, databases, functionality, software, website designs, audio, video,text, photographs, and graphics, trademarks, service marks, trade, business and domain names, rights in trade dress, getup, goodwill or to sue for passing off, rights in designs, patents or confidential information (including know-how and trade secrets) and any other intellectual property rights, registered or unregistered, in any part of the world;
"Marks" means:
(a) any trademarks, trade names, service marks, trade dress, logos, URLs and domain names; dashboard, any identifying slogans and symbols;
(b) any abbreviation, contraction or simulation of any of the items in paragraph (a); and
(c) generally the "look and feel" of a good or service,
of a party to the Agreement, whether or not registered;
"Open Source Software" means any software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence(as described by the Free Software Foundation and set out at www.gnu.org);
"Order Form" means the Order Form entered into between the parties in accordance with Clause 2;
"Platform" means the Platform Modules available on StratoBayes' proprietary software platform, a one-stop software solution for Stratigraphic Correlation;
"Platform Modules" the modules purchased on the Order Form;
"Platform Generated Insights" means the insights in relation to the insights that may be generated or extracted from the Platform including any and all proposals, suggestions, recommendations, strategies, initiatives and advice of any kind offered or suggested by StratoBayes to the Client in connection with the Agreement, as contemplated in Clause 5;
"Platform Licence Fee" means the licence fee payable by the Client to StratoBayes as a Subscription Fee (as specified in the Order Form and in accordance with Clause 10.1);
“Platform Usage Data” means non-personally identifiable usage information that is automatically collected and reported by the Platform about how the Platform is used by the Client;
"Plugin& White labelling Feature" has the meaning in Schedule 1 (where applied in the Order Form).
"Purpose" means:
(a) use in the Client's business or research undertaking stratigraphic correlation including as further specified in the Order Form;
(b) but excluding the verification of the accuracy of data uploaded into the platform by the user;
"Rate Card" means the rate card at Annex 1 of the Order Form;
"Referral Feature" has the meaning in Schedule 3 (where selected in the Order Form);
"Referral Fees" means the fees stated in the Order Form;
"Renewal Period" has the meaning given in the Order Form;
"Services" means the:
(a) Support Services;
(b) Enhanced Consultancy & Support Services; and
(c) additional Services described in an Order Form;
"Special Conditions" means the additional provisions in an Order Form that may take priority over the SaaS Terms in accordance with Clause 2.1;
"Subscription Fee" means charges on an ongoing basis (in accordance with the Order Form) including:
(a) Platform Licence Fee;
(b) Support Fees;
(c) Consulting fees;
(d) White Labelling Fees;
(e) Excess Storage if applicable;
"Support Fee" means the Subscription Fee for Enhanced Support Services as specified in the Order Form, if applicable;
"Term" means the date commencing on the Effective Date and ending on the date falling on the later of:
(a) the end of the period of the Initial Term stated in the Order Form; and
(b) the end of any Renewal Period listed in the Order Form;
"Third Party Content" means content in the Platform that StratoBayes has collected from third party sources (including those in the StratoBayes Ecosystem) such as geological or geophysical data, and data from other 3r party platforms or software];
"Upgrade" means new features, functionality, applications or tools that StratoBayes may make available on the Platform (including in respect of the Platform or Features);
"Usage Based Fee" means charges that arise based on usage (in accordance with the Order Form), including:
(a) Correlation projects undertaken
(b) Platform Generated Insights;
(c) Referral Fees;
(d) Fees for additional services;
"User Band" means the bands stated in Annex 1 of the Order Form;
"User Cap" means the maximumnumber of users stated in the "User Cap" section of the Order Form;
"User Input" means anyinformation or material provided to StratoBayes by an End User or on behalf ofan End User in connection with the Agreement including by direct upload orcontribution to the Platform; and
"VolumeBand" means the bands statedin Annex 1 of the Order Form;
"VolumeCap" means the maximum usage volumes stated in the "VolumeCap" section of the Order Form;
2. Order Form and Agreement
2.1 Once an Order Form is entered into, an Agreementbetween the parties is formed, incorporating (in order of priority):
(a) the Special Conditions of the Order Form(provided that a Special Condition should only take priority over (b)-(d) belowwhere it expressly refers to the Paragraph or Clause it is intended to amend);
(b) Schedule5 (Data Protection);
(c) each of the Clauses of the Base Terms of theseSaaS Terms;
(d) each of the Paragraphs of the Schedules relatingto Features shown in the Schedules;
(e) Order Form (including any Annex); and
(f) each of the Paragraphs in the Schedules.
2.2 The parties enter the Agreement on anon-exclusive basis with no minimum order requirements.
Platform and Users
3. Platform Licence
(a) during the Term;
(b) acknowledging the Conventions;
(c) in the United Kingdom and Republic of Ireland;
(d) subject to the Usage Restrictions in Clause 4 and payment of Subscription Fees and Usage Based Fees; and
(e) only to the extent required for the Purpose,
to:
(f) access and use the Platform and Information /Platform Generated Insights]; and
(g) permit End Users to access and use the Platformand Information / Platform Generated Insight].
3.2 The Client acknowledges and agrees that thePlatform may "time out" (that is to say, cease to operate) automaticallyat the end of the Term, or earlier if the Agreement is terminated for anyreason.
4.1 User Registration: The Clientacknowledges and agrees that StratoBayes may require all End Users:
(a) register with the Platform and be provided withan Access Code; and/or
(b) review and accept the EULA; and
(c) review and accept any additional platform terms(for example, that may contain further usage requirements or privacy notices)upon access to the Platform.
4.2 User Access: The Client shall ensure thatthe Access Codes are not made known to any other person. The Client shall useall reasonable endeavours to ensure that there is no unauthorised use of theAccess Codes. If the Client suspects that there may be or has been or are awarethat there has been unauthorised use of the Access Codes, the Client shallnotify StratoBayes immediately at hello@stratobayes.com.
4.3 EULA: The Client shall ensure that it hasin place adequate processes to ensure the compliance of all End Users with theEULA. The Client is responsible for the compliance of each End User with theUsage Restrictions in Clause 4.
4.4 Uploads and inputs: The Client isresponsible for all Inputs/Client Contributions, shall take reasonable steps toensure that to the best of its knowledge the Data and/or User Inputs and/orClient Contributions do not contain anything that may destroy, damage, modify,alter or cause deliberate destruction, modification or alteration to any of StratoBayesor its sub-contractors' equipment, devices or the Platform and represents andwarrants that:
(a) all User Inputs/Client Contributions areprovided in accordance with applicable law; and
(b) the End User/ Client has all necessary rightsand consents to provide the User Input/Client Contributions and it does notinfringe the rights of any third party.
(c) StratoBayes does not accept any responsibilityfor accuracy or completeness of data uploaded by the End Euser.
4.5 No content moderation: The Clientacknowledges that and agrees that StratoBayes will not conduct any contentmoderation of the Platform, including of any User Inputs.
4.6 Protecting the Platform: Without limitingthe EULA, unless otherwise permitted by applicable law, the Client has no right(and shall not permit any third party including any End User) to:
(a) copy, adapt, reverse engineer, decompile,disassemble, modify, upload, distribute, sell, license adapt or make errorcorrections, or otherwise exploit the Platform or Information in whole or inpart (without limiting Clause 5.2);
(b) access all or any part of the Platform,Information, Documentation or Services to build a product or service whichcompetes with StratoBayes (with the only exception of the White labelledPlatform where Schedule 1applies);
(c) cause any virus or other malicious code to beentered into the Platform; or
(d) grant access to the Platform or Information to anyperson that is not an End User.
4.8 Audit: The Client shall keep reasonablerecords of its compliance with this Clause 4to enable StratoBayes (or its third party representatives) to verify it uponrequest.
4.9 Indemnity: The Client shall defend,indemnify, and hold StratoBayes harmless against any loss, damage, liability,claim, or demand, including reasonable attorneys’ fees and expenses, made byany third party due to or arising out of any breach by it of this Clause 4.
Platform Generated Insights
5.1 The Platform may collect (including by Users Input,Client Contributions and Third Party Content) information in relation to aProperty and generate certain insights taking account of this information, ("PlatformGenerated Insights").
5.3 The Client acknowledges and agrees (and shallensure that any End User is informed and understands) that:
(a) any Platform Generated Insights:
(i) are generated in reliance on certain assumptionsand methodologies that may include the Conventions in Schedule 1;
(ii) are based on, and limited by, the information and data that is available, collected and received during the specific periods of inspections, monitoring, logging and reporting at the Property;
(iii) are not final recommendations or professionaladvice, and are not appropriate to be relied upon for any certificationpurposes without further professional assessment;
(iv) must be independently verified by the Client,End Users or others in the StratoBayes Ecosystem; and
(b) StratoBayes does not guarantee that the Platformwill generate any Platform Generated Insights or lead to any reductions in costsor savings for the Client or any End User.
6. Conventions
6.1 The Conventions are in some cases are available onthe StratoBayes website and within the filed Patent application. They may beupdated at any time, without notice to the Client.
6.2 Without limiting the Conventions, the Clientacknowledges and agrees that:
(a) Client Contributions or any User Input is of ahigh quality, including that it is complete and accurate;
(b) the Conventions may not account for all unique projectcharacteristics or variables, and assume all users follow best practices and
Services and Features
7. Services
7.1 StratoBayes shall perform all Services with reasonable care and skill.
8. Upgrades
8.1 StratoBayes may offer Upgrades from time to time in consideration for an additional Subscription Fee or a Usage Based Fee (in StratoBayes' sole discretion). Access to and use of any Upgrade may be subject to the Client's acceptance of further terms and conditions.
9. Client responsibilities
9.1 Where the Client is required to provide any information or perform any action, it shall do so promptly and with reasonable care and skill. StratoBayes will not be in breach of any obligation it may have in the Agreement where the relevant breach arises from a failure of the Client to comply with this Clause.
Fees and Payment
10. Charges
10.1 Fees: Fees shall be Subscription Feesor Usage Based Fees.
10.2 Subscription Fees: The Client shallpay to StratoBayes the Subscription Fees invoiced to it annually inadvance (or at such frequency otherwise stated in the Order Form) and theClient shall pay (within 30 days of the date of StratoBayes's invoice for thesame) the Subscription Based Fee.
10.3 Subscription Fee Basis: The amountspayable as Subscription Fees (as set out in the Order Form) assume that theClient has (i) up to and including (but not more than) the number of users setout in the User Cap and/or (ii) up to and including (but not more than) the projector usage volumes set out in the Volume Cap. If the Client uses or wishes to exceedthe User Cap and/or the Volume Cap, additional fees shall be payable. Failureto reach the User Cap or Volume Cap will not in any circumstances entitle theClient to any reduction in the Subscription Fees or any refund of SubscriptionFees. If at any time StratoBayes becomes aware of the Client allowing, whetherdirectly or indirectly, use of the Platform in excess of the User Cap or VolumeCap, StratoBayes may at its election:
(a) issue a (backward and forward looking) 'true up'invoice for any amounts payable based on actual users and usage (and the Clientshall pay this amount within 30 days of the invoice date); and/or
(b) suspend or terminate any individual Access Codesor the Agreement immediately on written notice to the Client.
10.4 Usage Based Fees: StratoBayes willinvoice the Client for any Usage Based Fees, and the Client shall pay (within30 days of the date of StratoBayes's invoice for the same) the Usage Based Fee.StratoBayes may issue an invoice for a Usage Based Fee in advance of therelevant usage or services being performed and subject to Clause 18.3no refund or credit shall be available to the Client in relation to any amountspaid in advance.
10.5 Rate Card: Where the Client requires any additionalservices, StratoBayes may perform the additional services specified in theOrder Form on the basis of the Rate Card (unless StratoBayes elects for a fixedfee). StratoBayes's rates for additional Services shall be Usage Based Fees forthe purpose of Clause 10.4.
10.6 Excess Storage: If at any time whileusing the Platform the Client exceeds the amount of disk storage spacespecified in the Order Form (if limited), StratoBayes shall charge the Client,and the Client shall pay, StratoBayes's then current excess data storage feesas stated in the Order Form as a Subscription Fee.
10.8 CPI: The Supplier shall be entitledto increase the Fees effective from the start of each Contract Year or RenewalPeriod, provided that any percentage increase to the does not exceed the higherof:
(a) the change in the CPI over the twelve (12)months prior to the adjustment; or
(b) +5%.
10.9 Late Payment: The Client shall be liable for late payment interest on any undisputed outstanding Subscription Fee or Usage Based Fee at an amount of 8% above the Bank of England base rate.
11. Third Party Content
11.1 In addition to User Inputs, Smart Meter Data andClient Contributions, the Platform may contain Third Party Content. StratoBayes does not guarantee the accuracy oravailability of Third Party Content and shall not be liable for reliance placedon it, nor any actions taken by the Client or any End User based on outputsgenerated by in relation to it.
11.2 External links: The Client acknowledges that the Platform may enable or assist it to access the content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk. StratoBayes makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any transactions completed, and any contract entered into by the Client, with any such third party.
Data and Ownership
12.1 Background IPR: Each party shall retainits Background IPR.
12.2 StratoBayesIPR: All IPR in the:
(a) Platform;
(b) Information;
(c) Documentation;
(d) Platform Usage Data;
(e) Feedback,
shall at all times remain vested in StratoBayes(or its third party licensors) and the Client shall acquire no rights in themsave as expressly provided in the Agreement. The Client shall notuse, or allow the use of, the Platform, Information or Documentation other thanin accordance with the Agreement.
12.3 Data and User Inputs: All IPR in:
(a) Data;
(b) User Inputs;
(c) Client Contributions,
remainswith the Client (or End User).
12.4 The Client grants StratoBayes a non-exclusive,royalty-free, worldwide licence to use, access, process, store, reproduce,display, perform, distribute, transmit, and otherwise exploit Data, User Inputsand Client Contributions for:
(a) the Purpose;
(b) in connection with the operation, improvement,and customisation of the Platform, (including any white-labelled versions); and
(c) to perform its obligations in the Agreement.
12.5 Platform Generated Insights: StratoBayesmay apply AI and data collection or aggregation to provide benchmark andadditional user insights.
12.6 Promotions: StratoBayes may publish theClient's name and likeness and refer to the Client as a customer of StratoBayesfor promotional, marketing and reporting purposes and the Client grants StratoBayesrights to use the Client's Marks in accordance with this Clause 12.6.
12.7 IPR Claims: StratoBayes shall defend theClient from and against any third party claims alleging that the use of thePlatform has infringed, infringes or will infringe any IPR of a third party, andshall indemnity the Client against any final judgment awarded by a Court ofcompetent jurisdiction or any settlement approved by StratoBayes provided that:
(a) the Client complies with Clause 20.11;
(b) this Clause 12.7 does not apply to the extent that any such claim arises fromthe:
(i) the use of or modification to the Platform other than in compliance with the Agreement;
(ii) use of any Open Source Software
13.1 StratoBayes may collect and use Platform Usage Data for the following purposes (that shall be considered, in the case of StratoBayes, to come within the Purpose):
(a) product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new StratoBayes products and services;
(b) improving resource allocation and support;
(c) internal demand planning;
(d) training and developing machine learningalgorithms;
(e) improving product performance;
(f) verification of security and data integrity;
(g) identification of industry trends anddevelopments, creation of indices and anonymous benchmarking; and
(h) any other purpose which StratoBayes may reasonably deem necessary.
13.2 [Platform Usage Data shall not be shared with third parties in a manner attributable to the Client or any individual].
14. Feedback:
14.1 StratoBayes encourages the Client to provide Feedback on the Services and the Platform where it is requested by StratoBayes, and to collaborate with StratoBayes in relation to the development of the Services and the Platform. Such collaboration may include:
(a) making appropriate personnel available to engage in discussions with StratoBayes regarding the Services and the Platform;
(b) providing information and assistance requestedby StratoBayes in relation to the development of the Services and the Platform;and
(c) informing StratoBayes of any errors or incorrectinformation or assumptions made in any specifications or technical information madeavailable or reviewed by Client.
14.2 The Client agrees that StratoBayes may freely use, exploit and make available any and all Feedback without obligation to the Client, and the Client irrevocably assigns all rights, title, and interest in that Feedback to StratoBayes. [StratoBayes shall be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the Client].
15. Confidentiality
15.1 In consideration of the disclosure by StratoBayesto the Client of the Platform and the Information for the Purpose, the Clientundertakes that it will respect and preserve the confidentiality of thePlatform and the Information for a period of ten years after the date of suchdisclosure (subject to clause 15.3 below). The Client shall not without the priorwritten consent of StratoBayes:
(a) communicate or otherwise make available theInformation or the Platform to any third party; or
(b) use the Information or Platform for anycommercial, industrial or other purpose other than the Purpose; or
(c) copy, adapt, or otherwise reproduce theInformation or Platform save as strictly necessary for the purposes of the Purpose.
15.2 The Client may disclose the Platform andInformation or any part thereof, with the prior consent of StratoBayes, to anyemployee of the Client who needs access to the Platform and the Information inconnection with the Purpose. In such anevent the Client agrees to ensure, before such disclosure, that the employee inquestion is made aware of the confidential nature of the Platform andInformation and understands that they are bound by conditions of secrecy noless strict than those set out here. TheClient agrees to monitor the use of the Platform and Information by theseemployees and to enforce their obligations of confidence at the request of StratoBayes.
15.3 The obligations contained in this clause 13 shall not apply, or shallcease to apply, to such part of the Information as the Client can show to thereasonable satisfaction of StratoBayes:
(a) has become public knowledge other than throughthe fault of the Client or an employee of the Client to whom it has beendisclosed in accordance with clause 15.2 above; or
(b) was already known to the Client prior todisclosure to it by StratoBayes; or
(c) has been received from a third party who neither acquired it in confidence from StratoBayes, nor owed StratoBayes a duty of confidence in respect of it.
15.4 If the Client decides not to accept a full licence of the Platform, or otherwise at any time at the request of StratoBayes, the Client shall return to StratoBayes all copies of all or any part of the Platform and Information which have been provided to the Client pursuant to the Agreement, together with all analyses, studies and other materials produced by the Client which contain, or could reveal, all or any part of the Information or Platform, and any summaries (in whatever form) prepared by the Client of oral Information disclosed by StratoBayes.
16. Data protection
The provisions of Schedule 5 shall apply.
Risk and liability
17. Liability
17.1 Unlimited liabilities: Notwithstandingany other term of the Agreement, neither Party limits or excludes its liabilityfor:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury arising from itsnegligence; or
(c) any other liability which may not be limited orexcluded under applicable law.
17.2 Exclusions: Save as set out expresslyelsewhere in these SaaS Terms, and subject to clause 17.1, no representations, conditions, warranties or other terms of anykind are given in respect of the Platform or the Information, and all statutorywarranties and conditions are excluded to the fullest extent possible.In particular:
(a) the Client acknowledges that the Platformprovided "as is" and where Platform Generated Insights are generated,it is the Client or End User's responsibility to review and assess any PlatformGenerated Insight and determine in its sole discretion whether to take anyparticular course of action following its receipt and review of the PlatformGenerated Insight; and
(b) StratoBayes does not warrant that the Platformwill perform error-free or uninterrupted, that it will correct any Platformerrors, or that the Platform or any Feature will meet the Client's requirementsor expectations.
17.2.2 StratoBayes is not responsible for any issuesrelated to the performance, operation or security of the Platform that arisefrom the Client's content or third-party content or services provided by thirdparties;
17.3 Heads of loss: Subject to clause 17.1, StratoBayes shall notbe liable to the Client, whether in contract, tort (including for negligence),breach of statutory duty (howsoever arising), misrepresentation (whetherinnocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect) ofprofits, business, data, business opportunities, revenue, turnover, reputationor goodwill;
(b) any loss (whether direct or indirect) ofanticipated savings or wasted expenditure (including management time); or
(c) any consequential, incidental, indirect,economic, special, exemplary or punitive damages, even if such party has beenadvised of the possibility of such damages.
17.4 Liability cap: Subject to clause 17.1, the total, aggregate liability (howsoever arising) of StratoBayes to the Client under the Agreement and whether or not such liabilities, claims, losses, or damages were foreseeable, shall be limited to the lower of:
(a) the Usage Based Fee in relation to the Platform Generated Insight / Feature giving rise to the claim; and
(b) £ten thousand (10,000) GBP.
18. Termination
18.1 Unless terminated earlier in accordance with its terms, the Agreement shall automatically terminate on expiry of the Term.
18.2 Either party may terminate the Agreementimmediately on written notice to the other party if:
(a) the other party commits any material breach of theAgreement and such breach is incapable of remedy or is not remedied to thenon-defaulting party’s reasonable satisfaction within 14 days of written noticespecifying the breach and requiring its remedy;
(b) in respect of the other party, a resolution ispassed or an order is made for winding up (save for the purpose of a bona fidereconstruction or amalgamation);
(c) in respect of the other party, an administrationorder is made, or a receiver or administrative receiver is appointed over anyof its property or assets; or
(d) the other party suspends, or threatens tosuspend, payment of its debts or is unable to pay its debts as they fall due oradmits inability to pay its debts, or is deemed unable to pay its debts withinthe meaning of section 123 of the Insolvency Act 1986.
18.3 Consequence of Termination: Upontermination, the Client must pay all:
(a) Subscription Fees for the Term; and
(b) Usage Based Fees that became due or payableduring the Term, within thirty (30) days of invoice
18.4 No refund: The Client is not entitledto any refund of any Subscription Fees or Usage Based Fees paid in advanceunder any circumstances. Notwithstanding the foregoing, in the event that theAgreement is validly terminated by the Client in accordance Clause 17.2 forfault of StratoBayes, StratoBayes may in its sole discretion on a case by casebasis provide a refund of some or all of the Subscription Fees or Usage BasedFees paid in advance.
19. Suspension
19.1 Where any part of the Fees is payable in advanceof the Platform to which they relate, StratoBayes may suspend access to thePlatform until payment has been received.
19.2 StratoBayes may immediately disable an End User'saccess to the Platform, remove a User Input or suspend provision of thePlatform to the Client and/or its End Users (in its discretion):
(a) for non-compliance with Usage Restrictions inClause 4; or
(b) to prevent, address or mitigate a genuineconcern regarding the security of the Platform or a potential or actual breachof law,
and in either case it will provide notice assoon as reasonably practicable to the Client of the relevant circumstances (butthis may be after the suspension has taken effect).
20. General
20.2 Exclusivity: The Agreement shall notprevent StratoBayes from entering into similar agreements with third parties,or from independently developing, using, selling or licensing documentation,products and/or services which are similar to those provided under the Agreement.
20.4 Interpretation: In the Agreement, unlessexpressly stated otherwise, references to:
(a) "in writing" or "written" includeemail;
(b) days, months or years means calendar days,months or years;
(c) a document is a reference to the document asfrom time to time supplemented or varied;
(d) Clauses, Paragraphs, Schedules and/or partiesare to Clauses, Paragraphs of and Schedules and/or parties to the Agreement,respectively;
(e) words in the singular shall include the pluraland in the plural shall include the singular;
(f) headings are for reference only; and
(g) if the description of an obligation in generalterms is followed by the more specific description of certain elements of thatobligation, the general description of the obligation shall not be construedrestrictively by reference to the elements more specifically described.
20.5 Force Majeure: Neither party shall beliable to the other for any delay or non-performance of its obligations under theAgreement (except for its obligation to make payment) arising from any ForceMajeure Event. The party affected by the Force Majeure Event shall usereasonable endeavours to mitigate the effect of the Force Majeure Event and torecommence performance of its obligations under this the Agreement as soon asis reasonably practicable. If the affected party isunable to perform its obligations by reason of the Force Majeure Event for morethan four weeks, the unaffected party may terminate the Agreement immediatelyby serving notice on the other and neither party shall be liable to the otherby reason of such termination.
20.6 Sublicensing and assignment: The Clientshall not without StratoBayes's prior written consent:
(a) sub-license, assign or novate the benefit orburden of the Agreement in whole or in part (provided that End Users may accessand use the Platform in accordance with the licence in Clause 6 and Schedule 4);
(b) allow the Platform to become the subject of anycharge, lien or encumbrance; or
(c) deal in any other manner with any or all of itsrights and obligations under the Agreement.
20.7 Third Party Rights: The parties do notintend to confer any rights on any third parties by virtue of this theAgreement, and any person who is not a party to the Agreement shall have noright to enforce any of its terms and the Agreement may be amended or variedwithout the consent of any third party.
20.8 Entire Agreement: The Agreement sets outthe entire agreement between the parties in relation to its subject matter andsupersedes all previous written or oral agreements, representations,undertakings, warranties or arrangements between the parties in relation tothat subject matter. Each party acknowledges andagrees that in entering into the Agreement it has not relied on any statement,representation, assurance or warranty (whether made negligently or innocently)other than as expressly set out in the Agreement. Nothing in this clauseshall exclude or limit any liability arising as a result of any fraud orfraudulent misrepresentation.
20.9 Invalidity: If any provision orpart-provision of the Agreement is or becomes invalid, illegal orunenforceable, it shall be deemed deleted, but that shall not affect thevalidity and enforceability of the rest of the Agreement.
20.10 Disputes: The Agreement and any disputesor claims arising out of or in connection with it or its subject matter orformation (including non-contractual disputes or claims) are governed by andinterpreted in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England haveexclusive jurisdiction to settle any disputes or claims arising out of or inconnection with the Agreement, its subject matter or its formation (includingnon-contractual disputes or claims).
20.11 Claims Control: Any obligation to providean indemnity in the Agreement is conditional on:
(a) the indemnifying party being given prompt noticeof any relevant claim;
(b) the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and
(c) where the indemnifying party is StratoBayes, it being given sole authority to defend or settle such claim. StratoBayes shall not be liable for any settlement made without its prior written consent.
Schedule1
Conventions
· As set out at StratoBayes.com
· Assumes x parameters and xxx requirements as setout in the StratoBayes patent application no: PCT/GB2024/050746 https://patentscope.wipo.int/search/en/detail.jsf?docId=WO2025196391&_cid=P21-MIRD9G-82430-1
· The Bayesian method for automated stratigraphic correlation and age modelling – as set out in https://durham-repository.worktribe.com/output/4698973 and https://gchron.copernicus.org/articles/7/545/2025/
Schedule2
Support Services
1. Availability
1.1 StratoBayes shall use commercially reasonable endeavours to make the Platform available 24 hours a day, 7 days a week except for:
(a) planned maintenance carried out during themaintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outsideBusiness Hours, provided that StratoBayes has used reasonable endeavours togive the Customer at least 6 Business Hours' notice in advance.
2. Basic Support
2.1 Onboarding: StratoBayes may providereasonable assistance to the Client in relation to onboarding.
2.2 Reasonable assistance: StratoBayes mayprovide reasonable assistance and information to the Client in relation to theClient's access and use of the Platform in accordance with the Agreement, suchassistance to be provided during Business Hours by e-mail, telephone, via thePlatform or where necessary site-visits.
2.3 Updates: From time to time StratoBayesmay modify the Platform or Features by issuing updates and shall give theClient prompt written notice of material modifications to the Platform or Features(including without limitation bug fixes and/or performance improvements) andany such new features, functionality, applications or tools.
2.4 Back Ups: StratoBayes shall follow itsarchiving procedures for Client Data as set out in the Documentation. In theevent of any loss or damage to Client Data, the Client's sole and exclusiveremedy against StratoBayes shall be for StratoBayes to use reasonablecommercial endeavours to restore the lost or damaged Client Data from thelatest back-up of such Client Data maintained by StratoBayes in accordance withthe archiving procedure described in the Documentation. StratoBayes shall notbe responsible for any loss, destruction, alteration or disclosure of ClientData caused by any third party.
3. Enhanced Support & Consultancy Feature
3.1 The Customer may purchase enhanced supportservices or consultancy separately.
Schedule3
Data & Software Referral Feature
1. Application of this Feature
1.1 Where the Order Form specifies that the ReferralFeature will apply, the terms of this Schedule will apply in addition to the Base Terms.
1.2 The following definitions apply to thisSchedule:
(a) "Client Referral Information"means product or customer information referred to StratoBayes and anyassociated customer data;
(b) "Referral Feature" means afunctionality of the Platform whereby:
(i) StratoBayes may identify (based on StratoBayes Data,Client Contributions, Third Party Content and User Inputs and taking account ofthe Conventions) complementary data and software options for End Users, and;
(ii) StratoBayes may make a link to the URL listed inthe Order Form available to the End User (in accordance with any reasonablebranding guidelines notified to StratoBayes by the Client in advance); and
(c) "User Referral Information"means contact details, data, and relevant preferences, solely to enable the dataand software providers offer or tailor its services to the referred End User;
2. Client Referral Information
2.1 To enable the Client's participation in theReferral Feature, the Client shall:
(a) provide the Client Referral Information; and
(b) ensure the Client Referral Information iscomplete, accurate and up to date,
in accordance with applicable law.
3. Referral Information
3.1 StratoBayes agrees to provide User ReferralInformation to the Client.
3.2 The Client agrees to receive User ReferralInformation from StratoBayes and to access, use and/or disclose the UserReferral Information:
(a) solely to the extent necessary for the purposeof providing services to the referred consumer or otherwise for the Purpose;and
(b) in compliance with all applicable laws,including data protection and marketing regulations.
Schedule4
Plug-in & White labelling Feature
1. Application of this Feature
1.1 Where the Order Form specifies that Plug-in& White labelling Feature will apply, the terms of this Schedule 1apply in addition to the Base Terms.
1.2 The following definitions apply to thisSchedule:
(a) "Client Content" means alltext, information, data, software, executable code, images, audio or videomaterial, in whatever medium or form, inputted by the Client or End Users intothe Client Website or White labelled Platform for the purpose of using,developing or maintaining the Client Website or White labelled Platform (butexcluding the StratoBayes Elements);
(b) "Client Website" means the URLstated in the Order Form through which the White labelled Platform is available;
(c) "Credit" means including"powered by StratoBayes" prominently on the Client Website in theform provided by StratoBayes and at all times subject to StratoBayes'sapproval;
(d) "StratoBayes Elements" means StratoBayes'scloud computing platform, runtime environment, operating system, backgroundinfrastructure and related elements (including both object code and source code);
(e) "Interface Elements" means: theoutput of any assistance provided by StratoBayes in developing or maintainingthe White labelled Platform, including any code or templates that may integrateStratoBayes Elements into the White labelled Platform or Client Website;
(f) "White labelled Platform" meansan altered version of the Platform that:
(i) is developed by the parties using] StratoBayes elements;
(ii) but exchanges the StratoBayes Marks for theClient Marks; and
(iii) includes/interfaces with the Interface Elements.
2. Licence to StratoBayes IPR
2.1 The licence granted by StratoBayes to the Clientin Clause 3.1 shall also include a right for the Client to access and use theStratoBayes Elements, Interface Elements and Documentation to:
(a) develop the White labelled Platform including tointegrate the StratoBayes Elements;
(b) allow the White labelled Platform to:
(i) be made available through the Client Website;and
(ii) be used by and promoted to End Users inassociation with the Client's Marks,
provided that:
(c) the Client provide the Credit to StratoBayes(and StratoBayes grants a licence to StratoBayes's Marks for the purpose of theCredit); and
(d) [x].
3. Licence to Client IPR
3.1 The licences granted by the Client to StratoBayesin Clause 12.3and Clause 12.6shall also include a right for StratoBayes to use, access, store, reproduce,display, perform, distribute, transmit, and otherwise exploit the ClientContent and Client Marks:
(a) in any manner necessary or desirable to enablethe functionality of the White labelled Platform and related services; or
(b) for the purpose of performing its obligations inthis Schedule,
provided that:
(c) StratoBayes will follow any reasonableinstructions of the Client, including abiding by any 'brand guidelines' for theuse of the Client's Marks.
4. Client Content
4.1 The Client (or its licensors) shall own all the IPRin (and shall have sole responsibility for the legality, reliability,integrity, accuracy and quality of) all of the:
(a) Client Content;
(b) Client's Marks; and
(c) Client Website.
4.2 Notwithstanding Paragraph 4.1,the Customer hereby grants to StratoBayes a non-exclusive, non-transferableright during the Term to carry out any acts that would otherwise be restrictedby any of the Client's IPR for the sole purpose of enabling StratoBayes to performits obligations in accordance with the Agreement.
4.3 Without limiting Clause 12,StratoBayes (or its licensors) shall own all the IPR in:
(a) StratoBayes Elements;
(b) StratoBayes's Marks; and
(c) Interface or Integration Elements.
4.4 StratoBayes provides the Client the licence in Paragraph2.1.
5. Client Obligations
5.1 Without limiting any other obligations in the Agreement,the Client will:
(a) comply with all Usage Restrictions in Clause 4;
(b) as between the parties, be responsible forresponding to all third party requests concerning the use of the Platform orServices by the Client or any End User;
(c) provide StratoBayes with all necessarycooperation in relation to the White labelled Platform or Client Website,including providing information in relation to Client Content and/or about itsnetwork and systems that may integrate with the StratoBayes Elements;
(d) ensure that its network and systems comply withthe relevant specifications provided by StratoBayes from time to time and besolely responsible for procuring, maintaining and securing its networkconnections and telecommunications links from its systems to StratoBayes's datacentres, and all problems, conditions, delays, delivery failures and all otherloss or damage arising from or relating to the Client's or any End User’snetwork connections or telecommunications links or caused by the internet; and
(e) monitor the Website and White labelled Platformfor any security risks and cooperate with StratoBayes in relation to thedetection of any vulnerability or security event.
6. White Labelling Fees
6.1 The Client shall pay the White Labelling Fee asa Subscription Fee invoiced to it annually in advance (or at such frequencyotherwise stated in the Order Form) and the Client shall pay within 30 days ofthe date of StratoBayes's invoice for the same) the Subscription Based Fee.
7. Indemnity
7.1 Client Indemnity: The Client shalldefend, indemnify and hold harmless StratoBayes against claims, actions,proceedings, losses, damages, expenses and costs (including court costs andreasonable legal fees) arising out of or in connection with:
(a) Client Content;
(b) Client Website;
(c) Client's Marks; or
(d) an End User's use of the Client Website or Whitelabelled Platform.
7.2 StratoBayes Indemnity: StratoBayes shalldefend the Client against any third party claim that the StratoBayes Elements infringeany United Kingdom patent (registered and enforceable as of the Effective Date),copyright, trade mark, database right or right of confidentiality, and shallindemnify the Customer for any amounts finally awarded against the Customer bya Court of competent jurisdiction or anysettlement approved by StratoBayes, of such claims, provided that:
(a) the Client complies with Clause 20.11;
(b) the claim arises during the Term; and
(c) this indemnity does not apply to the extent thatany such claim arises from the use of the StratoBayes Elements other than inaccordance with this Agreement or the use of any Open Source Software.
Schedule 5
DataProtection
1. Data Protection
1.1 In this Schedule, the following terms shall havethe following meanings:
(a) "controller", "processor","data subject", "personal data", "processing"(and "process") and "special categories of personal data"shall have the meanings given in the EU/UK Data Protection Law;
(b) "Consumer" means the Client'scustomer;
(c) "EU/UK Data Protection Law"means as applicable: (i) Regulation 2016/679 of the European Parliament and ofthe Council on the protection of natural persons with regard to the Processingof Personal Data and on the free movement of such data (General Data ProtectionRegulation) (the "EU GDPR"); (ii) the EU GDPR as saved intoUnited Kingdom law by virtue of section 3 of the United Kingdom's EuropeanUnion (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EUe-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicablenational data protection laws made under, pursuant to or that apply inconjunction with any of (i), (ii) or (iii); in each case as may be amended orsuperseded from time to time;
(d) "Users" means the Client usersof the Platform;
(e) "Restricted Transfer" means:(i) where the EU GDPR applies, a transfer of personal data from the EuropeanEconomic Area to a country outside of the European Economic Area which is notsubject to an adequacy determination by the European Commission; and (ii) wherethe UK GDPR applies, a transfer of personal data from the United Kingdom to anyother country which is not based on adequacy regulations pursuant to Section17A of the United Kingdom Data Protection Act 2018.
1.2 Data processing description:
(a) Categories of data subjects: Users and Consumers.
(b) Categories of personal data:
i. Users: name, email address, mobile number, communications,device data and usage data.
ii. Special category data: not applicable.
(c) Subject matter and nature of the processing:provision of the Platform, as more particularly described in the Agreement.
(d) Purpose of the processing: the provision of thePlatform, as described in paragraph 1.4 of this Schedule (Purpose Limitation).
(e) Duration of the processing: for the duration ofthe Agreement until paragraph 1.12 of this Schedule applies.
1.3 Relationship of the parties: The Client instructs StratoBayes to process the personal datadescribed in paragraph 1.2 (the "Data")on its behalf. In respect of suchprocessing, the Client shall be the controller and StratoBayes shall be aprocessor. Each party shall comply withthe obligations that apply to it under EU/UK Data Protection Law.
1.4 Purpose limitation: StratoBayes shall process the Data asnecessary to perform its obligations under the Agreement and strictly inaccordance with the documented instructions of the Client (the "Permitted Purpose"), except whereotherwise required by law(s) that are not incompatible with EU/UK DataProtection Law. Inno event shall StratoBayes process the Data for its own purposes or those ofany third party. StratoBayes shall immediately inform the Client if it becomesaware that such processing instructions infringe EU/UK Data Protection Lawcompliance with EU/UK Data Protection Law).
1.5 Onward transfers: StratoBayesshall not participate in (nor permit any subprocessor to participate in) anyother Restricted Transfers of Data (whether as an exporter or an importer ofthe Data) unless the Restricted Transfer is made in full compliance with EU/UKData Protection Law.
1.6 Confidentiality of processing: StratoBayes shall ensure that any person thatit authorises to process the Data (including StratoBayes's staff, agents andsubprocessors) (an "AuthorisedPerson") shall be subject to a strict duty of confidentiality (whethera contractual duty or a statutory duty), and shall not permit any person toprocess the Data who is not under such a duty of confidentiality. StratoBayesshall ensure that all Authorised Persons process the Data only as necessary forthe Permitted Purpose.
1.7 Security: StratoBayesshall implement appropriate technical and organisational measures to protectthe Data from accidental or unlawful destruction, loss, alteration, orunauthorised disclosure or access (a "SecurityIncident"). Such measures shallhave regard to the state of the art, the costs of implementation and thenature, scope, context and purposes of processing as well as the risk ofvarying likelihood and severity for the rights and freedoms of natural persons.
1.8 Subprocessing: StratoBayes shall not subcontract anyprocessing of the Data to a third party subprocessor without the prior writtenconsent of the Client. Notwithstanding this, the Client consents to StratoBayesengaging third party subprocessors to process the Data provided that: (i) StratoBayesprovides at least 30 days' prior notice of the addition or removal of anysubprocessor (including details of the processing it performs or will perform),which may be given by email to a designated contact for Client; (ii) StratoBayesimposes data protection terms on any subprocessor it appoints that protect theData, in substance, to the same standard provided for by this Schedule andgrant the Client, as a third party beneficiary, the right to terminate thesubcontract and to instruct the subprocessor to erase or return the Data in theevent that StratoBayes has factually disappeared, ceased to exist in law or hasbecome insolvent; and (iii) StratoBayes remains fully liable for any breach ofthis Schedule that is caused by an act, error or omission of itssubprocessor. If the Client refuses to consent to StratoBayes's appointment of a third partysubprocessor on reasonable grounds relating to the protection of the Data, theneither StratoBayes will not appoint the subprocessor or the Client may elect tosuspend or terminate the Agreement.
1.9 Approved subprocessors The list of approved subprocessors as at the dateof the Agreement is as follows:
(a) As set out in our privacy policy published onwebsite.
1.10 Cooperation and data subjects' rights: StratoBayes shall provide all reasonable andtimely assistance (including by appropriate technical and organisationalmeasures) to the Client to enable the Client to respond to: (i) any requestfrom a data subject to exercise any of its rights under EU/UK Data ProtectionLaw (including its rights of access, correction, objection, erasure and dataportability, as applicable); and (ii) any other correspondence, enquiry orcomplaint received from a data subject, regulator or other third party inconnection with the processing of the Data. In the event that any such request, correspondence, enquiry or complaintis made directly to StratoBayes, StratoBayes shall promptly inform the Clientproviding full details of the same.
1.11 Data Protection Impact Assessment: If StratoBayesbelieves or becomes aware that its processing of the Data is likely to resultin a high risk to the data protection rights and freedoms of data subjects, itshall promptly inform the Client and StratoBayesshall provide the Client with all such reasonable and timely assistance as theClient may require in order to enable it conduct a data protection impactassessment in accordance with EU/UK Data Protection Law including, ifnecessary, to assist the Client to consult with its relevant data protectionauthority.
1.12 Security incidents: Upon becoming aware of a Security Incident, StratoBayesshall inform the Client without undue delay and shall provide all such timelyinformation and cooperation as the Client may require in order for the Clientto fulfil its data breach reporting obligations under (and in accordance withthe timescales required by) EU/UK Data Protection Law. StratoBayes shall further take all suchmeasures and actions as are reasonably necessary to remedy or mitigate theeffects of the Security Incident and shall keep the Client informed of alldevelopments in connection with the Security Incident.
Deletion or return of Data: Upon termination or expiry of the Agreement, StratoBayes shall (at the Client's election) destroy or return to the Client all Data (including all copies of the Data) in its possession or control (including 1.1 any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that StratoBayes is required by any applicable law to retain some or all of the Data, in which event StratoBayes shall isolate and protect the Data from any further processing except to the extent required by such law until deletion is possible.
1.2 Audit: StratoBayes shall permit the Client or its appointed third party auditors to audit StratoBayes' compliance with this Schedule, and shall make available to the Client all information, systems and staff necessary for the Client or its third party auditors to conduct such audit. StratoBayes acknowledges that the Client or its third party auditors may enter its premises for the purposes of conducting this audit, provided that the Client gives it reasonable prior notice of its intention to audit, conducts its audit during normal business hours, and takes all reasonable measures to prevent unnecessary disruption to StratoBayes' operations. The Client will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) the Client reasonably believes a further audit is necessary due to a Security Incident suffered by StratoBayes.
Automated & uncertainty aware subsurface correlation
Turn weeks of manual correlation into a traceable workflow. StratoBayes aligns well logs with various borehole data automatically, explores alternative correlation scenarios, quantifies the uncertainty, and exports reliable well tops with confidence intervals.