These Terms of Service (“Terms”) govern your organisation’s use of NRG-Drill, a cloud service for monitoring drilling data, together with the NRG-Drill Transmitter software installed at your rigsites (together, the “Service”). The Service is provided by [Company legal name], a company registered in Nigeria with number [RC number], whose registered office is at [Registered address] (“we”, “us”).
“You” or the “Customer” means the organisation that holds an NRG-Drill licence. The people your organisation allows to use the Service are “Users”. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind it.
Where you have signed an order form or a separate agreement with us, that document takes precedence over these Terms where they conflict.
1. The Service
1.1 The Service lets you send drilling data from your rigsites to the cloud with the Transmitter, store it, view it live and historically in a web browser, set alarm rules, and export it.
1.2 We may improve and change the Service over time. We will not make a change that materially reduces the core functions of the Service during your licence term without telling you in advance.
1.3 Features described as “on the roadmap” or “coming soon” are not part of the Service until they are released.
2. Licences, trials and fees
2.1 Your licence. Each Customer has a licence that sets its term, billing period, user, well and facility limits, data retention period and the features included. The licence is set out in your order form or confirmed by us in writing.
2.2 Seats. An enabled User counts towards your user limit. Disabled users and paired wall displays do not.
2.3 Trials. A trial licence lets you evaluate the Service for the period we agree. Trials are provided as they are, without the service levels in our Service Level Agreement, and may be ended by either of us at any time.
2.4 Fees. You agree to pay the fees in your order form, in US dollars or Nigerian naira as stated there. Unless agreed otherwise, invoices are payable within [30] days. Fees are exclusive of taxes, which you are responsible for (other than taxes on our income).
2.5 Renewal. A payment we receive for your licence extends it by its billing period.
3. Expiry, grace period and suspension
3.1 If your licence expires and is not renewed, the Service continues for a grace period stated in your licence. Users see warnings in the app during the grace period.
3.2 After the grace period, Users can no longer sign in. Data from your rigsites continues to be received and stored for the retention period in your licence, so nothing is lost while the licence is renewed.
3.3 We may suspend your organisation’s access if invoices remain unpaid after the grace period, if your use breaches the Acceptable Use Policy, or if we must do so to protect the Service or other customers. Where we can, we will tell you first and give you a reasonable chance to fix the problem.
4. Your responsibilities
4.1 You are responsible for your Users, for keeping sign-in details and facility keys confidential, and for the accuracy of the rules, mappings and settings you configure.
4.2 You must have the right to send to the Service the data your Transmitters read, including any permission needed from the rig owner, operator or data system vendor.
4.3 You will comply with the Acceptable Use Policy.
5. Your data
5.1 Ownership. As between us, you own the drilling data, annotations, dashboards and other content that you or your Transmitters send to the Service (“Customer Data”).
5.2 Our use. We process Customer Data only to provide, secure and support the Service, and as described in our Data Processing Addendum, which forms part of these Terms.
5.3 Retention and export. Customer Data is kept for the retention period in your licence and then deleted, a whole month at a time. You can export it at any time using the export features in your licence.
5.4 At the end. When your licence ends, you may ask us within [30] days to provide an export of your Customer Data. After that, we delete it within [90] days, except where the law requires us to keep it.
5.5 Usage data. We record how the Service is used, as described in our Privacy Policy, to provide usage reports to you and to administer your licence.
6. Safety-critical use
6.1 The Service is a monitoring and information tool. It does not replace the rig’s own instruments, alarms, well-control equipment or procedures, or the judgement of the people on site.
6.2 Data in the Service may be delayed, incomplete or interrupted, for example by rigsite network outages. Alarms in the Service depend on data reaching it, and on browser and device settings for sound. You must not rely on the Service as the sole means of detecting a well-control event or any other hazard.
7. Intellectual property
7.1 We own the Service, the Transmitter software and all related intellectual property. We grant you a non-exclusive, non-transferable right for your Users to use the Service during your licence term. The Transmitter is licensed under the Transmitter Software Licence.
7.2 If you send us suggestions, we may use them without obligation to you.
8. Confidentiality
Each of us will keep the other’s confidential information confidential, use it only for the purposes of these Terms, and protect it with reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law.
9. Warranties
9.1 We will provide the Service with reasonable skill and care and in line with our Service Level Agreement.
9.2 Except as set out in these Terms, the Service is provided without any other warranty, including warranties of fitness for a particular purpose or that it will be uninterrupted or error-free.
10. Liability
10.1 Nothing in these Terms limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.
10.2 Subject to 10.1, neither party is liable for loss of profit, revenue, production or business, loss of or damage to a well, rig or reservoir, or for indirect or consequential loss.
10.3 Subject to 10.1, each party’s total liability under these Terms in any 12 months is limited to the fees paid and payable by you for the Service in those 12 months.
11. Term and termination
11.1 These Terms apply for as long as you have a licence or use the Service.
11.2 Either party may end the agreement if the other materially breaches these Terms and does not fix the breach within 30 days of being told about it in writing.
11.3 Sections 5.4, 6, 7, 8, 10 and 12 continue after termination.
12. General
12.1 Changes. We may update these Terms. If a change materially affects you, we will tell your organisation’s administrators at least 30 days before it takes effect.
12.2 Assignment. Neither party may transfer these Terms without the other’s consent, except to a successor of its business.
12.3 Force majeure. Neither party is liable for delays caused by events outside its reasonable control.
12.4 Law and disputes. These Terms are governed by the laws of the Federal Republic of Nigeria, and the courts of [Lagos State] have exclusive jurisdiction.
12.5 Contact. Notices to us should be sent to [legal-nrgdrill@alcings.com] and to our registered office.