Special Conditions

 

AssetMinder Trial Programme

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Special Conditions – AssetMinder Trial Programme

Trial Scope

During the Subscription Term, AssetMinder will provide a sixmonth trial of the AssetMinder Platform and related hardware (the Trial), commencing on the Trial Start Date.
The Trial includes: (a) monitoring of up to five ( 5 ) critical rotating machines; (b) provision of up to five ( 5 ) trial kits consisting of sensors, gateways, and associated equipment (the Trial Kits); ( c) access to relevant AssetMinder Modules solely for the Trial.

All equipment supplied for the Trial is loaned to the Customer and remains the property of AssetMinder.

The Trial is intended to demonstrate the AssetMinder Platform’s capability to identify trending degradation and patterns indicative of increased failure risk, inefficiency, and/or degraded performance, including by generating alerts (including critical alerts), insights, and performance summaries.

AssetMinder will provide periodic insights, alerts, and performance summaries during the Trial.

AssetMinder will attend the Customer’s site to support the install and commission the Trial Kit(s) on the initial machine(s) and, unless otherwise agreed in writing, the Customer is responsible to remove the Trial Kit(s) at Trial end where the Trial does not continue into the Paid Period. The Customer shall provide all permits, inductions, method statement requirements, and safe access required for AssetMinder to carry out installation and (if applicable) removal.

Unless otherwise agreed in writing, the Customer may only have one ( 1 ) Trial Kit installed and in use at any one time. The Trial may include monitoring of up to five ( 5 ) critical rotating machines during the Trial Period by redeploying the Trial Kit(s) sequentially (as agreed between the parties).

System Limitations

The Customer acknowledges that (a) AssetMinder indicates degradation and risk but cannot guarantee that breakdowns will not occur; (b) the Customer is responsible for determining what actions to take (and when) in response to alerts, insights, recommendations, and/or reports.
The AssetMinder Platform is not a safety system and does not replace the Customer’s legal and operational obligations relating to safe operation, maintenance, and compliance.

Fees

No Charges apply during the Trial Period for Trial-related access, services, or Trial Kits. The Customer agrees that the Subscription Term runs from the Trial Start Date, with the Trial Period forming the first six ( 6 ) months of the Subscription Term and the Paid Period forming months seven ( 7 ) to eighteen (18) of the Subscription Term.

The Customer is responsible for (a) providing internet access, power, and site access; (b) internal resources required to support installation and recommended actions ; ( c) any costs arising from equipment loss or damage under clause ‎4.3 .

Charges for the Paid Period will be at AssetMinder’s standard subscription prices as set out in the applicable SoW and/or order form. Unless otherwise stated in the SoW and/or order form, invoicing for the Paid Period will commence at the start of month seven ( 7 ) of the Subscription Term.

Any purchase order issued by the Customer in respect of the Subscription Term is an authorisation and commitment to pay the Charges for the Paid Period and any other agreed Charges set out in the SoW and/or order form (if applicable). For the avoidance of doubt, the purchase order does not cause any Charges to become payable in respect of the Trial Period.

End of the Trial

The Subscription Term will continue after the Trial Period where AssetMinder reasonably determines that Value Demonstration has occurred.

AssetMinder may issue a Value Demonstration Notice at any time during the Trial Period once it determines that Value Demonstration has occurred. The Value Demonstration Notice shall include (or be accompanied by) the Value Summary.

Within ten (10) working days of receipt of a Value Demonstration Notice, the Customer shall either: (a) confirm its decision and issue a purchase order (or sign the order form) to AssetMinder; or (b) provide AssetMinder with a reasonable explanation (with supporting evidence) as to why it considers clause ‎4.1 not to be satisfied.

If the Customer does not respond within the ten (10) working day period in clause ‎4.3, the Customer shall be deemed to have accepted AssetMinder’s determination under clause ‎4.1 and shall, on request, promptly issue the purchase order (or sign the order form).

Promptly following a Value Demonstration Notice, the parties will hold a review meeting (in person or remotely) to discuss the Value Summary, the Customer’s intended actions, and (where relevant) the subscription scope for the remainder of the Subscription Term. Where, prior to the start of the Paid Period, the Customer disputes the Value Demonstration then following the review meeting the Customer may terminate the Subscription Term immediately on notice to AssetMinder.
If the Customer terminates the Trial prior to the start of the Paid Period, the Customer shall: (a) cease using the AssetMinder Platform and Trial Kits; (b) make all Trial Kits available for collection within ten (10) working days of Trial end; and ( c) ensure the Trial Kits are accessible, packaged ready for collection, and in good working order, fair wear and tear excepted.
AssetMinder may terminate the Trial immediately if the Customer (a) misuses the system; (b) tampers with, relocates without consent, or damages Trial Kits; ( c) breaches any Acceptable Use, IP, or security obligations under the Agreement; or (d) fails to provide the access and cooperation required under clause ‎3.2 and ‎5.1 such that the Trial cannot reasonably be performed.
Risk in the Trial Kits remains with the Customer until from delivery and/or installation (as applicable) until collection by AssetMinder or its nominated carrier.

If the Customer fails to make Trial Kits available for collection in accordance with clause ‎4.6, AssetMinder may recover its reasonable costs of additional visits, couriers, and/or retrieval from the Customer. If Trial Kits are not returned (or made available for collection) within thirty (30) days of the Trial end, AssetMinder may invoice the reasonable cost of repair or replacement.

During the Trial, the Customer may use the insights, alerts, reports, and analytics provided by AssetMinder for the Customer’s internal evaluation and maintenance decision-making purposes. If the Trial ends, the Customer may retain copies of reports already provided solely for internal record purposes, but shall have no right to continued access to the AssetMinder Platform.

Access and Customer Cooperation

The Customer shall provide all required access, information, and cooperation to enable installation, monitoring, maintenance, and removal.

Customer-caused delay may extend the Trial Period or result in AssetMinder recovering reasonable associated costs.

The Customer is responsible for any loss of, or damage to, Trial Kits that is not fair wear and tear.

AssetMinder may invoice the reasonable cost of repair or replacement at its stated retail price.

The Customer acknowledges that the Trial’s outcomes depend on factors outside AssetMinder’s control, including the Customer’s cellular network connectivity, machine and operating conditions, and the Customer’s timely actions in response to alerts and recommendations.

Data and Insights

AssetMinder may collect and analyse machine data during the Trial to provide insights and support performance evaluation.
AssetMinder may use anonymised and aggregated data for benchmarking and product improvement.

All processing of Customer data will comply with clause 8.2 (Data Protection) of the AssetMinder Terms & Conditions

Intellectual Property

Nothing in these Special Conditions transfers rights in the AssetMinder Platform, AssetMinder IPRs, Modules, or Deliverables.
Insights, reports, and analytics generated during the Trial constitute AssetMinder IPRs.

Priority of Terms

These Special Conditions apply solely to the Trial and take precedence over the Agreement in the event of any conflict relating to the Trial.

All other terms of the Agreement, including the AssetMinder Terms & Conditions available at https://assetminder.io/assetminder-terms-conditions/ any MSA, and SoW(s), remain in full force and effect.

In these Special Conditions, unless the context requires otherwise:

(a) Agreement means the AssetMinder terms and conditions, any MSA, and any SoW(s) or order form(s) entered into between the parties.

(b) Trial Start Date means the date on which the Trial Kit is first installed and commissioned on the first Customer machine (or such other date agreed in writing).

( c) Trial Period means the period of six ( 6 ) months commencing on the Trial Start Date, unless extended in accordance with clause ‎5.2.

(d) Subscription Term means the period of eighteen (18) months commencing on the Trial Start Date.

(e) Trial Period means months 1 to 6 of the Subscription Term.

(f) Paid Period means months 7 to 18 of the Subscription Term.

(g) Value Demonstration means evidence of trending degradation, alerts (including critical alerts), patterns, and/or conditions indicating increased risk of failure, inefficiency, or degraded performance identified by the AssetMinder Platform during the Trial Period, together with a written summary provided by AssetMinder (the Value Summary).

(h) Value Demonstration Notice means a notice issued by AssetMinder under clause ‎4.2 stating that Value Demonstration has occurred and that conversion is required.