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    LICENCE TERMS AND CONDITIONS FOR iMAASP SOFTWARE

    WHEREAS:

    (A)        The Supplier (as defined below) is the legal and beneficial owner and licensor of the Software (as defined below) and is willing to license the Customer (as defined below) to use the Software on the following terms.

    (B)        The Customer wishes to licence the Software on the following terms.

    IT IS AGREED as follows:

    1.                Interpretation

    1.1             The definitions and rules of interpretation in this clause apply in the Agreement.

    "Affiliate"

    means, in relation to either party, each and any subsidiary or holding company (as those terms are defined in section 1159 of the Companies Act 2006) of that party and each and any subsidiary of a holding company of that party

    "Agreement"

    means these terms and conditions as amended from time to time in accordance with these terms and including the Quotation

    "Business Day"

    means any day other than a Saturday, Sunday or bank or other public holiday in England

    "Commencement Date"

    means the date on which the Supplier receives a counter-signed copy of the Quotation from the Customer or the date on which the Customer begins to use the Software, whichever is the earlier

    "Customer"

    means the party identified as the customer in the Quotation

    "Fee"

    means the licence fee specified in the Quotation and payable by the Customer to the Supplier in accordance with Clause 6

    "Harmful Code"

    means viruses, worms, Trojan horses, cancelbots, and other contaminants, or any other harmful codes or instructions designed to terminate, disrupt or damage the operation of the Software

    "Initial Term"

    has the meaning given to that term in Clause 11.1

    "Intellectual Property Rights"

    means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future and, unless expressly stated otherwise, in any part of the world

    "Minimum Requirements"

    means the requirements relating to the Customer's computing equipment which are required for the Software as set out at Schedule 2 or as notified to the Customer by the Supplier in writing from time to time

    "New Version"

    means any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product

    "Quotation"

    means the quotation letter accompanying these terms and conditions

    "Software"

    means the software known as iMAASP and any Upgrade which is provided to the Customer in accordance with the terms of the Agreement

    "Specification"

    means the specification of the Software as set out at Schedule 1

    "Supplier"

    means Wood Group Intetech Limited, a company registered in England and Wales (Company Number 2575585) and with its registered office at Compass Point, 79-87 Kingston Road, Staines-Upon-Thames, Middlesex, England, TW18 1DT

    "Third-Party Licences"

    means any licences relating to any proprietary third party software licences applicable to Third Party Software summarised in Annex 1.

    "Third-Party Software"

    means any proprietary third party software comprised in, or used in connection with, the Software

    "Trial Period"

    means a period of up to eight (8) consecutive days, commencing on (and including) the day on which the Software is downloaded in accordance with Clause 2.1, during which the Customer may download a copy of the Software to trial the  use of the Software

    "Upgrade"

    means a release of the Software which may include amendments to existing functionality, improved performance, fault or bug corrections, but which does not constitute a New Version

     

    1.2             References to Clauses and Schedules are to the clauses and schedules of these terms and conditions and references to paragraphs are to paragraphs of the relevant Schedule.

    1.3             Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.

    1.4             The Schedules form an integral part of the Agreement and have effect as if set out in full in the body of the Agreement.  A reference to the Agreement includes the Schedules.

    1.5             Unless the context otherwise requires:

    1.5.1         words in the singular shall include the plural and in the plural shall include the singular;

    1.5.2         a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

    1.5.3         a reference to one gender shall include a reference to the other genders; and

    1.5.4         any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    1.6             In the case of conflict or ambiguity between any provision contained in the body of the Agreement and any provision contained in the Schedules or the Quotation, the provision in the body of the Agreement shall take precedence. In the case of conflict or ambiguity between any provision contained in the Schedules and any provision contained in the Quotation, the provision in the Schedules shall take precedence

    1.7             A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

    2.                trial period and download of software

    2.1             Where requested by the Customer, the Supplier shall make the Software available for download from the Supplier's website by the Customer for the Trial Period.  Any such Trial Period shall be subject to the terms and conditions of this Agreement, provided that there shall be no payment for the Trial Period and the licence to use the Software shall last only for the duration of the Trial Period.

    2.2             Should the Customer wish to procure a licence of the Software (whether following a Trial Period or otherwise) the Customer shall notify the Supplier of this fact and the Supplier shall issue a Quotation for the Customer's use of the Software. Once the Customer has paid the Fee for the Software in accordance with Clause 6 (or on such other date as the Supplier may agree to in writing) the Supplier shall provide the Customer with the licence codes to enable the Customer to download the Software from the Supplier's website and to commence use of the Software in accordance with this Agreement.

    2.3             In no event shall the Supplier deliver the Software to the Customer in any physical or tangible format.

    3.                Licence and customer obligations

    3.1             In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive, non-transferrable licence for the term of the Agreement (as set out in Clause 11) to use the Software in accordance with the terms of the Agreement for its legitimate internal business purposes only.

    3.2             In relation to scope of use of the Software for the purposes of Clause 3.1:

    3.2.1         use of the Software shall be restricted to use of the Software in object code form by the number of users specified in the Quotation (which, for the avoidance of doubt, shall be one (1) user where the Software is licensed on a single user basis) for the purpose of processing the Customer's data for the normal business purposes of the Customer, provided that this shall not include allowing the use of the Software by, or for the benefit of, any person other than:

    (a)              an employee of the Customer; or

    (b)              a sub-contractor of the Customer or employee of such a sub-contractor,

    in each case solely to the extent that employee, sub-contractor or employee of that sub-contractor requires to use the Software in order to fulfil a contractual obligation to provide services to the Customer, and in no event for that party's commercial interests or for the benefit of any third party;

    3.2.2         the Software is licensed on a single user basis. Each single user licence of the Software includes the right to install, run, access and use the Software on a single computer operated by the Customer.

    3.2.3         except as expressly stated in this Clause 3 or expressly permitted by law, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the Software in whole or in part.  If the Customer adapts, reverse engineers, decompiles, disassembles, modifies, or corrects errors in, the Software the Supplier shall have the right to terminate this Agreement with immediate effect upon the provision of written notice to the Customer. In the event of such termination the Customer shall not be entitled to recover any Fees paid to the Supplier in advance.

    3.3             For the avoidance of doubt, the Customer shall not be permitted to copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the Software in whole or in part with the intention, or result, of creating a product which is in competition with the Software and nothing in Clause 3.2 or in the other terms of this Agreement shall be construed as granting the Customer such a right.  The Customer shall save, indemnify, defend and hold harmless the Supplier Group against all claims, losses, damages, costs (including legal costs) expenses and liabilities incurred by the Supplier Group as a result of or in connection with the Customer's unauthorised use of the Software.

    3.4             The Customer may not use the Software other than as specified in Clause 3.1 and Clause 3.2 without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.

    3.5             The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. In particular, the Customer acknowledges and agrees that:

    3.5.1         any output from the Software, including any output data, is dependent on the data input to the Software by the Customer;

    3.5.2         the Customer shall be solely responsible for the use of, reliance on or decisions taken as a result of any output from the Software; and

    3.5.3         the Supplier shall have no responsibility or liability to the Customer in relation to any output from the Software, including any output data.

    3.6             The Customer shall:

    3.6.1         ensure that the number of persons using the Software does not exceed the number of permitted users (if any) stated in the Quotation and / or Clause 3.2 above;

    3.6.2         ensure that the Customer's equipment complies with the Minimum Requirements;

    3.6.3         notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;

    3.6.4         pay, for broadening the scope of the licences granted under the Agreement to cover any unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.

    4.                Maintenance releases

    4.1             The Supplier will provide the Customer with all Upgrades generally made available to its customers. The Supplier warrants that no Upgrade will adversely affect the then existing facilities or functions of the Software. The Customer shall install all Upgrades as soon as reasonably practicable after the Supplier notifies the Customer that the Upgrade is available for download.

    4.2             For the avoidance of doubt, the Customer shall not be entitled to receive any New Versions of the Software pursuant to the Agreement and the provision of any New Versions of the Software will be subject to the Supplier and the Customer agreeing a separate licence and charges for that New Version.

    5.                Intellectual property rights

    5.1             The Customer acknowledges that all Intellectual Property Rights in the Software and any Upgrades belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software or the Upgrades other than the right to use them in accordance with the terms of the Agreement.

    6.                Fees

    6.1             Unless otherwise agreed by the Supplier in writing, the Customer shall pay to the Supplier the Fee annually in advance.  The Supplier shall be entitled to issue an invoice for the Fee on 1 January each calendar year during the term of the Agreement, provided that the first invoice shall be raised on commencement of the Agreement in respect of a pro-rated Fee to the end of the then current calendar year.

    6.2             The Customer shall pay any invoice issued pursuant to the Agreement within thirty (30) days of receipt of the invoice.  The Supplier shall not issue the Customer with the licence codes to enable download of the Software until such time as the Fee for the applicable calendar year (or part of a calendar year) has been paid by the Customer.

    6.3             All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.

    6.4             If the Customer fails to make any payment due to the Supplier under this Agreement by the due date for payment, then, without limiting the Supplier's remedies under Clause 11, the Supplier shall be entitled to suspend the operation of the Software where that payment has not been made within thirty (30) days of its original due date for payment. 

    6.5             The Supplier shall, acting reasonably and taking into account wage inflation in the IT market, be entitled to increase the Fee no more than once per calendar year.  The Supplier shall provide the Customer with no less than twenty (20) days notice in advance of the 31 December of any calendar year of this Agreement and any such increase shall only take effect on 1 January of the calendar year following such notice.  If the Customer objects to the increase in the Fee then the Customer shall notify the Supplier in writing of its objection no less than five (5) Business Days following receipt of the Supplier's notice of the proposed increase and the increase shall not apply unless and until agreed by the parties in writing.

    7.                Confidentiality and publicity

    7.1             Each party undertakes that for the duration of the Agreement and thereafter it will keep confidential and (except for the purposes of the Agreement) will not use or (without the prior written consent of the other party) disclose to any third party any information concerning the business or affairs of the other party that is confidential in nature and which may become known to it as a result of negotiations leading up to or the performance of the Agreement.  Each party undertakes to the other parties to take all steps as shall from time to time be necessary to ensure compliance with the provisions of this Clause 7.1 by its employees, agents and sub-contractors.

    7.2             The obligations in Clause 7.1 shall not apply in relation to:

    7.2.1         information which is or becomes public knowledge other than as a result of a breach of Clause 7.1;

    7.2.2         information which the party using or disclosing the information either knew prior to the other party's first disclosure to it or received from a third party entitled to disclose the same;

    7.2.3         information which any party is required to disclose by law, any Court of competent jurisdiction, any Government agency or regulatory body lawfully requesting the same or by the regulations of any stock exchange provided that (to the extent not prohibited by law or order of court, government agency or regulatory body or stock exchange regulation) the disclosing party promptly notifies and consults with the other party in advance in relation to the timing and content of such disclosure.

    7.3             Neither party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

    8.                Export

    8.1             Each party shall be responsible for its own compliance with any export control laws or regulations, including United States export laws and regulations ("Export Control Laws"), which are applicable to it. Neither party shall export, directly or indirectly, any technical data or products (including software) acquired from the other party under the Agreement in breach of the Export Control Laws, and in particular shall not export such data or products to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

    8.2             Each party undertakes:

    8.2.1         contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

    8.2.2         if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

    9.                Supplier's warranties

    9.1             Provided the Customer has implemented all Upgrades in accordance with Clause 4.1, the Supplier warrants that the Software will conform in all material respects to the Specification.

    9.2             In the event that the Customer notifies the Supplier in writing of any fault or defect in the Software in consequence of which the Software fails to conform in all material respects to the Specification then, provided such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer having: (i) amended the Software; or (ii) used the Software outside the terms of the Agreement; or (iii) used the Software for a purpose or in a context other than the purpose or context for which the Software was designed: or (iv) used the Software in combination with any other software not provided by the Supplier: or (v) loaded the Software onto equipment other than that specified by the Supplier (where applicable) or which meets the Minimum Requirements, the Supplier will investigate the fault or defect and consider whether a fix for that fault or defect should be incorporated within a future Upgrade. The Supplier will inform the Customer when a Upgrade containing any such fix is available for download by the Customer.

    9.3             The Customer will provide the Supplier with such information and assistance as the Supplier may require in order to remedy the fault or defect and will implement any actions notified to it by the Supplier which are required to resolve a defect or fault with the Software.

    9.4             If the Supplier is unable to remedy the fault or defect with the Software, the Supplier shall terminate the Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer in advance as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on confirmation by the Customer in writing that it has deleted the Software from its computer system and servers and destroyed all copies of the Software in its possession.

    9.5             The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.

    9.6             The Customer shall comply with the Third-Party Licences and the Supplier may treat the Customer's breach of any Third-Party Licence as a breach of the Agreement.  The Customer shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.

    9.7             The remedies in this Clause 9 shall be the Customer's sole remedy, and the Supplier's sole obligation and liability, in respect of any failure of the Software to comply in all material respects to the Specification.

    9.8             All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

    10.             Limits of liability

    10.1           Except as expressly stated in Clause 10.2:

    10.1.1       the Supplier shall not in any circumstances have any liability to the Customer for any losses or damages, whether arising in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

    (a)              indirect, consequential or special damage even if the Supplier was aware of the circumstances in which such special damage could arise;

    (b)              loss of profits;

    (c)              loss of anticipated savings;

    (d)              loss of business opportunity;

    (e)              loss of goodwill or damage to reputation;

    (f)               loss or corruption of data; or

    (g)              pollution of the environment.

    10.1.2       the total liability of the Supplier in any calendar year during the term of the Agreement, whether in contract, tort (including negligence) or otherwise in connection with the Agreement shall in no circumstances exceed a sum equal to the Fee paid or payable by the Customer in respect of the applicable calendar year; and

    10.1.3       subject to Clause 10.2.2, the Customer agrees that, in entering into the Agreement, either (i) it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the Agreement or, (ii) if it did rely on any representations, whether written or oral, not expressly set out in the Agreement, that it shall have no remedy in respect of such representations and, in each case, the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of the Agreement.

    10.2           The exclusions in Clause 9.7 and Clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:

    10.2.1       death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;

    10.2.2       fraud or fraudulent misrepresentation;

    10.2.3       breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

    10.2.4       any other liability which may not be excluded by law.

    10.3           All dates supplied by the Supplier for the delivery of the Software or the performance of its other obligations under the Agreement shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

    11.             Duration and termination

    11.1           This Agreement commences on the Commencement Date and, subject to earlier termination in accordance with Clause 11.3, will continue for a term of one (1) year from and including the Commencement Date (the "Initial Term").  

    11.2           Following expiry of the Initial Term this Agreement will, subject to earlier termination in accordance with Clause 11.3, continue for successive 12 month periods until terminated by either party giving either:

    11.2.1       not less than five (5) Business Days' written notice of termination to the other, such termination to take effect only on the next to occur anniversary of the Commencement Date following the date on which such notice of termination is given; or

    11.2.2       in the case of the Customer, where the Supplier issues a reminder invoice in December of a calendar year, no less than fifteen (15) Business Days' written notice of termination to the Supplier following receipt of such invoice, such notice to expire no later than 31 January of the following calendar year.

    11.3           This Agreement may be terminated by either party with immediate effect on giving written notice to the other party:

    11.3.1       if the other party commits a material breach of any provision of the Agreement which is incapable of remedy;

    11.3.2       if the other party commits a material breach of any provision of the Agreement which is capable of remedy but which the party fails to remedy within thirty (30) days after receipt of a notice specifying the breach and requiring it to be remedied;

    11.3.3       if the other party ceases trading, or becomes apparently insolvent, or has a trustee in sequestration appointed, combines with its creditors, or has a liquidator, receiver or administrator appointed (or an application is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given over all or any of its assets) over all or any of its assets other than for the purposes of a solvent amalgamation or reconstruction, or undergoes any analogous act or proceeding under foreign law to any of those mentioned in this Clause 11.3.3, or, in each case, if the terminating party has reasonable cause to suspect that any of the events in this Clause 11.3.3 are likely to happen; or

    11.3.4       in accordance with Clause 20.

    11.4           The Supplier may terminate the Agreement in accordance with Clause 9.4.

    11.5           Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

    11.6           On termination for any reason:

    11.6.1       all rights granted to the Customer under the Agreement shall cease;

    11.6.2       the Customer shall cease all activities authorised by the Agreement;

    11.6.3       the Customer shall immediately pay to the Supplier any sums due to the Supplier under the Agreement; and

    11.6.4       the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.

    11.7           Any provision of the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

    12.             Waiver

    No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    13.             Remedies

    Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

    14.             Entire agreement

    14.1           This Agreement contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.

    14.2           Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

    14.3           Nothing in this Clause 14 shall limit or exclude any liability for fraudulent misrepresentation.

    15.             Variation

    Subject to Clause 6.5, no variation of this Agreement shall be valid unless recorded in writing and signed by or on behalf of an authorised representative of each of the parties.

    16.             assignment and sub-contracting

    16.1           The Customer shall not:

    16.1.1       sub-license, assign or novate the benefit or burden of the Agreement in whole or in part;

    16.1.2       allow the Software to become the subject of any charge, lien or encumbrance; and

    16.1.3       deal in any other manner with any or all of its rights and obligations under the Agreement,

    in each case without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

    16.2           The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the Agreement, provided it gives written notice to the Customer.

    16.3           Notwithstanding Clause 7, a party assigning any or all of its rights under the Agreement may disclose to a proposed assignee any information in its possession that relates to the Agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this Clause 16.3 shall be made until notice of the identity of the proposed assignee has been given to the other party.

    17.             Severance

    17.1           If any provision of the Agreement will be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement which will remain in full force and effect.

    17.2           If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification(s) as may be necessary to make it valid.

    18.             Third-party rights

    A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

    19.             No partnership or agency

    19.1           Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    19.2           Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    20.             Force majeure

    Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six (6) months, the party not affected may terminate the Agreement by giving twenty (20) days' written notice to the affected party.

    21.             Notices

    21.1           Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by:

    21.1.1       hand or by pre-paid first-class post or other next working day delivery service to that party's registered office (if a company) or its principal place of business (in any other case); or

    21.1.2       by email to such email address as notified by the other party in accordance with this Clause 21 from time to time. 

    21.2           Any notice shall be deemed to have been received:

    21.2.1       if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

    21.2.2       if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or

    21.2.3       if sent by email, when that email is available to be read by the recipient in the recipient's computer system and provided that no error message has been received by the sender.

    21.3           This Clause 21 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

    22.             Governing law and jurisdiction

    22.1           This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    22.2           The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).


     

    Schedule 1 

    specification

     

     

    iMAASP is a calculation tool used to run up to four MAASP (Maximum Allowable Annulus Surface Pressure) calculations at any one time, providing the details of the MAASP value for the current status of the well using the derated wellhead pressure resistance and the Wall Thickness Loss in any string and identifying the annulus element with the minimum pressure rating, i.e. the component most likely to fail first.

     

     

    The iMAASP calculation utilises tri-axial stress analysis and takes into account a wide range of inputs, such as the axial load on tubulars (which impacts their collapse/burst resistance) and temperature de-rating of material properties. The iMAASP calculations in operational wells also consider the impact of reduced wall thickness in tubulars as a consequence of wear, corrosion or erosion.

     

     

    The technical background to the MAASP calculation is embodied in ISO16530 (Annex K).


     

    Schedule 2

    minimum requirements

    1.                Operating systems supported:

    1.1             Microsoft Windows XP (32-bit) Home/Professional with Service Pack 3 or later

    1.2             Microsoft Windows Vista (32-bit and 64-bit) Home/Business/Ultimate

    1.3             Microsoft Windows 7 (32-bit and 64-bit) Home/Professional/Enterprise/Ultimate

    1.4             Microsoft Windows 8 (32-bit and 64-bit) Basic/Professional/Enterprise

     

    2.                Minimum hardware requirements:

    2.1             800 MHz for Microsoft Windows XP, 1.5 GHz for Microsoft Windows Vista/Microsoft Windows 7

    2.2             512 MB of RAM for Microsoft Windows XP, 1 GB for Microsoft Windows Vista/Microsoft Windows 7

    2.3             40 MB of available hard disk space

    2.4             CD-ROM or DVD drive (if not installing via electronic download)

    2.5             Graphics card capable of a minimum resolution of 1024 x 768.

     

     


    Annex 1 - Open Source Licence Acknowledgments

     

    1)                 This product contains open source software which is covered by the terms of the Common Public License Version 1.0 (CPL), available at   http://opensource.org/licenses/cpl1.0.php. All Rights Reserved

    The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection Common Public License Version 1.0 (CPL) with the software or the use or other dealings in the software

     

    2)     Microsoft Public License (Ms-PL)

    Covers:

    CommonServiceLocator.1.2

    WPF Extended Toolkit


    http://wpftoolkit.codeplex.com/license


    This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

    1. Definitions

    The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S. copyright law.

    A "contribution" is the original software, or any additions or changes to the software.

    A "contributor" is any person that distributes its contribution under this license.

    "Licensed patents" are a contributor's patent claims that read directly on its contribution.


    2. Grant of Rights

    (A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

    (B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

    3. Conditions and Limitations

    (A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

    (B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.

    (C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.

    (D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

    (E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

     

     

    PRISM

    https://msdn.microsoft.com/en-us/library/gg405489(PandP.40).aspx

     

    Unity IoC (via PRISM)

    https://unity.codeplex.com/license

     

Contact us to upgrade your trial version to a full licensed version.

The current single user version is iMAASP Professional Edition.

iMAASP licencees are entitled to upgrade to the current version without charge. For guidance on how to upgrade from a previous version of iMAASP, please consult the document within the download package and contact us for additional support if required.

iMAASP Professional Edition system requirements

Operating systems supported:

  • Microsoft Windows Vista (32-bit and 64-bit) Home/Business/Ultimate
  • Microsoft Windows 7 (32-bit and 64-bit) Home/Professional/Enterprise/Ultimate
  • Microsoft Windows 8/8.1 (32-bit and 64-bit) Basic/Professional/Enterprise

Minimum hardware requirements:

  • 1.5 GHz CPU
  • 1 GB of RAM
  • 40 MB of available hard disk space
  • CD-ROM or DVD drive (if not installing via electronic download)
  • Graphics card capable of a minimum resolution of 1024 x 768