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DNV Doc No:

Section I - Cover Letter

"Customer"

Legal entity:
Legal entity VAT no: Customer no.(id):
Contact person: Islamic University of Riau Phone/mail: (0761) 678267

Business address: Kaharuddin Nasution Street No.113 Invoicing address:

"DNV"

Legal entity:
Legal entity VAT no: DNV order no:
Contact person: Phone/mail:
Business address:

Product (Tag boxes)


GasVLe (as further described in Appendix A)
OilVLe (as further described in Appendix A)

Version: current
Effective Date 2023/12/12

License/Service Type and users (Tag boxes and insert user number)
Time-Limited Licence Perpetual Licence

Number of Users: 01
Geographical scope of the licence/service:

Appendices in use (tag box)


Appendix A Product and price
Appendix B Special legal terms, if applicable

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This Agreement consists of this Cover Letter, the General Terms and Conditions, any Appendix issued pursuant hereto.
This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and shall supersede
and invalidate all prior and contemporaneous representations relating to same.
This Agreement shall be read as one document and in case of any conflicts between the provisions in the various parts of the
Agreement, the General Terms and Conditions shall prevail. The Special Terms (if any) shall prevail over the General Terms and
Conditions.
Any customer terms or conditions included in Purchase Orders or other communication between the parties shall be deemed null and
void.
No amendment and/or variation to this Agreement is valid unless duly signed by both parties.
This Agreement is made in duplicate, one original for each party hereto.

Due to ongoing re-structuring processes in the DNV group of companies, DNV reserves the right to transfer all its rights and obligations
under this Agreement to any other legal entity within the DNV group of companies.

Place: Riau, Indonesia Place: (place)


Date : December 12th 2023 Date : (yyyy-mm-dd)
for Customer for DNV

(name)
(Dr. Ira Herawati, S.T., M.T) (title)

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Section II - General terms and conditions

1. Definitions
1.1 Affiliate(s): means, with respect to either party, any 2. Customer’s Responsibilities
entity, including without limitation, any individual, 2.1 Customer is responsible for Product installation and
corporation, company, partnership, limited liability providing DNV with the user code generated during
company or group, that directly or indirectly through one installation so that a license authorisation code can be
or more intermediaries, controls, is controlled by or is created.
under common control with such Party. “Control” for the 2.2 If, once installed on a User’s device, Customer wishes to
purposes of this definition, means direct or indirect transfer the Product to another device, Customer is
ownership or control of more than 50% of the voting responsible for uninstalling the Product and providing
interests of the subject entity. DNV with the un-registration code from the old device,
1.2 Agreement: means the Cover Letter, these General together with the user code generated from the new
Terms and Conditions, and any Appendix issued device.
pursuant hereto. 2.3 Customer shall ensure and has the sole responsibility
1.3 Confidential Information: means all information for ensuring that its computer equipment and system
exchanged between the parties to this Agreement in software platform is compatible with DNV’s software and
connection with the use of the Product, but shall not hardware requirements for the installed version of the
include any information that: (i) is at the time of Product.
disclosure, or subsequently becomes, publicly known 2.4 Customer has the sole responsibility for ensuring the
except by breach of this Agreement; (ii) a party to this legality, reliability, integrity, accuracy and quality of all
Agreement receives from a third party whom the data introduced into the installed Product, including for
receiving party reasonably believes is entitled to ensuring that the use of such data does not infringe any
disclose such information on a non-confidential basis; third party rights.
(iii) is independently developed without use of, or 2.5 The use of the Product presupposes and does not
reference to the other party’s confidential information, or replace the application of industry knowledge,
(iv) is required by law to be disclosed. experience and know-how throughout marine operation,
1.4 Customer Group: means Customer and its Affiliates. pipeline, and/or other oil and gas related operations and
1.5 Customer: means the legal entity registered as such activities by Customer and User. The Product should
upon order of the Product solely be used by competent and experienced
1.6 DNV: means the DNV legal entity designated as such on organizations, and use thereof does not release the
the Cover Letter Customer from exercising sound professional judgment.
1.7 DNV Group: means DNV, its Affiliates, DNV’s and DNV DNV has no obligations or responsibility for any services
Affiliates’ respective subcontractors, and each of their related to the use of the Product delivered by the
directors, officers, employees and agents as well as any Customer.
other person or entity acting on behalf of the DNV
Group. 3. License Grant and License Restrictions
1.8 Documentation: means DNV’s online instruction and 3.1 DNV grants Customer a restricted, non-transferable,
information guides and manuals for the Product as non-exclusive, right to use the Product as set out in this
published from time to time by DNV. Agreement. The license shall be restricted to the type of
1.9 Effective Date: means the date indicated as such on the license and agreed number of users as set forth on the
Cover Letter Cover Letter.
1.10 Intellectual Property Rights: means all now known or 3.2 Unless otherwise specified and agreed between the
hereafter existing (i) rights associated with works of parties, the license gives Customer a restricted and
authorship, including copyrights and moral rights; (ii) time-limited right to use the Product for 12 (twelve)
business names, secondary business names, trademark months from the Effective Date, and limited to one single
or service mark rights; (iii) trade secret rights; (iv) User.
inventions, patents, patent rights, and industrial property 3.3 Customer shall access and use the Product solely in
rights; (v) layout-design rights, design rights, and other accordance with the Documentation and solely for
proprietary rights of every kind and nature other than Customer's own business purposes, and solely on
trademarks, service marks, trade dress, and similar computer equipment owned and under the direct control
rights; and (vi) all registrations, applications, renewals, of Customer.
extensions, or reissues of the foregoing, in each case in 3.4 The license does not include any rights which are not
any jurisdiction throughout the world. explicitly stated in this Agreement, or otherwise set out
1.11 Perpetual License: means a restricted license to use the in mandatory applicable law. In particular Customer shall
Product in perpetuity in accordance with this Agreement. not, unless explicitly allowed under applicable
A Perpetual License does not give the right to updates, mandatory law:
maintenance and support. a) Modify, adapt, decompile, disassemble or reverse
1.12 Product: means the Product included in Appendix A. engineer the Product, documentation, layouts,
1.13 Time-limited License: means a restricted license to use pictures or designs;
the Product for the limited period of time as ordered by b) Provide for interoperability with its own software or
the Customer in accordance with this Agreement. hardware systems without first notifying DNV. This
Unless otherwise specified and agreed, such Time- restriction should however not prevent the use of
limited License is valid for 12 (twelve) months from the GasVLe ActiveX as an executable for software
Effective Date. developers to incorporate into their own
1.14 User: means any physical person employed by the applications.
Customer or who otherwise acts on behalf thereof and c) Create derivative works based on the Product or
that has Access to the Product, regardless of actual use. Documentation;
"Access" means, by any type of software, connection or d) Make copies of the Product or Documentation, other
platform, any possibility to register in, view, or influence than as necessary for backup or archival purposes
data from, the Product. as provided herein or other lawful use;

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e) Allow any transfer, lease, rental, loan, resale, KIND OR NATURE AGAINST THE DNV GROUP OF
distribution, sublicense, service bureau-type use on COMPANIES WHETHER IN CONTRACT, TORT OR
the Internet or otherwise of the Product; OTHERWISE.
f) Use or allow use of the Product by any third party or 5.4 DNV may terminate this Agreement with immediate
physical person who is not an authorized User. effect if the Customer fails to pay the fee for license(s) or
g) Transfer any Product or the use thereof to a site any other sum due hereunder.
other than the authorized Customer site. 5.5 Each Party may terminate this Agreement with
h) Use the DNV logo, or any logos or trademarks held immediate effect (i) if the other Party is in breach of this
by the DNV Group, in the conduct of Customer's Agreement which is either incapable of being remedied
business; or (if remediable) has not been remedied within 30 days
i) Rebrand, or otherwise use the Product in of written notice to the breaching Party or (ii) if the other
Customer's business without DNV's explicit written Party enters into liquidation, makes a voluntary
consent and proper attribution to DNV or DNV's arrangement with its creditors, or becomes subject to an
proprietary rights and/or. administrative order.
j) Alter or remove any copyright and other proprietary 5.6 Upon termination of this Agreement according to this
rights notices from the Product or Documentation or article 4, and to the extent allowed by applicable
any copies thereof. mandatory law, all rights granted hereunder shall
3.5 The Product is licensed and provided “AS IS”, and immediately terminate.
Customer's sole remedies and exclusive warranties, if
any, are expressly set out in this Agreement. 6. Confidentiality
3.6 The Agreement includes the sole right to use the version 6.1 Customer shall at all times protect the secrecy of, and
of the Product released at the time of order of the avoid disclosure and unauthorized use of, DNV’s
Product, and does not include any right to upgrades. Confidential Information.
3.7 The Product and Documentation are licensed and not 6.2 Except as otherwise provided herein, the parties shall
sold. All right, title and interest in and to the Product, not make each other’s Confidential Information available
including ownership of all applicable rights in patents, to any third party (other than those of its employees
copyrights, trademarks and trade secrets, any copy or under nondisclosure obligations), or to use each other’s
part thereof, including all modifications, customizations, Confidential Information for any purpose other than as
bug fixes, updates or any other programs or materials contemplated hereunder.
developed during the performance of any maintenance 6.3 DNV may, subject to this Agreement, share Confidential
service or otherwise provided by DNV, shall not transfer Information and results of audits with its parent, parent
to Customer and shall remain solely with DNV and/or it’s subsidiaries, subsidiaries affiliates and licensors for the
licensors. purpose of administering and performing its obligations
hereunder and under agreements with its licensors.
4. Fees and Payment 6.4 Customer acknowledges and agrees that irrespective of
4.1 Customer shall pay the fees for any ordered license whether identified as confidential or not, the Agreement,
together with all applicable charges set out in Appendix the Product and Documentation are all Confidential
A. Information of DNV and/or its licensors.
4.2 Any set out fee is excluding VAT, unless otherwise 6.5 DNV shall have the right to make reference to the
specified. Customer’s name in proposals or other similar
4.3 The agreed fee for the license shall be due and payable submissions made to other prospective customers.
upon the signature of the Agreement by the Customer. Unless otherwise agreed, any other publications related
4.4 If the Customer (or any User) uses the Product in a to DNV’s provision of services to the Customer under
manner which exceeds the limitation of Users or other this Agreement shall be subject to the Customer’s prior
usage limitations, and the excess use corresponds to a approval.
higher pricing plan, the Customer shall be obliged to pay 6.6 DNV is continuously improving its services to the
according to such higher pricing plan. industry to fulfill its purpose, which is to safeguard life,
property and the environment. For this purpose, the
5. Term and termination customer acknowledges that DNV shall hold a right to
5.1 This Agreement applies for the duration of the Product use and process any information generated or collected
license as set out on the Cover Letter. under or in connection with this Agreement in an
5.2 If this is a Perpetual Licence, this Agreement shall apply anonymized and aggregated form.
for the duration of the Perpetual License. If this is a Time
Limited License, this Agreement will terminate upon the 7. Intellectual Property Rights
expiry of the applicable fixed period. If the duration is on 7.1 As between Customer and DNV, DNV owns all
a recurring subscription basis (such as monthly or intellectual property rights, including patent, copyright,
yearly), unless otherwise notified by Customer in writing trade secret, trademark and other proprietary rights, in
30 (thirty) days prior to renewal, the license is and to the Product, Documentation and/or services
automatically renewed for additional, corresponding time provided in connection with the installation and/or use of
periods, subject to this Agreement and further subject to the Product and/or Documentation.
the then-current fees applicable at the time of renewal. 7.2 Customer shall hold a limited, restricted, non-
5.3 In the event that DNV has reason to believe that an transferrable, non-exclusive right to use Documentation
infringement could exist, or if there are allegations that provided by DNV for the duration of the Agreement.
the Product infringes third party intellectual property 7.3 DNV, and the DNV figure mark are trademarks held by
rights, DNV shall be entitled to terminate the Agreement DNV. This Agreement does not imply any license to use
with immediate effect. In such case Customer’s sole these trademarks unless explicitly agreed in writing
remedy and DNV’s entire liability shall be limited to the between the parties.
restitution of the license fee(s) paid to DNV for the 12
(twelve) months immediately preceding such 8. Audit
termination, and CUSTOMER RELEASES, WAIVES,
AND DISCHARGES ALL OTHER CLAIMS OF ANY

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8.1 Customer shall maintain complete and accurate books DNV’S PERFORMANCE OR NON-PERFORMANCE
and records regarding compliance with Customer’s OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
obligations as set out in this Agreement. 10.2 CUSTOMER SHALL INDEMNIFY, DEFEND AND
8.2 DNV shall have the right at its own expense, during HOLD HARMLESS DNV AND DNV GROUP FROM
Customer’s normal business hours and upon giving ANY AND ALL DAMAGES AND LOSSES SUSTAINED
Customer a reasonable prior written notice, to audit BY DNV OR DNV GROUP ARISING OUT OF OR
Customer’s records and systems, including, but not RELATED TO CUSTOMER’S BREACH OF ITS
limited to, individual computers, to verify Customer’s OBLIGATIONS UNDER ARTICLES 2 AND 3.
compliance with the Agreement. 10.3 CUSTOMER SHALL INDEMNIFY, DEFEND AND
8.3 Customer grants DNV the right to include functions in HOLD HARMLESS DNV AND THE DNV GROUP
the Product which inform DNV of Customer’s FROM AND AGAINST ANY CLAIMS FROM THIRD
compliance with the requirements set out herein. PARTIES ARISING FROM OR IN CONNECTION WITH
8.4 If the Audit reveals any unreported usage, Customer CUSTOMER’S OR CUSTOMER GROUP'S USE
shall promptly either purchase the necessary number of ACCESS TO OR USE OF THE PRODUCT, AND FROM
licenses for the relevant time-period or stop the DAMAGES AND ANY ASSOCIATED LEGAL COST
unauthorized use and return any unauthorized copies THAT MAY BE AWARDED OR AGREED TO BE PAID
and related material to DNV. In case of unreported TO ANY THIRD PARTY IN RESPECT OF ANY CLAIM
usage the Customer shall reimburse DNV for its cost OR ACTION CAUSED BY OR ARISING FROM
and expenses related to the audit. CUSTOMER’S OR CUSTOMER GROUP'S USE OF
8.5 DNV reserves all rights in case the Audit reveals THE PRODUCT.
breach(es) of the Agreement other than as set out in
article 7.4. 11. NO WARRANTIES
11.1 DNV warrants that it is authorized to enter into this
Agreement and to grant the license set forthherein. DNV
9. EXCLUSION AND LIMITATION OF LIABILITY makes no warranties of any kind in respect of the
Product,except as expressly set forth in this clause 10.1.
9.1 EXCLUSION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW,
9.1.1. TO THE MAXIMUM EXTENT PERMITTED BY THE PRODUCT IS PROVIDED “AS IS” WITHOUT
APPLICABLE LAW, IN NO EVENT SHALL DNV OR WARRANTY OF ANY KIND, EITHER EXPRESS,
THE DNV GROUP BE LIABLE FOR ANY SPECIAL, IMPLIED OR STATUTORY, INCLUDING, BUT
INCIDENTIAL, PUNITIVE, INDIRECT, OR NOTLIMITED TO, THE WARRANTIES OF
CONSEQUENTIAL DAMAGES WHATSOEVER MERCHANTABILITY OR FITNESS FOR A
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PARTICULAR PURPOS ALL CONDITIONS,
LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF WARRANTIES, TERMS, REPRESENTATIONS AND
USE, LOSS OF DATA, LOSS OF CONFIDENTIAL OR UNDERTAKINGS EXPRESS OR IMPLIED RELATING
OTHER INFORMATION, FOR BUSINESS TO FITNESS FOR PURPOSE, SATISFACTORY
INTERRUPTION, FOR NEGLIGENCE OR FOR ANY QUALITY, CORRESPONDENCE WITH SAMPLES AND
OTHER LOSS WHATSOEVER) HOWSOEVER DEFECTS IN MATERIALS, DESIGN AND
CAUSED AND REGARDLESS OF THE THEORY OF WORKMANSHIP ARE EXCLUDED.
LIABILITY, ARISING OUT OF OR IN ANY WAY 11.2 In particular, DNV does not warrant (i) any results or
RELATED TO THIS AGREEMENT OR THE USE OF suitability of results from Customer’s use of the Product
OR INABILITY TO USE THE PRODUCT OR and Documentation, or (ii) that the operation of the
DOCUMENTATION, EVEN IF DNV HAS BEEN Product will be uninterrupted or error free, or (iii) that the
ADVISED OF THE POSSIBILITY OF SUCH functions contained in the Product will meet Customer's
DAMAGES. requirements.

9.2 LIMITATION OF LIABILITY: 12. Assignment


9.1.2. DNV AND DNV GROUP'S MAXIMUM CUMULATIVE 12.1 DNV shall be entitled to assign its rights and obligations
LIABILITY TO CUSTOMER AND CUSTOMER GROUP under this Agreement to any company within the DNV
FOR DAMAGES ARISING OUT OF OR RELATING TO Group. Customer shall be informed of such assignment
THIS AGREEMENT INCLUDING ANY AND ALL USE in writing.
OF THE PRODUCT AND/OR DOCUMENTATION, 12.2 Customer may not delegate any of its obligations or
WHETHER BASED UPON CONTRACT, TORT assign any of its rights or remedies hereunder. Any such
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR attempted delegation or assignment shall be null and
ANY OTHER BASIS FOR LIABILITY, SHALL NOT void.
EXCEED THE AMOUNTS ACTUALLY PAID BY
CUSTOMER TO DNV FOR THE PREVIOUS TWELVE 13. Force Majeure and Restrictions on Trade
(12) MONTH PERIOD UNDER THIS AGREEMENT. 13.1 Save in relation to payment by Customer, neither Party
9.1.3. NOTHING IN THIS AGREEMENT LIMITS OR will be liable for any delay or failure to perform its
EXCLUDES LIABILITY FOR ANY FRAUD, obligations under this Agreement which is directly or
FRAUDULENT MISREPRESENTATION, OR ANY indirectly due to causes beyond its reasonable control,
OTHER MATTER WHICH CANNOT BE EXCLUDED including but not limited to acts of God, Governmental
OR LIMITED AT LAW. acts, fires, floods, explosions, riots or other civil
disturbances, embargoes, war, terrorist acts, acts of civil
10. INDEMNIFICATION or military authorities, disruptions in the flow of data to or
10.1 CUSTOMER SHALL INDEMNIFY, DEFEND AND from networks, denial of or delays in processing of
HOLD HARMLESS DNV AND THE DNV GROUP export license applications, accidents, strike, fuel crises
AGAINST ANY AND ALL CLAIMS MADE BY OTHER or power outages (each a “Force Majeure”).
COMPANIES IN THE CUSTOMER GROUP AGAINST 13.2 In the event of either party being so delayed or
DNV AND/OR THE DNV GROUP BASED UPON prevented from performing its obligations such party
shall: (a) give notice in writing of such delay or

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prevention to the other party as soon as reasonably 17.1 This Agreement shall be governed and construed in
possible; (b) use all reasonable endeavors to mitigate accordance with the laws of England and Wales,
the effects of such delay or prevention upon the excluding the laws pertaining to conflicts or choice of
performance of its obligations under this agreement; and law, in all respects, including but not limited to all
(c) resume performance of its obligations as soon as matters of validity, interpretation, construction and
reasonably possible after the removal of the cause of performance.
the delay or prevention. 17.2 Any dispute arising out of, in relation to or as a
13.3 Both parties may terminate this Agreement with consequence of this Agreement, which cannot be settled
immediate effect, without any liability or penalties, if the amicably through negotiations between the parties, shall
party, its ultimate parent company or its ultimate parent be brought exclusively in the courts of London, England.
company’s subsidiaries or affiliates are or become
subject to sanctions or penalties imposed by a national 18. Export
government, the United Nations, the European Union or 18.1 Customer acknowledges that the Product may be
similar organizations related to the Services which is subject to export and import control. Customer agrees
provided hereunder, or if the Services would be that no Product will be exported (or re-exported or resold
considered to be illegal or in conflict with applicable law in a country of installation), directly or indirectly,
for the respective party, its subcontractors and/or its separately or as part of a system, without Customer, at
subcontractor’s’ parent companies. its own cost, first complying with all laws and regulations
applicable to export and import control.
14. Insurance
14.1 Customer agrees to maintain a market standard general 19. Miscellaneous
liability insurance. Any insurance maintained by DNV 19.1 The waiver by either party of, or failure of either party to
shall not affect the insurance company's right to rely on exercise in any respect, any right provided herein shall
the limitations of liability and exclusions of remedy set not be deemed a waiver of such right in the future or of
out in this Agreement to the same extent as DNV. any other right hereunder.
19.2 The Product is provided to non-Department of Defense
15. Severability (“DoD”) agencies with RESTRICTED RIGHTS and its
15.1 If any term of this Agreement is held to be invalid or supporting documentation is provided with LIMITED
unenforceable by any court or body of competent RIGHTS. Use, reproduction, or disclosure by the United
jurisdiction, then that term shall be deemed severable States Government is subject to the restrictions and
from this Agreement, and the remaining provisions shall notice requirement as set forth in subparagraphs (a)
stay in full force and effect. through (c) of the Commercial Computer Software
License clause at FAR 52.227-19. When Product is
16. Survival provided to DOD agencies, the Government's rights in
16.1 The provisions of this Agreement shall remain in full software, supporting documentation, and technical data
force and effect after termination if it can be reasonably are governed by the restrictions in the Technical Data
established that from their nature or context they are Commercial Items clause at DFARS 252.227-7015 and
meant to survive termination of this Agreement. DFARS 227.7202. Manufacturer is DNV.
16.2 In particular, the following articles shall apply regardless 19.3 DNV shall have the rights to use any information
of any termination of this Agreement: 6, 7, 8, 9, 10, 11, generated in the course of the use of the Product for its
13, 15, 16 and 17. own statistical or analytical purposes, provided that such
information shall only be disclosed to third parties in
17. Governing law and legal venue aggregated anonymous forms.

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Appendix A – Product and Price

1. Product Description
The seller is to insert the product description of the item that is sold. This description shall be copied from the
Price book.

Remuneration/programs and license fee

No. Program Licence Type Licence fee


GasVLe Add-in 1 Temporary (4 £0
months)
GasVLe Function
GasVLe GasTools
GasVLe Metering
GasVLe ActiveX
OilVLe
Total fee: £0

No. of simultaneous Users: 1


Customer’s site(s), installations or ship: 1

2. Currency
All fees set out in this Appendix A, and payments made hereunder shall be in the currency GBP unless
otherwise agreed by the parties.

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Appendix B – Special Legal Terms (if applicable)

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