Please read these Terms and Conditions carefully. All contracts for the provision of We4Sea services shall be governed by these Terms and Conditions.
TERMS AND CONDITIONS
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Charges" means the following amounts:
(a) the amounts specified in the Quotation;
(b) any changes to these amounts as agreed in writing by the parties
"Client" means the person or entity identified as such in the Quotation;
"Client Materials" means all works and materials or data supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;
"Consultant" means We4Sea B.V., a company incorporated in The Netherlands, having its registered office at Poortweg 4A, Delft, the Netherlands, a company established under the laws of The Netherlands;
"Consultancy Contract" means a particular contract made under these Terms and Conditions between the Consultant and the Client;
"Monitoring Agreement" means a particular agreement made under these Terms and Conditions between the Consultant and the Client;
"Deliverables" means those items specified in the Quotation that the Consultant has agreed to deliver to the Client under these Terms and Conditions;
"Effective Date" means the date of execution of the Consultancy Contract and/or the Monitoring Agreement incorporating these Terms and Conditions;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);
"Quotations" means the formal statement of promise by Consultant to supply the services required by a Client, at specified prices, and within a specified period.
"Services" means the consultancy services specified in the Quotation;
"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;
"Term" means the term of the Consultancy Contract and/or the Monitoring Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Terms and Conditions" means all the documentation containing the provisions of the Consultancy Contract and/or the Monitoring Agreement, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time; and
"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, which the parties agree in writing shall be incorporated into the Deliverables.
3.1 The Consultancy Contract and/or the Monitoring Agreement shall come into force upon the Effective Date.
3.2 The Consultancy Contract shall continue in force until:
(a) all the Services have been completed;
(b) all the Deliverables have been delivered; and
(c) all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to termination in accordance with Clause 11.
3.2 The Monitoring Agreement shall continue in force until:
(a) the Client has terminated the Monitoring Agreement in writing;
(b) We4Sea has confirmed the termination of Monitoring Agreement in writing; following terms mentioned in the Quotation,
(c) The month in which the Monitoring Agreement has been terminated has ended; and
(d) all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to termination in accordance with Clause 11.
3.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.
4.1 The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.
4.2 The Consultant shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant's industry.
5.1 The Consultant shall deliver the Deliverables to the Client.
5.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
5.3 The Consultant shall use all reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Quotation. Any deviations to the timetable shall be communicated to the Client.
5.4 For the Monitoring Agreement, the Client is free to upgrade Services offered in the Quotation at any time. Downgrading is limited to one per six (6) months, per vessel. Services and Charges will be adapted on the first day of the new month, following receipt of a written request from the Client to do so.
6.1 The Consultant hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable license to use the Deliverables in meetings or discussions with their clients.
7.1 The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.
7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.
8.1 The Consultant shall issue invoices for the Charges to the Client on or after the invoicing dates set out in the Quotation.
8.2 The Client must pay the Charges to the Consultant within the period mentioned on the invoice, or, if not specified, within 30 days following the issue of an invoice in accordance with this Clause 8.
8.3 If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may: charge the Client interest on the overdue amount at the rate according Directive 2011/7/EU and published on the European Commission website1 until the date of actual payment and be compounded at the end of each calendar month.
1 http://ec.europa.eu/growth/ smes/support/late-payment_en
9.1 The Consultant warrants to the Client that:
(a) Consultant has the legal right and authority to enter into the Consultancy Contract and/or the Monitoring Agreement and to perform its obligations under these Terms and Conditions;
(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and
(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
9.2 The Client warrants to the Consultant that he/she has the legal right and authority to enter into the Consultancy Contract and/or Monitoring Agreement and to perform its obligations under these Terms and Conditions.
9.3 All of the parties' warranties and representations in respect of the subject matter of the Consultancy Contract and/or the Monitoring Agreement are expressly set out in these Terms and Conditions. Subject to Clause 10.1, no other warranties or representations will be implied into the Consultancy Contract and/or the Monitoring Agreement and no other warranties or representations relating to the subject matter of the Consultancy Contract and/or the Monitoring Agreement will be implied into any other contract.
10. Limitations and exclusions of liability
10.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from gross negligence; or willful misconduct,
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 10.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
10.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
10.4 Neither party shall be liable to the other party in respect of any loss of revenue or income.
10.5 Neither party shall be liable to the other party in respect of any loss of use or production.
10.6 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
10.7 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
10.8 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
11.1 Client may terminate the Monitoring Agreement at any time by giving written notice thereof. After such written notice has been received, the Monitoring Agreement will end on the last day of that month.
11.2 Either party may terminate the Consultancy Contract and/or the Monitoring Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
11.3 Either party may terminate the Consultancy Contract/and or the Monitoring Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
12. Effects of termination
12.1 Upon the termination of the Consultancy Contract and/or the Monitoring Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6, 8.2, 8.3, 10, 12, 13.2 and 15.
12.2 The termination of the Contract shall not affect the accrued rights of either party.
13. Status of Consultant
13.1 The Consultant is not an employee of the Client, but an independent contractor.
13.2 The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.
14.1 The Consultant must not subcontract any of its obligations under the Contract without the prior written consent of the Client, providing that the Client must not unreasonably withhold or delay the giving of such consent.
14.2 The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.
15.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
15.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
15.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
15.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
15.6 Subject to Clause 10.1, a Statement of Work, together with these Terms and Conditions, shall constitute the entire agreement between the parties in relation to the subject matter of that Statement of Work, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
15.7 These Terms and Conditions shall be governed by and construed in accordance with Dutch Law.
15.8 The competent courts of The Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
What kinds of information do we collect?
Information you provide
We collect the following information you provide us with directly:
a. Your name;
b. Your phone number;
c. Your email;
c. Communications between you and We4Sea (e.g., we may send you Service-related emails);
Log file information
We collect information that your browser sends whenever you visit our Service. This log file information may include information such as your computer's Internet Protocol address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.
Analytics services (non-personally identifiable information only)
How do we use this information?
We use all of the information we have to help us provide and support our Services. Here is how:
a. remember information so you will not have to re-enter it during your visit or the next time you visit the Service;
b. provide, improve, test, and monitor the effectiveness of our Service;
c. monitor metrics such as total number of visitors, traffic, and demographic patterns;
d. diagnose or fix technology problems;
e. develop and test new products and features; and
How is this information shared?
We will not rent or sell your information to third parties outside We4Sea.
Change of control
Legal requests and preventing harm
We may access, preserve and share your information in response to a legal request (like a search warrant, court order or subpoena) if we have a good faith belief that the law requires us to do so. We may also access, preserve and share information when we have a good faith belief it is necessary to: detect, prevent and address fraud and other illegal activity; to protect ourselves, you and others, including as part of investigations; and to prevent death or imminent bodily harm. Information we receive about you may be accessed, processed and retained for an extended period of time when it is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of our terms or policies, or otherwise to prevent harm.
Safety and security
We4Sea has taken appropriate technical and organizational measures by using the latest technologies to protect your information against loss or unlawful processing. We use safeguards to help keep the information collected through the Service secure. However, We4Sea cannot ensure the security of any information you transmit to We4Sea or guarantee that information on the Service may not be
accessed, disclosed, altered, or destroyed. We request you to do your part to help us. You are responsible for controlling access to emails between you and We4Sea, at all times. We are not responsible for the functionality, privacy, or security measures of any other organization.
In accordance with the law, We4Sea does not retain data any longer than is required for attaining the purposes for which they were collected.
Inspection and correction
If you wish to know which of your data We4Sea has recorded or if you wish to amend or remove data that you cannot amend via your account, please contact We4Sea.
Third-party applications, websites and services
Our Service does not address anyone under the age of 13 ("Children"). We do not knowingly collect personally identifiable information from children under 13. If you are a parent or guardian and you are aware that your Children has provided us with personal information, please contact us. If we become aware that we have collected personal information from a child under age 13 without verification of parental consent, we take steps to remove that information from our servers.
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