Terms & Conditions

  • The Intellectual Property disclosure will inform users that the contents, logo and other visual media you created is your property and is protected by copyright laws.
  • A Termination clause will inform that users’ accounts on your website and mobile app or users’ access to your website and mobile (if users can’t have an account with you) can be terminated in case of abuses or at your sole discretion.
  • A Governing Law will inform users which laws govern the agreement. This should the country in which your company is headquartered or the country from which you operate your web site and mobile app.
  • A Links To Other Web Sites clause will inform users that you are not responsible for any third party web sites that you link to. This kind of clause will generally inform users that they are responsible for reading and agreeing (or disagreeing) with the Terms and Conditions or Privacy Policies of these third parties.
  • If your website or mobile apps allows users to create content and make that content public to other users, a Content section will inform users that they own the rights to the content they have created.
    The “Content” clause usually mentions that users must give you (the website or mobile app developer) a license so that you can share this content on your website/mobile app and to make it available to other users.
    Because the content created by users is public to other users, a DMCA notice clause (or Copyright Infringement ) section is helpful to inform users and copyright authors that, if any content is found to be a copyright infringement, you will respond to any DMCA take down notices received and you will take down the content.
  • A Limit What Users Can Do clause can inform users that by agreeing to use your service, they’re also agreeing to not do certain things. This can be part of a very long and thorough list in your Terms and Conditions agreements so as to encompass the most amount of negative uses.
Source: https://termsfeed.com/blog/sample-terms-and-conditions-template

Section 1: General Terms applicable to all Sections Article 1. Definitions The following terms, when used with a capital letter in the Agreement, shall have the following meaning: « Agreement» : means the present general terms and conditions applicable to the Sales Order, including the sections set out hereafter. The Sections are: Section 1. General Terms Section 2. Subscription Terms Section 3. Hardware Rental Terms Section 4. Hardware Purchase Terms Section 5. Demonstration Terms « Account » : means the user identification codes giving the Client, the Authorized Users or Sailors, when combined with a password, access the Platform and the Services; « Authorized Users » : means all employees, consultants and other individuals, authorized by the Client, and therefore entitled to benefit from the Services provided by the Provider; « Customization, Training or Additional Services » : means any service additionally furnished by the Provider and as specified in a separate written agreement concluded between the Parties, agreement (“Support Agreement”). The fees for these services are not included in the Price; « Defaulting Party » shall have the meaning given to it in article 5.4. of Section 2; « Documentation » : means all documents, including user manuals made available in paper and online, specifically the Sailsense knowledge base, describing in a full, clear and precise manner the functional, operational and and/or performance capabilities of the Hardware and the Services, including all subsequent versions and revisions thereof; « Equipment » : shall have the meaning given to it in article 3.7., Section 2; « Hardware » : means the Hub and the Pod(s) as both defined in article 2.1, Section 1, including all associated devices and accessories delivered with it and all embedded components (except for the Software) ; « Hub » : shall have the meaning given to it in article 2.2., Section 1; « Intellectual Property Rights » : means all the intellectual property rights, among others the trademarks, copyrights, protection for computer programs (including source codes), patents, designs and models, sui generis rights to databases, and similar rights, and any filings thereon; « License » : means the non-exclusive and non-transferable or assignable right to make use of the Services in accordance with this Agreement, except as provided under the terms of the Agreement; « Maintenance Services » : shall have the meaning given to it in article 4, Section 2; « Mobile Application » : means the application used in particular by Sailors to access the Platform; « Open-Source Software » : shall mean any Software, library, utility, tool, or other computer or program code that is licensed or distributed as “open-source software”, “free software” or “freeware” and as further set out in article 7, Section 2; « Password » : means the user access codes chosen by the Client or its Authorised Users allowing it to access the Platform and its Services; « Platform » : means the aggregate of access points to the Services, part of the Software. The access points consist out of a Web Application and a Mobile Application; « Pod » : shall have the meaning given to it in article 2.2., Section 1; « Price » : means the fixed fees payable in return for the transfer of Hardware, Third-Party Products and/or Services as ordered by the Client in the Sales Order; « SaaS Services » : means the limited in time right granted through the License, and transferred as ordered by the Client in the Sales Order, specifically to make use of the Services developed and owned by the Provider, accessible through the internet, and providing the Client with several methods to access the information collected and processed by the Hardware and Software; « Sailors » : means the customers of the Clients or the Client itself, receiving access to the data available on the Platform through the smartphone application, using its Account and Password ; « Sales Order » : the document to which the Agreement is attached, that contains the order for Services, Hardware and/or Third-Party Products, and therefore deciding the terms applicable to the order; « Services » : shall have the meaning given to it in article 2 of Section 2; « Software » : means the version of the object code of any software to which the Client has a use right under the License as part of the Services, including all updates or new versions thereof. The Software contains among others the program for the functioning of the Hardware, the Platform and all access point to the Platform; « Subscription » : has the meaning given to it in article 2.1., Section 2; « Support Services » : means the support services described in article 4, Section 2; « Third-Party Products » means the products, software or services that are not manufactured or realized by the Provider, including, but not limited to, some of the hardware components, whether integrated or not; « Web Application » : means the application available via a web browser, giving the Client access to the Platform and the data compiled thereon by the Hardware and Software, including an overview of the Client’s fleet; Article 2. Description of Services and Hardware 2.1. The Hardware has the Software preinstalled on it. In order to benefit from the Services the Software needs to be activated. Activation happens remotely by the Provider provided that the Client conforms to its payment obligations set out in article 3 of this Section 1. The Software is necessary for the Hardware to perform the functions set out in the Documentation. 2.2. The Provider’s solution is a modular system, consisting out of a central hub (hereinafter the «Hub») that, among others, runs the communication with its servers, in combination with dedicated pods (hereinafter the «Pods») that are the link between the parts in the vessel’s systems and the Hub. The Hardware collects and transmits the vessel’s data. For an updated list of the compatible parts and/or companies, the Client is advised to check the Documentation. The Hub runs its communication with the Pods wirelessly, allowing for easy and up-to-date vessel monitoring and control. 2.3. The Hardware is operated and monitored through the Software, specifically giving the Client access through the Platform, which is accessed through either a Mobile or Web Application. The Platform allows among others for the management of the fleet through a dashboard and the monitoring of the specific boat components. The Software gathers data, which is subsequently transmitted to the Provider’s servers where it might be further processed in order to provide the Client and its Authorized Users with relevant data. The data transmitted can exclusively be accessed by the Client or its Authorised Users through the Platform. The specifications relating to the data types transmitted are set out in the Documentation. 2.4. The Services include a data plan allowing 2G/3G/4G active geographical coverage. The data plan permits near real-time transmissions of data required for the Services. The data plan might have a limited territorial scope as chosen by the Client in the Sales Order. Outside the territorial scope, the data collected and monitored will be stored in the Hub and synchronised with the Provider’s servers as soon as the data plan is reactivated in the covered regions. Specifications regarding the data plan can be found in the Documentation. Article 3. Price and payment 3.1. The Price is paid in exchange for the Client’s subscription to the Services, the rental of the Hardware, the Sale of the Hardware and/or the sale of Third-Party Products, as chosen by the Client in the Sales Order, and as respectively set out in the Sections 2, 3 and 4 to the Agreement. 3.2. The Price consists out of either fixed sum or of a recurring nature, depending on the specific Sales Order composed by the Client. 3.3. A valid Sales Order is only constituted after (i) receipt by the Provider of the order placed by the Client or its valid representative, and (ii) acceptance of the order by the Provider. Confirmation of the acceptance shall be sent to the Client in the email containing the invoice. The Client will notify the Provider within 5 days of receiving the invoice with the detailed order if it believes any part of its order is incomplete. Providing that the Provider is informed within that time limit, it will correct the issue free of any additional charge on the part of the Client. 3.4. All fees shall be deemed to be in EURO, except as specifically stated otherwise in writing by the Provider. All fees in the Sales Order are - to the extent permitted by law - exclusive of taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”). The Client shall be responsible for payment of all Taxes applicable to the Sales Order and, if applicable, deliveries. 3.5. Shipping and handling charges are not included in the Price and will be indicated separately on the Sales Order. Title to the Hardware passes from the Provider to the Client upon full payment of the Price. Risk of loss or damage in the Hardware shall pass to the Client at the moment of delivery to it or to a third party address indicated by it. Shipping and delivery dates communicated by the Provider are always considered estimates for the purpose of the Agreement. 3.6. The Provider has the right to modify the recurring Prices unilaterally on the anniversary of the Agreement. When applicable, new prices will be communicated to the Client in a timely manner before each birthday of the Agreement. For the non-recurring Prices, the Client is free to consult the Provider’s Website in order to remain informed relating to the latest Prices. 3.7. Client’s payment of invoices under this Agreement must be made by bank transfer within fifteen (15) calendar days as from the invoice date. All items contained on the Sales Order will generally be invoiced at the same time. 3.8. In case of late payment, the Client shall automatically and without any notice be in default. A contractual interest at the rate of 1% per month shall become due. In addition to this contractual interest, the Client shall automatically and without any notice be liable to pay a fixed and irreducible indemnity of 10% calculated on the outstanding amount, with a minimum of one hundred euros (EUR 100), without prejudice to the delay interest or any other potential charges or legal fees. In case of non-payment on the due date of a single invoice, the balance of all other invoices shall be, even those not yet due, immediately due and payable by law. Complaints are not of such nature that they suspend the Client’s payment obligations. 3.9. In addition, the Provider, without waiving any other right or remedy and without incurring liability to the Client, may suspend or terminate all or part of the Services until all outstanding amounts are paid in full. 3.10. All orders are subject to availability and the Provider reserves the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue offering certain Hardware without prior notice. The Provider may revise or discontinue Hardware at any time, including after Client places an order, but only prior to the shipment of the Hardware. As a result, the Hardware items received by the Client might differ from those ordered. However, these items will materially meet or exceed the technical and/or functional specifications of the Hardware as set out in the Documentation. The Client will not be charged for any revisions or changes of the orders in the event of the previous. Article 4. Ownership and Intellectual Property Rights 4.1. The Provider is and remains the exclusive owner of any property, including the Hardware and Software and all related Intellectual Property Rights, including to any element of the Services, and all changes and ameliorations implemented or developed under the Agreement, including the applicable Maintenance Services. In case of purchase of the Hardware by the Client, the latter acknowledges and accepts that only the material ownership will be transferred to it, excluding the acquisition of all other rights thereto. 4.2. For the purpose of this Agreement the Client can receive through a Subscription to the Services the right to use the Software installed on the Hardware. The temporary availability of the Services, including the Software, under the conditions provided for in this Agreement shall not be considered as the assignment of any property or Intellectual Property Rights for the benefit of the Client. Except as otherwise provided in the Agreement, nothing in the Agreement shall be construed as a waiver of any Intellectual Property Rights of the Provider, including the copyright, trademarks, know-how, patents and sui generis right on the databases. 4.3. The Client understands and agrees that the Provider is and remains the sole and exclusive owner of any and all data collected by the Services, except for any personal data related to the Sailors, which will be used conform to the Provider’s Privacy Policy. The Client subscribing to the Services receives the rights to use, reproduce and copy the data for its own benefit. After the termination of expiry of the Agreement the Client will be free to continue the use of the aforementioned data. However, access to the Platform will be terminated within forty-eight (48) hours after termination of the Subscription in the manner set out in article 5.5., Section 2. 4.4. Except where otherwise provided, the Client shall refrain from reproducing any element of the Services, or the Documentation, by any means whatsoever, in any form whatsoever and on any medium whatsoever. Article 5 Visibility 5.1. The Parties are authorized to communicate for commercial purposes on the existence of this Agreement without being authorized to disclose the economic conditions. 5.2. For the purposes of article 5.1., each Party is authorized to use in good faith the name and logo of the other Party and any material provided by the other Party in accordance with the specific instructions, if any, given by the other Party, without affecting his/her image or reputation and in accordance with the relevant trademark guidelines. For the avoidance of doubt, the Parties confirm that such authorization may not be construed as an assignment of intellectual property rights over the name, logo, material provided or otherwise. 5.3. The exchange of rights between the Parties under this provision cannot under any circumstance be interpreted as establishing a partnership between the Parties. Article 6. Confidentiality 6.1. Without prejudice to article 6.2., each Party shall (i) keep all information it receives from the other Party confidential, and notably (ii) not disclose the confidential information of the other Party to any third party, other than employees or agents, on a need-to-know basis and (iii) not use the confidential information of the other Party for any other purpose than to exercise its rights and to fulfil its obligations under the Agreement. 6.2. Notwithstanding the foregoing, the parties shall not be bound by the confidentiality set forth in article 6.1. with respect to information that (i) would have fallen or would fall into the public domain irrespective of fault by the receiving Party, (ii) would be developed independently by the receiving Party, (iii) was known to the receiving Party before the other Party discloses it to him, (iv) was legitimately received from a third party not submitted to an obligation of confidentiality, or (v) should be disclosed by law or by court order (in which case they shall only be disclosed to the extent required and after having notified the Party that provided it in writing). 6.3. The Parties’ obligations regarding confidential information shall remain effective for the full term of the Agreement and for so long, after the term, as the information concerned shall remain confidential to the disclosing Party and, in any event, for a period of three (3) years after termination of the Agreement. 6.4. Each Party shall return all copies of documents and material containing confidential information of the other Party, as of the termination of the Agreement, whatever the cause. 6.5. The Parties guarantee that the terms of this provision are respected by their personnel and by any agent or third party who might be involved in any capacity in the framework of the Agreement. 6.6. If either Party fails to comply with the obligation in the paragraphs of this article, an indemnification of EUR 5.000,- per breach shall be due to the other Party, without prejudice to the right of the Parties to terminate the Agreement in accordance with the terms set out herein and without prejudice to the right of the Parties to claim a higher amount for the damages that are not covered by this amount. Article 7. Personal Data 7.1. Each Party shall ensure that any personal data communicated to or received from the other Party is treated in a manner that complies with applicable legal and regulatory data protection requirements, including those of the European General Regulation on the Protection of Personal Data (“GDPR”), the law of 5 July 2018 on the protection of natural persons with regard to the processing of personal data, and any future development in the applicable national and European legislation on the protection of privacy and processing of personal data. 7.2. With respect to the Sailors’ personal data, Parties agree that they are both to be considered as controller, within the meaning of the GDPR, for the respective services they provide. 7.3. Any and all personal data received by the Provider in the execution of the Agreement – whether it’s with respect to the Client, Authorized Users or Sailors - will be processed in accordance with its Privacy Policy. Article 8. Representations and Warranties 8.1. The Provider will make certain that the Documentation provided is understandable for an ordinary end user and provides the Authorized Users with adequate instructions to become self-sufficient regarding access and use of the Services and the Hardware. 8.2. The Provider represents and warrants that the Software in the current and updated versions will perform materially in the manner described in the technical and functional specifications set forth in the Documentation. 8.3. The Provider represents and warrants that it is not aware of any copyright, patent, or other Intellectual Property Rights infringed by the Software and/or the Hardware, and that it is not aware of any claim of Intellectual Property infringement in relation to the Software and/or Hardware. 8.4. The Provider warrants that it will put all reasonable effort into securing the data stored on its servers and the Hardware in order to prevent unauthorized access to and misuse of such data. The Provider will only provide this level of protection for the data as long as it remains on the Hardware or its Servers. Liability ensuing under this provision will in any case be limited in the manner set out in article 9 to this Section 1. 8.5. The Client guarantees that it will only use the Services and Hardware in accordance with the standards imposed by the Provider, the purposes reflected by this Agreement, the Documentation and all applicable laws and regulations. The Client agrees to indemnify the Provider for any and all damages, losses, liabilities, settlements and costs (including, without limitation, attorney’s fees and expenses) arising out of any claim or action from an assumed violation of the foregoing or in any other way connected to the usage of the Services or Hardware by the Client. 8.6. The warranties imposed on the Provider under this article 8 and, if applicable, article 7 and 8, Section 2, and article 3, Section 4 are the only express warranties applicable to the Agreement. Article 9. Liability and Disclaimers 9.1. Nothing in this Agreement excludes or limits any liability of the Parties that cannot be validly excluded under the applicable laws. 9.2. Except where and in the manner provided otherwise in the Agreement or in the express warranties under article 8, to the fullest extent permitted by law, the Provider (including for its co-contractors and agents and their respective employees, directors and managers on their own behalf or on behalf of its suppliers or licensors) makes no implied warranties with respect to the Hardware, Third-Party Products, Software or other Services, including, but not limited to, any warranties (i) of merchantability, fitness for a particular use, performance, adequacy or non-infringement; (ii) for third-party products other than the Third-Party Products; (iii) for the performance or results to be obtained from any Hardware, Software or Service; or (iv) the Hardware, Software or Services will operate or be provided without interruption or error. 9.3. Provider's Hardware, Software and Services are not fault-tolerant and are not designed or intended to be used in hazardous environments that require intrinsically safe performance, such as any application in which the failure of the Hardware, Software or Services could directly result in death, personal injury or serious physical or material damage. The Provider expressly disclaims any implied warranty of fitness for such activities. 9.4. Except as otherwise provided, and with the exception of personal injury, the Provider and its subcontractors (including but not limited to all suppliers of equipment and technology), directors, subsidiaries, associates, representatives, contractors and employees shall in no event be held liable in respect to any performance of the Agreement or any general terms thereof, any negligence or any other form of liability notably: (a) for any error, interruption of use, loss, inaccuracy, alteration of data, or costs of acquiring the Equipment or any property, service, technology or loss of profits; (b) for indirect damage, incidental, special, punitive or consequential damages, including damages for lost data or the loss of profits arising out of or in connection with this Agreement and the Hardware, Third-Party Products, Software or Service(s); (c) for any aspect of the Services that is beyond the reasonable control of the Provider, in particular those related to the Internet, network problems, viruses and/or malicious acts; (d) irregular access to the Hardware; (e) late deliveries as per the indicative delivery dates specified on the Sales Order. 9.5. The Provider cannot be held responsible in any way whatsoever relating to the installation of the Hardware - whether it relates to a self-installation or an installation performed by an installer, a reseller or a distributor of the Provider. 9.6. The Client confirms that it shall bear the entire risk for the loss and damage to the Hardware from any and all cause not excluded by this Agreement. No loss or damage to the Hardware or any part thereof shall impair any obligation of the Client under this Agreement, which shall continue in full force and effect throughout the term of the Agreement. In the event of irreparable loss or damage to the Hardware, the Provider will replace the corresponding Hardware. Replacement will happen at cost of the Client at a price no higher than the cost of the respective Hardware as set out in the relevant Schedule. 9.7. To the extent permitted by law, the total cumulative liability of the Provider for all claims arising out of or in connection with the Agreement shall not exceed the amount covered by the Provider's liability insurance. 9.8. These limitations, exclusions and disclaimer clauses exclusively apply to all claims for damages, whether based on the Agreement, the guarantee, strict liability, negligence, tort or otherwise. 9.9. The above limitations of liability, however, do not apply if the damages result directly from fraud, gross negligence or wilful misconduct by the Provider in the performance of the Agreement or in the event of death or bodily injury caused by its negligence, or any other liability to the extent that it cannot be conventionally excluded or limited. Article 10. Force Majeure 10.1. In the event of force majeure, the Parties may suspend performance of the Agreement and its Sections during the period the force majeure subsists. The Parties may terminate the Agreement and its Sections if the force majeure persists for more than sixty (60) days, without any compensation being owed to the other Party. 10.2. Each Party shall notify the other Party in writing of the particular circumstances regarding the force majeure and shall do its best to remedy the situation. 10.3. For the purposes of this Agreement, “force majeure” shall be deemed to be what is generally considered by the case law of Belgian courts in this respect, and in particular any unforeseeable event beyond the express will of the Parties which prevents the normal execution of the Agreement, including a total or partial strike within or outside the company, lock-outs, exceptional weather conditions, epidemics, blocking distribution or stocking for any reason, earthquake, fire, storm, flood, water damage, freezing of computer systems or telecommunication, theft, etc. 10.4. Force Majeure events do not include a change in the economic conditions underlying the Agreement’s performance, due to market fluctuations. Article 11. General provisions 11.1. The Agreement and all of its Sections contain all the obligations of the Parties, in relation to their scope, and shall supersede all previous contracts and agreements, both written and oral, in relation to this subject. 11.2. If one or more provisions of the Agreement are declared void, unlawful or unenforceable, this shall not result in the nullity of the entire Agreement and its Sections. The Parties shall replace such provision(s) with a provision that best reflects the content and intent of the provision(s). 11.3. Any notice in execution or in connection with the Agreement and its Sections shall be deemed to be validly brought to the attention of the other Party if it has been sent to the address mentioned in the preamble to the Agreement (or any other address communicated in writing), by hand, by registered mail, by mail, by fax or by email with acknowledgment of receipt. 11.4. The Client may not assign this Agreement or sublicense the Software in any way, including by merging, de-merging, or capital contribution, except as expressly authorized in this Agreement or beforehand in writing by the Provider. 11.5. The Provider may resort to subcontracting. The use of subcontracting shall in no way reduce the Provider’s liability towards the Client under the Agreement, the Provider remains the Client’s guarantee for the proper performance of the Agreement. 11.6. This Agreement and its Sections are subject to Belgian law. The United Nations Convention on the International Sale of Goods does not apply. 11.7. The Provider and the Client will attempt to resolve any dispute relating to the validity, interpretation, performance and/or termination of the Agreement and its Sections by negotiation or by using a mediator agreed by the parties, rather than by litigation. The negotiations and mediations will be treated as confidential. If the Parties are unable to reach a solution within 30 days of the notification of the dispute to the other party, the dispute will be submitted to the exclusive jurisdiction of the French speaking Courts of Brussels. Section 2: Subscription Terms Article 1. General 1.1. The terms of this Section 2 apply to all orders by the Clients of Subscriptions and/or Hardware Rentals in the Sales Order. Article 2. Scope of the Subscriptions 2.1. The Provider hereby grants the Client a worldwide, non-exclusive, non-transferable right, for the duration of the Agreement as indicated in the Sales Order, to use the Software in object code form only, as installed on the Hardware and as accessed through the Platform (“Subscription”). Access to the Platform necessitates ownership or lawful possession of the Hardware as set out in either Section 3 or 4 to this Agreement and is subject to payment of the Subscription fees, part of the Price. 2.2. This Section 2’s purpose is to define the terms and conditions in which the Provider shall furnish the subscribed Client with the following services (hereinafter the « Services ») : a. the SaaS Services ; b. the Support and Maintenance Services; and c. all other services delivered by the Provider and required for the use of the Software, including without being exhaustive: (i) the identification of Authorized Users and password management, (ii) monitoring and technical support, (iii) training of Authorized Users, (iv) backup and recovery of the Software, (v) the exchange and processing of data between the Hardware and the Provider’s servers, (vi) as well as the management of changes as described in other service statements, particularly in Support Agreements. Article 3. Use of the Services 3.1. Only Authorized Users are entitled to benefit from the Services. The number of Authorized Users allowed to use the Services is limited to three (3) activated seats per Client, regardless of the amount of Hardware pieces at its disposal. 3.2. The Client receives access to the Platform through an Account and Password received from the Provider, at the soonest after paying the first yearly instalment of the Price. The Provider will endeavour to furnish the access details to the Client as soon as reasonably possible after receiving confirmation of the payment of the Price. The Client’s use of the Platform will at all time conform to the terms of use as found on the Provider’s website and the Platform. 3.3. The Client receives the right to link its Sailors through their Sailor-Account on the Platform to a Hub installed on one of its vessels in its fleet. By linking the Sailor-Account to a Hub, the Sailor receives the right to access and use the Platform, and in particular benefit from the Services in relation to its assigned Hub. The Client may link as many Sailors to a Hub as it deems necessary. 3.4. The Client may not use the Services in any other way than in accordance with its needs and in accordance with the Documentation. In particular, the License is granted for the sole purpose of enabling the Client to use the Services. 3.5. The Client may in no way put the Services at the disposal of a third party not mentioned in this Agreement. The terms of this Agreement strictly prohibit any adaptation, modification, translation, adjustment, distribution, decompilation of the Software or the creation of derivative works therefrom, without this list being limiting. The Client shall not, directly or indirectly, reverse engineer, decompile, disassemble or attempt in any way to discover the source code, object code or underlying structure, ideas, know-how or the algorithms related to the Services or the Software or to the Documentation or data belonging to the Provider. 3.6. The Provider undertakes to, and the Client undertakes to give the necessary access to the Provider allowing the latter to, provide the Maintenance and Support Services provided for in article 4 of this Section 2. 3.7. The Client shall be responsible for obtaining and maintaining all ancillary equipment and services required to connect to, access or use the Services, including, without limitation, modems, computer, mobile phones, hardware others than the Hardware, servers, software, operating systems, networks, web servers and others (collectively, the « Equipment »). The Client shall be responsible for the maintenance and security of the Equipment, the Client Accounts, Passwords (including, without limitation, administrative and user passwords), files and any usage of the Client-Account or Equipment, with or without knowledge or consent of the Client. Article 4. Maintenance and Support Services 4.1. The Provider will provide the Client, if applicable, with for Customization, Training and Additional Services as described in a corresponding Support Agreement. The fees for Customization, Training and Additional Services will be invoiced separately in accordance with the applicable Support Agreement. 4.2. However certain Support and Maintenance services are included in the Subscription and are subject to the terms stated hereinafter. Maintenance Services 4.3. The Provider furnishes maintenance services to the Client in relation to and limited to the Software for the entire duration of the Subscription. These services include among others bug fixes and other corrections, modifications, improvements, updates, upgrades and new releases of versions of the Software (hereinafter the « Maintenance Services »). The Provider is free to implement any Maintenance Service it deems necessary, and this at any time, in order to ensure that: (i) the functionality of the Services, as described in the Documentation, is and remains available to the Client and its Authorized Users; (ii) the material functionality of the Services is and remains in accordance with the Agreement; (iii) the Services work with the current version and the three previous versions of the Google Chrome browser. (iv) the Services work with the current version and the 2 previous versions of the Android and iOS operating systems. 4.4. The Provider endeavours to inform the Client, on a case-by-case basis, and within a reasonable time of the Maintenance Services to be performed. However, the Provider will always have the right to immediately implement the Maintenance Services without informing the Client in advance, unless when the maintenance would lead to the temporary unavailability of the Services. After the implementation, the Provider will furnish the Client a summary detailing the Maintenance Services performed. 4.5. All enhancements and alterations to the Software emerging from the Maintenance Services shall be recorded in the Documentation, which will be adapted accordingly to reflect where necessary the new technical and functional specifications of the Software. 4.6. The Maintenance Services do not include preventive maintenance or repairs due to (a) software problems ; (b) modification, adjustment or repair of the Hardware by a person other than the Provider or its representatives ; (c) accidents, misuse or abuse of the system or a component (fire, water leakage, use of incorrect voltages or fuses, use of incompatible devices or accessories, improper or insufficient ventilation or failure to follow instructions for use) that were not caused by the Provider ; (d) displacement of the system from one entity to another ; or (e) a natural event. 4.7. When and if an error or bug occurs due to the Maintenance Services performed by the Provider, the Client will inform the Provider thereon. The Provider will endeavour to resolve all issues resulting from the Maintenance Services brought to its attention within a reasonable time. 4.8. All changes to, and new versions of the Software shall remain the sole and exclusive property of the Provider as stated in article 4 of Section 1. Support Services 4.9. The Provider will provide the Client with Support Services by telephone and email from Monday to Friday, excluding Belgian public holidays, from 9:00 am to 5:00 pm (GMT+1) (the « Support Hours »). 4.10. The Client may contact the Provider during the Support Hours via email at the following address: support@sailsense.io. 4.11. Guaranteed response time: 72 working hours after receipt of the request. 4.12. The Provider will use its efforts to make technical resolution as soon as possible, provided that this does not in any way bind the Provider to solve the problem. 4.13. The Client can request in the Sales Order to be supplied with assistance in relation to the installation and first use of the Hardware and Services. The assistance is bundled in packages to be found in the applicable Sales Order and the Provider’s website. Article 5. Term and termination 5.1. The specific duration of the Subscription under this Section 2 can be found in the Sales Order, and depends on the formula chosen by the Client. As also provided under Section 3 of the Agreement, the term of the Agreement is automatically renewed for the duration of twelve (12) months after the initial term provided for in the Sales Order. 5.2. Subscriptions to the Services may be terminated by either Party by registered letter with acknowledgement of receipt addressed to the other Party no later than thirty (30) days before the expiry date of the Subscription’s birthday, additionally taking into account all subsequent renewals. 5.3. If the Client does not comply with its obligations under this Agreement, the Provider shall be entitled to suspend its obligations without this constituting a cancellation of the Agreement. As soon as the Client has executed its obligations, the Provider will be free to reengage in the continuation of the performance of its contractual obligations without prejudice to modifications to the price or terms following this suspension and without prejudice to its rights to terminate the Agreement in accordance with the terms stated hereafter. 5.4. If a Party materially defaults (“Defaulting Party”) in any of its obligations in the execution of the Agreement, the other Party shall have the right to terminate the rights and obligations under the Agreement at any time, without notice period or indemnity, by giving written termination notice to the Defaulting Party. The Agreement will be deemed terminated on the day following date of dispatch of the notification. Before sending the termination notice, a notice of default will be sent by the non-defaulting party, which will allow the Defaulting Party to remedy its breach for a period of thirty (30) calendar days following the date of the formal notice of default by registered letter. 5.5. The Provider may terminate the Agreement at any time without prior notice period or indemnity, by sending a notice to the Client in the event of a payment not in accordance with article 3, Section 1 and article 6 of this Section 2. In such cases, the resolution of the Agreement shall have immediate effect on the day following the date of dispatch of the Provider’s notice. 5.6. Within forty-eight (48) hours of the date of non-renewal of the Agreement or its effective termination, regardless of the cause, the Client will lose access to the functions of the Software in any form whatsoever. 5.7. Early termination of the Subscription under this Section 2, for any reason whatsoever, shall automatically entitle the Provider to terminate immediately after the termination of the Subscription, and with immediate effect, any other contract binding upon the Parties at the time of termination – including, but not limited to what is provided in Section 3 to the Agreement and any contract of development, assignment, integration and maintenance – without any costs or indemnities on its part and without prejudice to the right of the Provider to claim any possible damages for harm it incurred. Article 6. Price of the Services 6.1. Under this article 6 the specific payment and pricing terms and conditions relating to the Services are set out, without limiting or bringing prejudice in any way the application of article 3 of Section 1. 6.2. The Price for the Services is calculated on a monthly basis, with every month wherein the Hardware is activated for a Subscription, giving rise to the obligation of the Client to pay. 6.3. Upon subscribing to the Services for the first time the Client will immediately receive an invoice in its mailbox for the payment of the first yearly instalment of the Subscription. Payment of this invoice will comply at all times with the fifteen (15) day payment term provided for in article 3.7. in Section 1 to the Agreement. 6.4. The Provider will invoice the Price on an annual basis. The Price is payable upfront by the Client before activation of the Software for the first time. If the Client, in subsequent years, fails to pay its annual instalments of the Price in accordance with this article 6, it will immediately be liable for payment under article 3.8., Section 1 of the Agreement, notwithstanding the right of the Provider to terminate the Agreement in the manners described in article 5.3. of this Section 2. Article 7. Open-Source Software 7.1. The Services are based in part on Open Source systems. The Provider warrants that the license provisions of the Open-Source systems do not and will not interfere with the functioning of the Services. Should the Open Source system’s terms interfere with the material functioning of the Software, the Provider engages itself to resolve any and all issues arising from it as soon as possible. 7.2. The Client acknowledges and agrees that for the elements of the Services that rely on an « open-source » system the conditions of the respective licenses may apply. 7.3. The Provider does not provide any further warranties in relation to the open-source systems than those provided in their respective licenses. Consequently, the warranties and indemnities contained in this Agreement do not apply to Open-Source elements in the Software. 7.4. A complete list of all Open-Source Software components can be found in the Documentation and on the Provider’s website. Article 8. Specific warranties 8.1. The Provider shall use reasonable efforts in accordance with industry standards to ensure the upkeep and maintenance of the Services in a manner that minimizes errors and interruptions of the Services and undertakes to provide the Services in a professional manner in accordance with good practice. The Services may be temporarily unavailable for maintenance in accordance with Article 4 of this Section 2. Section 3: Hardware Rental Terms Article 1. General 1.1. The terms of this Section 3 apply to all orders by the Client for the rental of Hardware and the therein included Subscription to the Services, as disclosed in the Sales Order. 1.2. Except where otherwise provided in these Hardware Rental Terms (“HRT”), the definitions and provisions of Section 3 apply in their totality to these terms. Article 2. Scope of the HRT 2.1. For the purpose of the HRT the Client will receive at least one (1) Hub and one (1) Pod. 2.2. The Client may, however, request from the Provider to supply it with additional Pods for the Hubs, as stated in the Sales Order. Additional Pods, meaning the Pods exceeding the basic one (1) Pod included in the Rental Services order provided by these terms. Additional Pods can be requested by ordering them via an additional Sales Order. Article 3. Price 3.1. The rental fee for the Hardware, as described under article 2 of this Section 3 and the Sales Order, includes both the cost of the Subscription and the Rental of the Hardware, and as such requires no additional fees to be paid except should the Client request additional Hardware in compliance with article 2.2 of these HRT. 3.2. In accordance with what is provided in article 3 of Section 1, the Price applicable to Clients in a running Subscription under this Section 3 will remain unchanged for the duration of the initial term of the Subscription, as disclosed in the Sales Order. After this initial term, the Provider will have the right to modify the Price on each anniversary of the Agreement and in accordance with the new Prices applicable as set out on the Provider’s website. Article 4. Term of the HRT 4.1. When the Client subscribes to the Services by renting the Hardware, the Agreement will be tacitly renewed after the initial term set out in the Sales Order for successive periods of twelve (12) months, unless it is terminated by either Party, by registered letter with acknowledgment of receipt addressed to the other Party no later than thirty (30) days before the expiry date of the Initial Term or its successive renewals as per article 5.2. of Section 2. 4.2. The termination of the Subscription will terminate all rights and obligations under these HRT, and vice versa. The provisions of article 5 of Section 2 govern the termination of the HRT. Article 5. Use of the Hardware 5.1. The Client shall use the Hardware in a careful and proper manner. The Client is forbidden to modify or change the Hardware’s exterior or interior components in any way. The Client is only allowed to perform the actions on the Hardware necessary for its installation in the manner disclosed in the Documentation. The Client is permitted to engage the services of a third party for the specific purpose of the installation of the Hardware. 5.2. The Client will be responsible for the basic maintenance and care of the Hardware, including but not limited to the cleaning of the Hub and the Pods, general maintenance of the Hardware in conformance with the Documentation, etc. Article 6. Delivery of the Hardware 6.1. Without prejudice to article 3 of Section 1 to the Agreement , the Hardware will only be shipped to the Client after the Provider receives the payment of the first instalment of the Price. 6.2. To be valid, any claim or refusal in relation to the Hardware must be sent by email within five (5) business days of receipt of the Hardware. The absence of any reservation in accordance with the provisions above implies the unconditional acceptance by the Client of the delivered Hardware or Services provided and the corresponding invoice. The defects of a part of the delivery do not authorize the Client to refuse the totality of the delivery. Article 7 of the HRT applies to all returns and exchanges of Hardware. Article 7. Returns and exchanges of Hardware 7.1. Upon termination or expiration of the Agreement or the HRT, whatever the cause, the Client shall contact the Provider in the manner described in article 7.6. of the HRT, within ten (10) calendar days counting from the date of termination or expiration. Upon receipt of the authorisation number, the Client returns any Hardware in its possession or control to the Provider within a term of ten (10) calendar days and notifies the Provider thereof with a certificate of posting or similar proof. Meaning that within the latter term the Hardware needs to be sent to the Provider and no longer be in the possession of the Client. If the Client fails to send the Hardware within the period specified above, the Client shall be automatically and without notice be required to pay an indemnity equal to four hundred and twelve euros excluding VAT (EUR 412 excl. VAT) per Pod and six hundred and sixty euros excluding VAT (EUR 660 excl. VAT) per Hub. The prices mentioned in these terms are subject to change and will be overruled by the prices applicable in the attached Sales Order. 7.2. The Client will return the Hardware at the end of the Agreement in the state in which it received the Hardware. The Client will be responsible for all damage caused by it to the Hardware that does exceed the damage caused by normal use thereof. The liability incurred under this paragraph is governed by article 9 of Section 1 to the Agreement. 7.3. The Client under the HRT has the right to exchange the Hardware for a newer or maintained model after a period of five (5) years of use. The receival of a newer model will not be subject to price changes and cannot be refused by the Client. In order to ensure that the Services materially continue as set out in the Agreement the Client will be contacted by the Provider at the latest seven (7) years after receiving the Hardware with a request to exchange the Hardware in the manner set out in the request. 7.4. If the Hardware becomes defective during the execution of the Agreement, due to a cause outside the Client’s action or volition, the Provider shall replace this Hardware at no additional cost or shipping or handling fees. Defective in this paragraph means that the Hardware does no longer materially conform to the specifications and usage set out in the Documentation. Exchange requests under this paragraph will be handled by the Provider within thirty (30) calendar days upon receiving such request. 7.5. The Provider will not be obliged to grant any other exchange requests of Hardware than in the hypothesises set out in this article 7 of the HRT. 7.6. Before returning or exchanging the Hardware, the Client shall request the Provider to receive an authorization number for its return. The Client returns the Hardware properly packaged in either its original packaging or an equivalent thereof and shall be responsible for the risk of loss, damage, and the shipping and handling fees. If the Client does not respect the instructions for returns or exchanges, the Provider shall not be responsible for any loss, damage or modification of the Hardware. Properly packaged shall mean that the Hardware will be enclosed in a packaging that at least ensures its safe and undamaged return to the Provider. Section 4: Hardware Purchase Terms Article 1. General 1.1. These Hardware Purchase Terms apply to and govern the purchase of the Hardware stated in the Sales Order by the Client. 1.2. Except where otherwise provided in the Hardware Purchase Terms (“HPT”), the definitions and provisions of the Agreement apply in their totality to these specific terms. Article 2. Scope of the HPT 2.1. The Hardware consists out of Hubs and Pods as described in article 2 of Section 1 to the Agreement and conforms to the functional and technical specifications provided in the Documentation. 2.2. By choosing to purchase the Hardware the Client becomes the owner thereof under the conditions stated in the HPT. 2.3. The Hardware has the Software preinstalled on it. To achieve the full functionality of the Hardware, the Software has to be activated by the Provider in the manner explained in article 2 of Section 1. Article 3. Warranties 3.1. The Client will notify the Provider within five (5) calendar days’ time after receiving the Hardware in order to make any complaint in relation to the Hardware known, including complaints referring to missing parts or incomplete shipments. After these five days the Client will be deemed to have accepted the shipment and all of its content, in the state it was received, but only for the visible deficiencies. 3.2. For all other deficiencies the Client receives a warranty period of two (2) years during which all deficiencies not covered by article 3.1. of the HPT are to be made known to the Provider five (5) calendar days after the Client receives knowledge of such deficiency. Provided that the Client informs the Provider in a timely manner, the Provider will repair or exchange the defective Hardware at no additional cost, shipping or handling fees for the Client in the manner set out hereinafter. 3.3. During the defective period the two (2) year warranty is suspended until the Hardware is repaired or the replacement has been received by the Client. After the suspension period, the warranty term will remain unchanged and continue in case of repair while a new warranty period will start in case of replacement of the Hardware. 3.4. The warranty period applies in the same manner described above for the Third-Party Products sold by the Provider. 3.5. The warranty under this article applies in conjunction with the warranties set out under article 8 of Section 1. The combination of both warranty provisions are the only warranties applicable in the relationship between the Client and the Provider. Article 4. Hardware returns, reparations and exchanges 4.1. Parts used in repairing or servicing Hardware may be new, equivalent-to-new, or reconditioned, but will in all cases guarantee the material functionality of the Hardware. 4.2. Before returning or exchanging Hardware, the Client must contact the Provider to obtain an authorization number for its return. The Client returns Hardware in its original or equivalent packaging. Additionally, the Client is responsible for risk of loss or additional damage to the Hardware. The shipping and handling fees paid by the Client shall be reimbursed by the Provider, unless it is shown that the Hardware was wrongfully returned. If the Client fails to follow the return or exchange instructions, the Provider will not be responsible for any loss, damage, or modification of Hardware, or processing of Hardware for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with your purchase. 4.3. Title to returned or exchanged Hardware shall pass to the Provider upon receipt thereof. 4.4. Hardware returns, reparations and exchanges do not include preventive maintenance or repairs required due to (a) software problems; (b) alteration, adjustment, or repair of the Hardware by anyone other than the Provider or its representatives; (c) accident, misuse, or abuse of the system or component (such as fire, water leakage, use of incorrect line voltages or fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) that have not been caused by the Provider; (d) moving of the system from one entity to another; or (e) an act of nature. Article 5. Relation of this Section to the Services 5.1. The purchase of the Hardware, whether one (1) or more Hubs and/or one (1) or more Pods, does not entitle the Client to automatically obtain access to the full scope of the Services. In order to gain access to the Services, shall pay the Price indicated in the Order Form for the subscription to the Services. 5.2. If the Client chooses not to subscribe to the Services, it will receive for a duration of three years after the last Subscription access to the historical data gathered and processed by the Hardware and Services during the last Subscription period. Article 6. Term and Termination of the Services 6.1. The initiation and duration of the Subscription to the Services by Hardware owners is governed by the Sales Order, as provided for in article 5 of Section 2 to the Agreement. Article 7. Sale of Third-Party Products 7.1. The Provider offers Third-Party Products for sale that work in conjunction or facilitate the use of the Hardware and the Services. Section 5: Demonstration Agreement Article 1. General 1.1. If the Client chooses in the Sales Order to be provided with a demo of the Hardware and the Services, a Demonstration Agreement (hereinafter “Demo Agreement”) is concluded. The Demo Agreement entails a subscription to the SaaS Services in conjunction with the Hardware (governed by the Agreement and the Hardware Rental Terms, “HRT”) with a limited scope, for a limited time. The terms and conditions of the Agreement and the HRT apply in full to the Demo Agreement, except as otherwise provided in this Demo Agreement. 1.2. The Provisions in Sections 1, 2 and 3 apply in full unless otherwise provided under this Section 5. Article 2. Particular conditions 2.1 The Client acknowledges and accepts that the Demo Agreement shall apply to maximum two vessels. 2.2 The Client shall pay a fixed amount of EUR one-hundred and fifty (150,00) excluding VAT. Payment of the invoice for the Demo will occur in accordance with the payment obligations set out in Sections 1 of the Agreement. 2.3 Upon receipt of the fee indicated under article 2.2, Provider shall send the Hardware to the Client consisting of one and maximum two Hubs. For the avoidance of doubt, it is specified that the Client shall not receive any Pod(s) under the Demo Agreement. 2.4 Under this Demo Agreement, the Client is not entitled to conclude any Support Agreement with the Provider. Article 3. Duration and termination 3.1 The Demo Agreement is concluded for a duration of two (2) months, with the goal of allowing the Client to get to know the Hardware and the Services provided by the Provider. 3.2 Without prejudice to article 5 of Section 2 and article 4 of Section 3, each Party will, without notice or indemnity, have the right to terminate this Demo Agreement at any time, or at the latest by notifying the other Party in writing at least ten (10) days before the expiry of the Demo. If the Client does not end the collaboration, it will continue as if the Parties concluded, from the start of the Demo Agreement, a subscription to the Services in conjunction with a rental agreement to the Hardware, as governed by the Sections 2 and 3. The Client also has the option, during the aforementioned delay to request the Provider to transform the Demo Agreement into a subscription to the Services in conjunction with the Hardware, as governed by the Sections 2 and 4. In both cases, the fee as indicated under article 2.2 of this Demo Agreement, will be deducted from the subsequent invoice sent by the Provider to the Client. Contrary to what is provided in article 7.1. of section 3, if the Client fails to return the Hardware within the delay of ten (10) days therein provided, the Demo will be automatically deemed to be a Hardware rental agreement under the conditions set out in article 3.2. of this Section 5.