AMC GENERAL TERMS AND CONDITIONS
1.1. “Agreement” means the agreement signed between you and AMC incorporating these General Terms and Conditions and AMC’s Privacy Policy, whereby you are granted a non-exclusive, non-transferable, revocable, limited license to access the Site and use the Product during the Product Term, subject to the payment of the Monthly Amount and in accordance with the terms and conditions of this agreement, which AMC may terminate at any time for any reason.
1.2. “Authorised Users” means your employees and support personnel authorised by both AMC and you to access the Site and use the Product.
1.3. “Initial Period” means the period of 12 months, commencing either on the day after the end of any trial period if the Client elects to continue, or, if there is no trial period, on the commencement date of this Agreement, subject in each case to termination as provided in this Agreement.
1.4. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.5. “Monthly Amount” means the monthly amount payable by you for access to the Site and use of the Product.
1.6. “Party” means a party to the agreement, i.e. AMC and/or you.
1.7. “Product” means the Limitation of Liability in Marine Claims Calculator, accessed via the Site and owned by AMC, as varied and supplemented from time to time.
1.8. “Product Term” means the period during which this Agreement is in force.
1.9. “Renewal Period” means a period of 12 months, commencing on the day after the end of the Initial Period or each successive Renewal Period, subject to termination as provided in this agreement.
1.10.“Site” means the password protected website: www.albatrossmarineclaims.com owned by AMC, as varied and supplemented from time to time.
1.11.“You” and “Your” mean the Client detailed in the Agreement.
2.1. Access to the Site and use of the Product is for your personal use only and not for commercial exploitation. Only Authorised Users shall be entitled to access the Site and use the Product. You must ensure that each person having access to the Site is an Authorised User and is using the Product only in accordance with this Agreement.
2.2. The Site requires Authorised Users to register. When registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform AMC of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise. AMC does not permit (a) anyone other than an Authorised User to use the Site by using their duly registered name and password; or (b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorised use. If you believe there has been unauthorised use, you must notify us immediately in writing.
2.3. Unauthorised use of the Site or the Product is prohibited. You may not, and you undertake that your Authorised Users shall not: (a) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Product; (b) in any circumstances use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site or the Product; or (c) copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Site or the Product, except to the extent permitted above. The use of any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users is prohibited.
2.4. AMC reserves the right to withdraw access to the Site and use of the Product or amend the service we provide without notice. We will not be liable if for any reason the Site is down or the Product is unavailable at any time or for any period.
2.5. You agree not to damage, interfere with or disrupt access to the Site or do anything which may interrupt or impair its functionality.
2.6. The Product is not intended to and does not constitute legal advice and no solicitor-client relationship is formed through use of the Product. AMC does not warrant or guarantee the accuracy, completeness or adequacy of the Product. Your use the Product is at your own risk.
2.7. Anything on the Product may be out of date at any given time, and we are under no obligation to update it. We use reasonable practicable endeavours to maintain the quality of the Product from time to time, but we cannot be held liable for its accuracy or timeliness and we may change the Product at any time without notice. You must not rely on information on the Product and you acknowledge that you must take appropriate steps to verify this information before acting upon it.
Monitoring
3.1. AMC reserves the right to monitor and track your, and your Authorised Users’, visits to the Site and usage of the Product.
3.2. AMC reserves the right to investigate complaints or reported violations of this Agreement and to take any action it deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
4.1. AMC owns and retains all right, title, and interest in the Site and the Product. Except as expressly permitted, this Agreement does not grant you any Intellectual Property Rights in the Site or the Product or any of their components which are protected by copyright and other laws.
4.2. Your non-exclusive, non-transferable, revocable, limited license to access the Site and use the Product is subject to the following limitations:
(a) The right to electronically display Product results retrieved from the Site (“Results”) is limited to the display of such Results to one Authorised User at a time.
(b) The right to obtain a printout of Results is limited to a printout of such Results using the printing commands of the Site or your web browser software and the creation of a single printout of such Results downloaded via downloading commands of the Site or your web browser software (collectively, "Authorised Printouts"); and
(c) The right to retrieve and store machine-readable copies of Results is limited to the retrieval of a single copy of such Results included in any individual file of the Site using the downloading commands of the Site or your web browser software and storage of that copy in machine readable form for no more than 90 days for the exclusive use of Authorised Users.
4.3. To the extent expressly permitted by applicable copyright law and not further limited or prohibited by this Agreement, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies to Authorised Users.
4.4. Except as specifically provided in Sections 4.2 and 4.3, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Results. You may not print or download Results without using the printing or downloading commands of the Site or your web browser software. All access to and use of the Site via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Site is strictly prohibited. Use of the Site is permitted only via manually conducted, discrete, individual search and retrieval activities.
4.5. Except as specifically provided in this Agreement, you may not use the Site or Results in any fashion that infringes the copyright or proprietary interests therein.
4.6. You may not remove or obscure the copyright notice or other notices contained in the Results.
5.1. You will receive an invoice from AMC by email to your email addressed as disclosed on the above Agreement or to such other email address as you specify. Invoices are payable within the period specified on the invoice and if not specified within 30 days of the invoice date.
5.2. In the event that an amount due to AMC for payment of the Monthly Amount becomes overdue, access to the Site and use of the Product may be suspended.
5.3. If you fail to make payment in accordance with this Agreement, AMC shall be entitled to interest on that amount. Such interest shall be calculated at a rate of 1% per month, compounded quarterly.
5.4. In the event of a debt being handed over to a collections agency, you will be liable for all costs associated with the collection of the debt.
5.5. All prices are exclusive of Value-Added Tax unless otherwise expressly stated.
The Product Term commences on the date of the Initial Term agreed in the Agreement.
7.1. At the end of the Initial Term and thereafter of each successive Renewal Period, this Agreement will automatically renew for successive twelve (12) month periods thereafter (each a “Product Renewal”) unless terminated as permitted under this Agreement. The Monthly Amount during any automatic Product Renewal will be charged at the then applicable Monthly Amount plus 5% unless agreed otherwise.
7.2. AMC may terminate this Agreement at any time for any reason.
7.3. You may terminate this Agreement for any reason by providing a notice of intention not to renew this Agreement in writing, at least thirty (30) days before the end of the Initial Period or the then current Renewal Period.
7.4. Either party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other party if that other party:
7.5. commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days’ written notice of that breach;
7.6. commits a material breach of this Agreement incapable of remedy; or
7.7. becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
7.8. After the effective date of termination or expiration of this Agreement, you and your Authorised Users will no longer have any right to access the Site or use or the Product.
AMC reserves the right to suspend access to the Site or use of the Product, in whole or in part, until further notice, with immediate effect:
a) to periodically maintain or improve the Site or the Product;
b) if you fail to pay all or part of the Monthly Amount by the due date; or
c) if AMC reasonably believes you or any Authorised User is accessing the Site or using the Product in a way which constitutes a breach of this Agreement, or is likely to be found illegal.
These General Terms and Conditions are subject to change from time to time to reflect changes in or requirements of the law or modifications or updates to the Site or the Product. Furthermore, access to the Site and use of the Product by you and your Authorised Users is subject to AMC’s Privacy Policy, as updated from time to time. AMC will notify you of any such changes or updates and if they materially and adversely affect your rights under this Agreement, you will have a right to terminate this Agreement within thirty days of such notification. Your continued access to the Site and use of the Product after expiry of such period shall constitute your acceptance of such changes or updates.
AMC will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including maintaining the Product’s servers.
11.1. The calculations performed by the Product have been created by us following consultation with appropriate legal advisors. The calculations are provided to you on reasonable grounds and in good faith but in no way are they a substitute for specific legal advice. If you are facing a dispute with cargo claimants, you should seek legal advice. While the Product can be used as a guide, it does not guarantee any outcome in legal proceedings. Should you need assistance, AMC can help find you appropriate legal advisors.
11.2. Many of the calculations performed by the Product are based on exchange rates which are linked to Special Drawing Rights (SDR). AMC obtains the value of the SDR from source material. The exchange rates used when converting foreign currencies are obtained from a publically available web-based currency converter. AMC believes that this information is reasonably accurate but different currency converters may apply different rates. AMC does not guarantee the accuracy of the currency conversions made.
11.3. The calculations provided by the Product are subject to the accuracy and completeness of the information provided by you.
11.4. AMC has compiled the data in the Product in line with up to date information regarding international treaty ratifications and this is checked on a monthly basis. AMC cannot guarantee that local laws in individual countries will not contradict the information provided by the Product.
11.5. While AMC endeavours to ensure that the information generated by the Product is correct, AMC does not warrant the accuracy and completeness of such information / guidance. For example, the law sometimes changes and AMC will require a reasonable amount of time to make consequential changes to the Product. AMC may make changes to the Product at any time without notice. While AMC uses reasonable and practicable endeavours to update the Product in line with such developments, on occasion the Product may be temporarily out of date.
The express provisions of this Agreement are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
13.1. The material on the Product is provided on an "as is/as available" basis, without any conditions, warranties or other terms of any kind.
13.2. Neither Party will bring any claims or proceedings in connection with this Agreement against the other Party’s Directors, Consultants or Employees personally or against any associated companies or persons or contractors / sub-contractors, unless (and to the extent that) it is otherwise permitted to do so by law. Those parties may enforce this clause even though they are not parties to this Agreement (but despite having such rights, this Agreement may be varied or ended without their consent).
13.3. Proceedings in respect of any claim against either Party must be commenced within 12 months of the cause of action arising. In the event that a Party fails to bring a claim within this time limit, then the claim will be void.
13.4. AMC, any other party (whether or not involved in creating, producing, maintaining or delivering the Product), and any of our associated companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Product in any way or in connection with the use, inability to use or the results of use of the Product, any websites linked to the Product or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Product or your downloading of any material from the Product or any websites linked to the Product. Nothing in these Terms shall exclude or limit our liability for:
a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
b) fraud.
13.5. If, notwithstanding clause 13.4, You establish a liability on AMC’s part, then the total aggregate liability of AMC to you under or in connection with this Agreement (including any addition or variation to it), whether for breach of contract, negligence, breach of statutory duty, or otherwise, shall not exceed 20 times the Monthly Amount.
If, following the execution of this Agreement, either Party or any individual who has connections to either Party subsequently becomes the subject of financial sanctions imposed by the United Nations, the European Union or the United Kingdom during the term of the Agreement, the Agreement will terminate immediately and without reimbursement of any fees in respect of any term that remains outstanding at the point of termination. The same rights apply should one Party have reasonable grounds for believing that sanctions may apply to the other Party. The non-sanctioned Party will notify the sanctioned Party within two weeks, if this clause applies.
You hereby undertake, both during the Product Term and for a period of six (6) years after the termination of this Agreement, by whichever party and for whatever reason, that you shall not, and that you shall ensure that your Authorised Users shall not, copy, release, divulge or communicate, either in writing, orally, electronically or by any other means, to any third party, either directly or indirectly, any information not already in the public domain relating to the Site or the Product and/or AMC without the express written authority from a Director of AMC.
This Agreement constitutes the entire understanding between AMC and You and supersedes all other negotiations, agreements, contracts or understandings whether written or oral.
17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, without limitation, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.2. The English courts will have exclusive jurisdiction over any claim arising from, or related to, this Agreement.
17.3. Notwithstanding clause 17.2 above, AMC is entitled in its sole discretion to:
i) commence legal proceedings against you in the place where you are domiciled and/or where you trades from in order to recover any monies or damages owed under this Agreement and/or,
ii) commence arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this clause in order to recover monies due to it. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time the arbitration proceedings are commenced, and the dispute shall be decided by a sole arbitrator.
17.4. AMC reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to the right to block access from a particular internet address to the Site and any other websites or mobile apps operated by AMC or its affiliates.