Terms and Conditions

Article 1 - Definitions

In these general terms and conditions, the following definitions apply:

PID Dynamics

the general partnership (vennootschap onder firma) based in Groningen, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 42157901, trading under the name PID Dynamics.

Client

the company or organisation that gives PID Dynamics an assignment.

Assignment

the agreement between PID Dynamics and the client for one or more of the services PID Performance Scan, Optimisation and Stay Optimal.

PID Performance Scan

the free analysis of the control behaviour of the agreed control loops based on historian data, concluded with a discussion of the findings.

Optimisation

calculating new controller settings, supporting their implementation and the verification measurement, at a fixed price.

Stay Optimal

periodically reviewing and, where necessary, adjusting previously optimised control loops, for a fixed annual fee.

Periodic review

a separate review of the control loops within Stay Optimal.

Historian Data

process data (measured values, output values, setpoints) from the client's DCS, SCADA or historian system, supplied as an export, read via an agreed connection or, if an export is not possible, derived from screenshots of trend charts.

Controller Settings

the PID or PI parameters (proportional gain, integral time and derivative time) and related settings, such as limits and the dead band, calculated and supplied by PID Dynamics.

Metrics

the objective metrics on which PID Dynamics assesses control behaviour, such as deviation from setpoint, oscillation, control activity, overshoot, recovery time and margin to alarm and trip limits.

Implementation phase

the period during which the new controller settings are implemented under the supervision of PID Dynamics. The implementation phase ends as soon as the last agreed setting has been implemented and PID Dynamics has confirmed this to the client in writing.

Settling period

the period of at least two weeks after the end of the implementation phase during which the new controller settings run unchanged, prior to the verification measurement.

Verification measurement

the comparison of control behaviour before and after the implementation on the metrics, based on historian data from after the settling period.

Report

the document prepared by PID Dynamics containing the analysis, the calculated controller settings and the justification for them.

Contact person

the person designated by the client who is authorised to take decisions and give approval on behalf of the client.

In writing

communication by email, signed document or any other durable medium from which the content can be reproduced. An email to the other party's address stated in the quotation counts as written communication within the meaning of these terms.

Article 2 - Applicability

These terms apply to all quotations, assignments and agreements between PID Dynamics and the client, unless otherwise agreed in writing. Deviations are only valid if they have been expressly confirmed in writing by PID Dynamics.

PID Dynamics sends these terms with every quotation and every confirmation of a PID Performance Scan. The applicability of the client's general terms and conditions, including purchasing conditions, is expressly rejected.

In the event of a conflict between the quotation and these terms, the quotation prevails. If a provision of these terms is void or is annulled, the other provisions remain in force and the parties will agree on a replacement provision that comes as close as possible to the intention of the original provision.

This is a translation of the Dutch general terms and conditions (Algemene Voorwaarden) published on piddynamics.com. In the event of any difference in content or interpretation between this translation and the Dutch text, the Dutch text prevails.

Article 3 - Introduction, quotation and formation

Every programme starts with a no-obligation introduction. PID Dynamics then confirms in writing which control loops will be included in the PID Performance Scan and which historian data is needed for it. The assignment for the scan is formed as soon as the client accepts that confirmation, expressly or by supplying the requested data.

For the optimisation and Stay Optimal, PID Dynamics prepares a quotation. It states at least the control loops involved, the metrics, the work, the schedule and the fixed price or annual fee. A quotation is valid for 30 days unless stated otherwise.

An assignment for the optimisation or Stay Optimal is formed at the moment the client has accepted the quotation in writing. Verbal agreement is not sufficient for this. The contact person who accepts the quotation must be authorised to sign on behalf of the client. PID Dynamics may assume that the person who signs the quotation or accepts it by email is authorised to do so.

Article 4 - PID Performance Scan

The PID Performance Scan is free of charge and does not oblige the client to a follow-up assignment.

PID Dynamics analyses the supplied historian data of the agreed control loops and discusses the findings with the client. If the scan shows that optimisation is worthwhile, the client receives a quotation with a fixed price. If there is little to improve, PID Dynamics will say so.

Calculated controller settings are not part of the scan. The findings are intended solely for the client's own assessment; Article 11 applies to them.

If the supplied data proves insufficient for a reliable analysis, PID Dynamics may limit the scan to the control loops for which it is possible, or terminate the scan. Neither party incurs any costs as a result.

Article 5 - Optimisation

The optimisation proceeds as follows:

1. Based on the scan, PID Dynamics calculates the new controller settings and discusses the proposed changes with the client in advance, including the justification. If, after that discussion, the client does not want the proposed settings to be implemented, this counts as a cancellation under Article 9.
2. Once the client approves, the new settings are implemented step by step during normal operation. An operator, engineer or other authorised person of the client, or a party acting on behalf of the client, enters the changes in the control system themselves; PID Dynamics provides instruction and support, on site or remotely.
3. During the implementation phase the client can have any change reverted immediately to the original settings. What reverting means for the result guarantee is set out in Article 6.
4. The implementation phase is followed by a settling period of at least two weeks, after which PID Dynamics carries out the verification measurement (Article 6).
5. The invoice follows the verification measurement (Article 7). The report is provided after payment in full.

Article 6 - Verification measurement and result guarantee

The verification measurement takes place after the settling period, usually two to four weeks after the end of the implementation phase and no later than eight weeks after it, unless the parties agree otherwise in writing. During the settling period and the verification measurement, the new controller settings run without interruption and no changes are made to the control loops concerned by the client or third parties, other than the settings recommended by PID Dynamics. If interrupted by a fault or planned maintenance, the period is extended by the duration of the interruption.

The verification measurement compares, for each control loop, the control behaviour before and after the implementation on the metrics stated in the quotation, over periods with comparable operation and taking into account relevant process conditions such as load. PID Dynamics records the outcome in writing, with the measurement method, the process data used and the comparison per metric, and discusses it with the client.

A control loop counts as clearly improved if at least one metric stated as a target for that control loop in the quotation has improved by more than the natural variation of the process, while none of the other stated metrics has deteriorated by more than that variation. PID Dynamics determines the natural variation from the historian data from before the implementation: the metric is calculated over several comparable periods, for example per day or per week, and the variation is twice the standard deviation between those periods. A difference that falls within it can be attributed to noise or chance and does not count as an improvement or deterioration. If there is too little data from before the implementation to determine the variation reliably, the parties will set the threshold in advance in the quotation.

If, according to the verification measurement, a control loop has not clearly improved, the client owes nothing for that control loop. If the assignment covers several control loops, the part of the fixed price allocated to that control loop in the quotation lapses, or otherwise a proportional part. If no control loop at all has clearly improved, the client does not owe the fixed price of the optimisation.

If a setting has to be reverted during the implementation phase or the settling period because safety or operations demonstrably require it, PID Dynamics will propose an adjusted setting in consultation. If the client does not wish to continue with it, or if a working setting cannot be reached within a reasonable period, that control loop counts as not clearly improved.

The result guarantee lapses and the fixed price is due in full if the client or a third party makes changes to the control loops concerned during the settling period or the verification measurement, if the new settings are reverted without safety or operations demonstrably requiring it, or if the client prevents, refuses or unreasonably delays the verification measurement, for example by not supplying the required data.

The client may object to the verification measurement in writing within 14 days of receiving the outcome. In the absence of a timely objection, the outcome is deemed to have been accepted. In the event of a persistent difference of opinion, the parties will jointly appoint an independent expert whose judgement is binding. The costs of the expert are borne by the party found to be in the wrong.

Article 7 - Prices, invoicing and payment

• The PID Performance Scan is free of charge.
• The fixed price from the quotation applies to the optimisation. It covers the work as described in the quotation, including travel and accommodation costs unless the quotation states otherwise. PID Dynamics invoices the fixed price, less any part that has lapsed under Article 6, after the verification measurement, or earlier in the cases where the result guarantee lapses under Article 6.
• The annual fee from the quotation applies to Stay Optimal, including travel and accommodation costs unless the quotation states otherwise. PID Dynamics invoices the annual fee after the periodic review of the period concerned has been carried out. If several periodic reviews per year have been agreed, the proportional part of the annual fee is invoiced per review.

All prices are exclusive of VAT. PID Dynamics may index the annual fee of Stay Optimal at each renewal in line with the consumer price index (CPI) of Statistics Netherlands (CBS), provided the client has been informed of this in writing no later than two months before the renewal.

The payment term is 30 days from the invoice date. The client may not set off an invoice against a claim on PID Dynamics. In the event of late payment, the client is in default by operation of law without any further reminder being required. From the due date, the statutory commercial interest is due in accordance with Article 6:119a of the Dutch Civil Code (BW). In addition, the client owes extrajudicial collection costs in accordance with the Dutch Extrajudicial Collection Costs (Standards) Act (Wet normering buitengerechtelijke incassokosten).

Until payment in full, the client has a provisional right to use the implemented controller settings, solely on the plant as described in the quotation. That provisional right of use lapses as soon as the client is in default, until the full outstanding claim including interest and costs has been paid. In the event of default, PID Dynamics may suspend the performance of ongoing work, including Stay Optimal.

Article 8 - Stay Optimal

Stay Optimal is intended for control loops previously optimised by PID Dynamics, unless agreed otherwise in the quotation. The frequency of the periodic reviews, the form (on site or remotely) and what is included in the annual fee are stated in the quotation. PID Dynamics only carries out work outside that scope after written approval of a separate price.

Stay Optimal has a term of one year from the start date in the quotation. It is then tacitly renewed for one year at a time, unless either party gives written notice no later than one month before the end of the current period. Interim termination is not possible. If the client nevertheless terminates during the term or prevents an agreed periodic review, the annual fee for the current period remains due.

In a remote periodic review, PID Dynamics only reads trend data via the agreed connection, such as an OPC connection to the DCS or historian, and writes nothing back to the client's systems. The client decides on and manages the access and may revoke it at any time. PID Dynamics complies with the client's security requirements that have been shared in writing in advance.

Adjustment proposals are discussed with the client and substantiated in advance, and are implemented in the same way as in the optimisation. Articles 11 and 18 apply to adjusted controller settings in the same way as to the settings from the optimisation.

Article 9 - Cancellation and termination

The PID Performance Scan may be terminated by either party at any time free of charge. For the optimisation, the following applies in the event of written cancellation by the client, including not wanting the discussed settings to be implemented (Article 5):

• Cancellation before the start of the calculation of the controller settings: no costs.
• Cancellation after the start of the calculation but before the implementation: the client owes a fee in proportion to the work performed, up to a maximum of 50% of the fixed price.
• Cancellation after the start of the implementation: the fixed price is due in full and the result guarantee lapses. Reverting because safety or operations require it (Article 6) does not count as cancellation.

PID Dynamics may discontinue an assignment if the client does not fulfil its obligations, including not making the required data or access available. In that case the cancellation arrangement applies accordingly.

If, under Article 6, no price or a lower price is due for a control loop, and the client nevertheless uses the controller settings calculated by PID Dynamics, or settings that essentially amount to them, for that control loop within 12 months of the implementation date, the lapsed part of the fixed price becomes due after all.

Article 10 - Change of scope

The assignment relates to the control loops as described in the quotation. If the client wishes to have additional control loops or plants optimised or reviewed, a separate quotation will be prepared for this.

Verbal agreements on extending the scope are not binding. Changes of scope are always recorded in writing by means of a new or supplementary quotation.

Article 11 - Use of controller settings and report

Controller settings are plant-specific. They are calculated based on the process characteristics of the plant as described in the quotation: the dynamics, the time constant, the process gain and the operating conditions of that plant. Applying the same settings to another plant without a new analysis can cause process instability or damage to the plant and falls outside the responsibility of PID Dynamics.

Application to a plant, production line or site other than the one described in the quotation counts as a new assignment for which a separate fee is due. In the event of application without a new quotation, the client owes a penalty per plant of at least 50% of the price that PID Dynamics would charge for an optimisation of that plant, without prejudice to PID Dynamics' right to full compensation.

The client may not share the report, the findings of the scan, the methodology or the analysis results with third parties, including other companies, consultants or sister companies, without the prior written consent of PID Dynamics. This also includes granting access to parties that offer services similar to those of PID Dynamics. It is permitted to share the controller settings and their justification with a party that implements the settings on behalf of the client or maintains the control system, such as the supplier or integrator of the DCS, insofar as this is necessary for that work and that party is bound to confidentiality.

In the event of a breach of the previous paragraph, the client owes an immediately payable penalty of at least € 5,000 per breach. This minimum is without prejudice to PID Dynamics' right to full compensation for the damage actually suffered. The penalty does not apply to the findings of the free PID Performance Scan; for those, only the right to compensation for the damage actually suffered remains.

Article 12 - Obligations of the client

The client is responsible for:

• Making reliable and representative historian data available in good time.
• Granting access to the plant for implementation and verification, and in the case of a remote periodic review, arranging the agreed connection.
• Designating a contact person who is authorised to take decisions and can be reached throughout the programme.
• Informing its own operators and engineers of the planned changes to the controller settings.
• Informing PID Dynamics of the safety rules that apply on site.
• Notifying PID Dynamics of process changes that may affect the verification measurement, such as maintenance, production stops or a different raw material or recipe.

PID Dynamics is not liable for delays or incorrect results due to incomplete, incorrect or non-representative data.

Article 13 - Confidentiality and retention of data

PID Dynamics treats all data and business information of the client as strictly confidential. This information is not shared with third parties without the express written consent of the client.

PID Dynamics may use anonymised results for its own reference purposes, without the client, the site or the plant being traceable from them, unless the client objects to this in writing.

PID Dynamics retains the historian data for as long as necessary for the assignment, as a basis for comparison for Stay Optimal and for handling questions or claims, and no longer than 12 months after completion of the assignment or after the end of Stay Optimal. At the client's written request, PID Dynamics deletes the historian data sooner, within 30 days of the request, with the exception of data that PID Dynamics is required by law to retain.

Article 14 - Personal data

In the context of the assignment, PID Dynamics only processes process data from technical plants. Should the historian data unexpectedly contain personal data, PID Dynamics processes it solely for the performance of the assignment and in accordance with the General Data Protection Regulation (GDPR). PID Dynamics does not retain personal data longer than necessary for the performance of the assignment.

Article 15 - Software and tools

In performing the assignment, PID Dynamics may use its own and external software and tools, including artificial intelligence applications. PID Dynamics checks their outcomes itself before presenting them to the client. The use of such tools for the performance of the assignment does not count as sharing information with third parties within the meaning of Article 13.

Article 16 - Liability

PID Dynamics supplies controller settings based on the data provided. The settings are implemented by an operator, engineer or other authorised person of the client, or by a party acting on behalf of the client, under the supervision of PID Dynamics. Responsibility for actually making changes in the control system lies with the client.

PID Dynamics is not liable for:

• Process disturbances, loss of production or damage arising after the implementation of the recommended settings, unless there is intent or deliberate recklessness on the part of PID Dynamics.
• Changes in control behaviour after the verification measurement as a result of changed process conditions, wear or adjustments by the client or third parties.
• Damage caused by incorrect or incomplete data supplied by the client.
• Damage caused by a cyber incident, if PID Dynamics has taken the usual measures to prevent it.

The liability of PID Dynamics is in all cases limited to the amount charged for the assignment concerned, and in the case of Stay Optimal to the annual fee for the current period, unless there is intent or deliberate recklessness on the part of PID Dynamics. PID Dynamics is not liable for indirect or consequential damage, including lost profit, loss of production, loss of revenue or damage due to business interruption.

Claims against PID Dynamics lapse 12 months after completion of the assignment concerned, or in the case of Stay Optimal 12 months after the periodic review concerned.

Article 17 - Deadlines and force majeure

Deadlines stated by PID Dynamics, such as the lead time of the scan or of the calculation, are estimates and not strict deadlines. If a deadline is at risk of being exceeded, PID Dynamics will notify the client as soon as possible.

PID Dynamics is not liable for delays or failure to fulfil obligations as a result of circumstances beyond its reasonable control. These include, among other things: illness of staff, failure of systems or software, disruptions at third parties, or the plant not being available due to the client.

In the event of force majeure, PID Dynamics will inform the client as soon as possible. The parties will consult on a reasonable solution, such as postponing the assignment.

Article 18 - Intellectual property

The methodologies, tools and software that PID Dynamics uses in performing the assignment remain the property of PID Dynamics at all times. The client does not obtain a licence to or access to these tools.

After payment in full, the client obtains a non-exclusive, non-transferable right to use the report and the controller settings contained in it, solely for use on the plant as described in the quotation. This right of use replaces the provisional right of use under Article 7. The intellectual property in the report, the findings of the scan, the methodology and the analysis results remains with PID Dynamics at all times.

Article 19 - Disputes and governing law

In the event of a dispute, the parties will first consult each other to resolve it together. Only if that does not succeed will a dispute be submitted to the competent court of the District Court of Northern Netherlands (rechtbank Noord-Nederland). This is without prejudice to the procedure for objecting to the verification measurement in Article 6.

All agreements between PID Dynamics and the client are governed by Dutch law.

Article 20 - Changes

PID Dynamics may amend these general terms and conditions. The most recent version can be found on piddynamics.com. For ongoing assignments, the terms as agreed when the agreement was concluded apply. For Stay Optimal, amended terms apply from the next renewal, provided PID Dynamics has given written notice of the change no later than two months beforehand.