1. Scope of Application
These General Terms and Conditions govern the business relationship between Precise Intelligence and its clients (the “Client”) in relation to the provision of [please name the product] (the “Online Services”) and shall be incorporated into any contract concluded by Precise Intelligence for the provision of the Online Services (the “Contract”).
2. Online Services and Additional Services
The Online Services consist of maritime data that Precise Intelligence is willing to provide to Client in electronic form. Upon request from Client, Precise Intelligence might provide Client with further additional services which shall also be subject to the GTC (the “Additional Services”).
Precise Intelligence grants to the Client and their employees (“Authorized Users”) a non-exclusive, non-transferable, limited right to access and use the Online Services for its internal business only (the “Licence”). To a reasonable extent, Client may create reports, presentations or any other internal discussion document using the information from the Online Services (the “Internal Documents”) but shall always acknowledge the source of such information. All other uses are strictly prohibited. Nothing in this clause shall operate so as to vest in the Client any proprietary rights in relation to the data provided by the Online Services.
4. Intellectual Property
Precise Intelligence retains all right, title and interest in the Online Service. The Client shall not use the Online Services in any fashion that infringes the intellectual property rights or proprietary interests of Precise Intelligence or of any third party.
The Client shall not solicit, divert, hire, retain (including as consultant) or encourage any employee and/or consultant of Precise Intelligence’s at all time while the Contract is in force and for one (1) year after the Contract termination.
6. Limited Warranty
Precise Intelligence endeavours to provide the most complete and accurate information but cannot accept any liability arising out of the use of the Online Services.
7. Limitation of Liability
Precise Intelligence shall not be liable for any indirect, incidental, special, punitive or consequential damages, or any loss of revenue or profits. Precise Intelligence’s liability, if any, shall in all cases be limited to Precise Intelligence’s annual fee for the provision of the Online Services. Precise Intelligence does not accept for any commercial decision based on information derived from the Online Services, including but without limitation any loss of profit and loss of revenue.
8. Force Majeure
Precise Intelligence shall not be liable if the provision of the Online Services is interrupted, restricted or becomes impossible as a result of force majeure. Force majeure includes but is not limited to natural events, hostilities, terrorism, strikes, unforeseen public authorities restrictions, power failure and virus attack.
The Client shall defend, indemnify and hold harmless Precise Intelligence, including its agent and servants, from and against all loss, damage, expense, action attorney’s fees, liabilities, penalties, fines or duties arising out of or in connection with the provision of the Online Services.
10. Payment of Invoices
The Client shall pay all invoices within thirty (30) days upon receipt. In the event that payment is overdue, Precise Intelligence shall be entitled to charge interest at 5% p.a.
Each Party agrees and acknowledges that all notices shall be deemed validly given if sent either by email, fax or registered letter to the address indicated in the Contract.
12. GTC’s Amendment
Precise Intelligence reserves its right to amend the GTC at any time. Precise Intelligence shall notify the Client of any amendments within ten (10) days. Unless the Client objects in writing to the amendments within ten (days) of receipt, such amendments shall be deemed approved by the Client.
13. Applicable Law and Arbitration Clause
The Contract shall be governed by and constructed in accordance with English law and all disputes arising under or in connection with it shall be referred to arbitration in London. Arbitration shall be conducted by a sole arbitrator in accordance with the London Maritime Arbitrators Association’s rules applicable at the date of the commencement of the arbitration proceedings. Claims of less than US$ 50,000 shall be resolved in accordance with the Small Claims Procedure of the London Maritime Arbitrators Association. The sole arbitrator shall be appointed by the President of the LMAA upon request of either Party. The arbitral proceeding shall be conducted in English.
Duly read and approved by :____________________ on______________________