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Sertica Payment Terms 4007.01.L
Sertica Payment Terms 4007.01.L
Sertica Payment Terms 4007.01.L
VER. 01
07 AUG 2023
1 Definitions
Licensee/site: Asian Supply Base Sdn bhd
1st Floor, Wisma ASB,
Jalan ranca ranca, industrial estate,
87018 FT Labuan, Malaysia
User(s): Users are defined as the number of named users, established in the
system. Previous/in-active users do not count in the record of number
of users but remain in the system due to data history.
Licensed Software: Product names(s) with modules as specified in Enclosure 1 with all
subsequent modifications, enhancements, revisions, versions,
interfaces and adaptations provided by Licensor to the Licensee
pursuant to the terms of the License Contract.
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Product can be used by: The Licensee and its Affiliates or Subsidiaries and references to the
“Licensee” shall be interpreted accordingly where appropriate.
Affiliate(s): Any undertaking which is, in relation to a body corporate, any subsidiary
or holding company of the Licensee with a minimum ownership of 50%.
Generation
(of the Licensed Software): System numbering is defined by the following: z.xx.yy.q, where z is
Generation no. Generation number is normally changed as part of a
complete technology change/switch, a complete programming
language.
Version
(of the Licensed Software): System numbering is defined by the following: z.xx.yy.q, where xx is
Version no. Version number is normally changed as part of major
changes to the functionality e.g. new GUI (Graphical User Interface)
change of database version number.
Release
(of the Licensed Software): System numbering is defined by the following: z.xx.yy.q, where yy is
Release no. Release number is normally changed as part of new release
and includes new minor features and general error fixing.
SERTICA Maintenance: For the sake of clarity: The term “SERTICA Maintenance” is used in this
Contract exclusively as the name of the respective software product and
does not refer to the maintenance of the Licensed Software.
2 General Conditions
Variations and additions to this Contract shall not be valid unless mutually agreed in writing. When
agreeing to this Contract other similar License Contracts for the same Licensed Software are
terminated and therefore not valid anymore.
3 Terms of Co-operation
To succeed properly with the delivery as defined in this Contract it is necessary that the Licensee,
Licensor and other involved parties co-operates in fair play and with a common understanding of the
interest of each other.
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The parties shall secure a prompt response to outstanding matters and provide necessary
information in due time.
During the whole Contract and/or implementation period reasonable assistance and working
facilities such as telephone, internet connection, copying, etc. shall be made available for Licensor at
the Licensee's Site free of charge.
4 Rights Granted
Licensor grants and the Licensee accept a limited non-exclusive and non-transferable right to use the
Licensed Software including documentation and technical know-how as specified in Enclosure 1.
The term “use” means the actual running of the Licensed Software at the Licensee’s Site with
maximum number of managed installations as defined in Enclosure 1.
5 Delivery
5.1 Licensed Software
Licensor shall install and deliver the Licensed Software incl. user documentation at the Licensee’s Site
according to the delivery schedule as defined in Enclosure 5.
The Licensee agrees to provide the total computer installation required by Licensor for the proper
installation of the Licensed Software. The furnished recommended configuration of the
aforementioned computer installation, which shall be in good working condition, is detailed in
Enclosure 4.
5.3 Adaptations
Licensor shall implement adaptations (changes and new functions) of the standard version of the
Licensed Software as stipulated in Enclosure 3.
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6 Project Milestones
The suggested milestones in the Contract and/or implementation plan are stipulated in Enclosure 5.
All payments are to be made within 20 days from the date of invoice.
All payments are in Malaysian ringgit (MYR) and are without VAT.
9 Confidentiality
The Licensee agrees that all material and information relating to the Licensed Software is made
available for the use solely under and pursuant to this Contract. The Licensee has no right at any time
during or after expiry, cancellation or termination of this Contract to disclose the same, whether
directly or indirectly to any third party without Licensor’s prior written consent. The Licensee shall
hold harmless and indemnify Licensor from and against any and all losses, costs, damages and
expenses arising out of or in connection with the Licensee’s failure to comply with requirements of
the above.
The Licensee is under the obligation not to take any actions to reverse assemble or reverse compile
the Licensed Software or any portion of it. The Licensee shall have no right to copy the Licensed
Software except for copies deemed necessary for backup and security. The confidentiality
requirements of this Contract shall also apply to such copies.
The Licensee may make additional copies for the user guide for internal use only.
The Licensee confidentiality obligations hereunder shall survive expiry, cancellation or termination,
for any reason, of this Contract.
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Licensor undertakes not to disclose to any third party any information identified by the Licensee as
confidential relating to the Licensee or his business without the prior written consent of the Licensee.
Likewise undertakes the Licensee the same terms toward the Licensor.
10 Ownership
The rights of ownership of the Licensed Software remain with Licensor.
Licensor's right of ownership covers all standard programs and all documentation as well as all other
material concerning the Licensed Software. The aforesaid applies to material in original as well as to
copies and whether the material has been delivered to the Licensee or has been made available to
the Licensee in any other way.
Any further development of the standard parts of the licensed software or adaptations of the
Licensed Software to another computer or another programming language does not change
Licensor's right of ownership.
11 Product Liability
Licensor assumes no liability for personal injury or property damages apart from such prescribed by
mandatory rules of law accepted by Licensor in Denmark, and in that case only to such extent as
prescribed by such rules of law. Any damage to the property belonging to the Licensee or third
parties caused by defects in the delivery shall only be covered by Licensor’s liability provided it can
be substantiated that such damage is due to a mistake or neglect in the form of willful or grossly
negligent conduct on the part of Licensor.
Licensor shall assume no liability for indirect damages, consequential damages, losses of profits or
the like. Licensor’s liability for property damages can in no event exceed more than three (3) times
the License fee stipulated in Enclosure 1.
Licensor shall not be liable for any damage to real property or goods occurring whilst the
consignment is in the Licensee’s possession nor for any damage to products manufactured by the
Licensee or to products forming part thereof.
12 Force Majeure
Neither party shall be under any liability to the other hereunder on account of any loss, damage, or
delay caused by non-performance of any obligation under this Contract due to any act or omission on
the part of the other party or due to strike or other labor disputes, riots, fire, insurrection, war, the
elements, embargoes, failure of carriers, shortage of power, inability to obtain material or
transportation facilities, compliance with the law, regulations or other causes beyond the control of
the party failing to perform whether or not similar to the foregoing, as well as loss, damage or delay
in deliveries from subcontractors caused by any of the above mentioned circumstances.
The parties shall without delay on first definite notice of force majeure inform each other of the
beginning and in the same manner of the end of such force majeure circumstances.
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All disputes arising in connection with this Contract shall be finally settled under the rules of
Conciliation and Arbitration of the Copenhagen Arbitration by way of three arbitrators appointed in
accordance with the said rules.
The arbitration proceedings shall be conducted in the English language in Copenhagen, Denmark.
14 Transfer of Contract
The Licensee is not entitled to assign or transfer its rights and obligations under this Contract wholly
or partly to any third party.
15 Language
The official language used in relation to this Contract is English. This includes but is not limited to
training, documentation, correspondence and meetings.
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16 Validity of Contract
If this Contract is terminated for any reason the conditions regarding limitation of liability,
ownership, limits of the right of use, confidentiality and transfer of Contract shall still be binding
upon the parties.
This will revoke the Licensee’s right to use the installed modules as described in section 4 “Rights
Granted”.
Date:
Licensee Licensor
Ker Boon Chong Hans Chr. Jensen
Head Marine Service Head of Sales
Asian Supply Base Sdn bhd RINA Digital Solutions A/S
Enclosures:
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*Definition of units: As SERTICA is very flexible a unit can be used for various purposes. It can in general be vessels, offices, workshops,
terminals, ports, warehouses and more. Units are to be considered “active” when registered in the SERTICA Fleet Management system.
In this setup 1 office database and 06 vessels/units are included for on-premises installation, using
the applications and add-on modules listed in the following. The SERTICA Maintenance is considered
as being a part of the SERTICA Fleet Management solution, therefore included in the fee.
SERTICA 06 06 - a)
Maintenance
SERTICA 1 06
Fleet Management
SERTICA a) 06
Procurement
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Apps, iOS/Android
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SERTICA Certificate
NOTE: License Fees are one-off fees. All fees are without VAT.
Possible travel costs, travel time, board and lodging are not included.
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Invoicing dates for Software License fees are as follows with payment terms as specified in section
“Payment Terms & Conditions”.
SERVICE CONTRACT
The service fees, payment terms and conditions are as defined in the Service Contract
(document: 2023\000\00076\4007.01.S.docx)
SPECIAL REMARKS
If this License Contract for some reason is not signed, the validity of all fees mentioned in this
document will expire 31 AUG 2023.
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All the fees below are to be considered as estimates. Licensor will do the tasks as fast and efficient
as possible. Should the estimated timeframe per task change will the Licensor notify the Licensee
as soon as possible and a new estimate will be forwarded accordingly.
Task $ Fee
User training, Office staff, six (6) sessions, total six (6) days* MYR 35,100
The content of user training can be agreed to and designed in cooperation with the Licensee.
Licensor recommends Super User training for all applications and modules. In this way the participants
will be able to educate other employees within the organization at the customer.
Included in the training can also be material (PowerPoint, training exercises, database etc.) that can be
re-used for later internal purposes. Max. number of participants per session: ten (10)
If on-site training is requested travel costs will be forwarded and is not included in the fee shown here.
Licensor estimates two (2) sessions per functional area, total six (6) days.
In this setup it will be two (2) functional areas; Maintenance (PMS), Procurement (POS) & Safety (HSQE)
The number of hours identified is an estimate based upon experience from similar projects.
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Licensor will provide further installation tasks, implementation, integration services and other
assistance upon the Licensee request on conditions as stipulated below.
The assistance will be carried out either at Licensor or Licensee's Site as mutually agreed from time to
time.
The total Implementation fees will be paid in four installments from the date of signing the contract.
Assistance upon the Licensee request, the Licensee will be invoiced at the following rates:
Fixed fee for additional requested training courses MYR 7,900 per day
Max. ten (10) persons per day/session
Direct cost of reasonable travelling, board and lodging will be forwarded. Subsistence and mileage
allowance will be invoiced according to the rules of the Danish Government.
Hourly fee travelling 50% of the Consultant / Developer / Project Manager fee per hour
Invoicing of project scope assistance, services and other project estimates will be done monthly
based upon the delivered number of hours and services (time & material).
Each invoice can be followed by a specification of delivered work.
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In general: To be able to plan everything upfront (like possible acquiring visa, travel arrangement
etc.) Licensor need at least three (3) weeks pre-warning before the actual on-site assistance is
required. In case of possible cancellation an administration fee (including already committed travel
costs like flight tickets, hotel costs) will be forwarded. In the case the possible cancellation is due to
reasons not dependent on Licensee, Licensor is responsible for the costs arisen.
Fees for consultant services will be regulated/adjusted every year 01 January according to the price
index provided by Statistics Denmark* (governmental organization under the Danish Ministry of
Economic & Business Affairs). The regulation is based upon the index number of November.
*https://www.dst.dk/en/Statistik/emner/priser-og-forbrug/forbrugerpriser/nettoprisindeks
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Enclosure 3, Adaptations
Customer specific changes, modifications, data construction, interfaces and/or new functions (if any)
are to be agreed, and will be specified, implemented and invoiced separately either on man-hour
basis or fixed price.
Hourly rates are stipulated in Enclosure 2
E 3.1 DATA IMPLEMENTATION, POPULATION OF MAINTENANCE & SPARE PART DATA (OPTIONAL SERVICE )
This service is managed and conducted by a subcontractor of the Licensor, but payments and project
elements are conducted via the Licensor, so the Licensee, as much as possible, have one single point
of contact.
Based upon experience from similar projects the following are the scope for 06 Vessels:
Create components using SFI coding structure.
Create jobs in Job text section and combine similar jobs in one job using job relations.
Create spare parts following company-coding structure.
Attach job procedure documents in document section of jobs.
Create Continuous Machinery Survey jobs in SERTICA in accordance with master class list.
Add counter and calendar triggers based on last work done data and make vessel go live.
Link spare parts to jobs for major machineries (Optional).
Hard or soft copy of maker’s manuals and drawings in hard or soft copies.
CSM list.
Machinery list.
Machinery certificates and system drawings.
Serial numbers of the equipment’s on board. Soft Copies can be uploaded on Cloud, FTP or any
other convenient SharePoint.
Hard Copies to be sent directly to the India office:
(Martech Systems, 513, Lodha Suprimus II, Road no.22, Wagle Industrial Estate, Thane-W,
400604.Maharashtra, India)
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DATA POPULATION USING MACHINERY MANUALS FOR 06 VESSELS – PROJECT SCOPE AND COST
*The price mentioned is a special discounted price and only applicable if a minimum of 06 vessels
agreed in the contract.
The invoice for data construction will be done per vessel and will be invoiced upon delivery of each
vessel database.
The Minimum timeline for the construction and delivery of each lead vessel is 40 days after receiving
the data sources in full.
WARRANTY TERMS
The items mentioned under Enclosure E3.1 needs to be reviewed and signed off by the Licensee
within 90 days from the date of delivery. If the delivery is not signed off within 90 days, the delivery
will be considered as signed off and changes requested after 90 days will be invoiced based on time
and material.
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Example of recommended dedicated server specifications for a typical installation with 20-30 users,
where the listed requirements are exclusively allocated for SERTICA:
Processor 64-bit dual-core processor, 2 GHz 64-bit quad-core processor, 2 GHz or faster
Processor 64-bit dual-core processor, 2 GHz 64-bit quad-core processor, 2 GHz or faster
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Operating System Microsoft Windows Server 2016 Microsoft Windows Server 2019
Data Management Microsoft SQL Server 2014 Microsoft SQL Server 2019 Standard
System Standard
Microsoft lifecycle policy always takes precedence of the listed software. Installation of Microsoft
SQL Server should be in accordance with Microsoft recommendations for physical and virtual
environments. For Microsoft SQL Server 2019 please review:
microsoft.com/hardware-and-softwarerequirements-for-installing-sql-server-2019
For other versions of Microsoft SQL Server similar recommendations should be applied.
Processor 64-bit dual-core processor, 2 GHz 64-bit quad-core processor, 2 GHz or faster
Operating System Microsoft Windows Server 2016 Microsoft Windows Server 2019
Data Management Microsoft SQL Server 2014 Microsoft SQL Server 2019 Express*
System Express*
*Included in the default SERTICA installation package is a Microsoft SQL Server 20xx Express which
will be aligned with the choice of SQL Server version at the office.
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Processor 32-bit (x86) or 64-bit (x64), 2 GHz 64-bit (x64) processor, 2 GHz or faster
Microsoft .net Version 3.5 (SP1) and 4.8 Version 3.5 (SP1) and 4.8
framework
Other Microsoft Office 2013 with English Microsoft Office 2019 with English
language pack language pack
TEST ENVIRONMENT
The Licensor highly recommends that the Licensee establish a test environment for test purposes,
data validation, test of modifications and add-ons etc. This can be implemented at the same server as
the production environment but in separated database and application instances.
In terms of being able to provide the most optimal service and support a remote access for the
SERTICA Office Server should be established. Licensor needs administrator user rights for the Office
Server which means read/write/edit and delete rights for the file system and database. Connection
type can be CITRIX, VPN, TeamViewer or other type of secure connection.
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Project Planning Will be held in person if possible. Meeting is used to plan TBA
Meeting the project and to agree on the different milestones.
Examples of milestones to be agreed:
Collection of data and data migration
Definition and specification of interfaces
IT Installation completion
Workshops & User training
Roll-out plan for the fleet
Go-live for first and last vessel
Status Meeting A recurring status meeting should be held. Interval could TBA
be every week or every month depending on the needs in
the project. Status meetings should be used to discuss
the status of the project and any important items that
need special attention and focus.
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User Training The normal approach is the Licensor educate the office TBA
staff and the trainers who will carry out the actual end-
user training for crew. First session is early in the project
stage.
Further training sessions will be scheduled as close to go
live as possible, as this will ensure that the users have the
system fresh in mind, when they need to start working in
the Licensed Software.
Go-Live** Go-live date must be agreed. Go-live is the date when the TBA
Licensee starts using the system as part of the production
environment. (First vessel operational)
End of Project End of project scope. All vessels live and fully operational. Expected date
DD MMM YYYY
*the Licensor will after successful installation check/test the delivered software works and operated
as planned. After this it is the responsibility of the Licensee to maintain the installation.
**At Go-Live the Licensed Software is to be considered fully delivered and the project scope
described in this Contract is completed/has come to an end.
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