You may not access any Shipslog Products or Services if you are a direct competitor of Shipslog, or if you are accessing the service to monitor its availability, performance, or functionality for competitive or benchmarking purposes, except with Shipslog’s prior written consent.
1. Definitions
Access – The use of Shipslog Software or Services remotely by an Authorized End User.
Addendum – Any additional document with terms and conditions applicable to the Shipslog Products and Services that is incorporated into this Agreement or attached hereto (for example, a Data Processing Agreement).
Affiliate – Any entity that is directly or indirectly controlling, controlled by, or under common control with a Party. “Control” means ownership of more than 50% of the equity or the power to direct the management of the entity.
Shipslog Intellectual Property – All deliverables, processes, software, tools, databases, data, materials, information, and any derivatives or modifications thereof, including without limitation all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein, that are (i) owned by Shipslog, (ii) developed independently of the Services, or (iii) licensed to Shipslog from a third party.
Shipslog Personnel – Employees, subcontractors, or agents acting on behalf of Shipslog who are bound by confidentiality obligations no less restrictive than those in this Agreement.
Shipslog Products and Services – The software-as-a-service (SaaS) solutions for maritime fleet management and International Safety Management (ISM) system management (and any related software, services, or deliverables) made available by Shipslog AS, as defined in the applicable Schedule or other contractual documents.
Shipslog Software – The Shipslog computer software programs made available to Customer as part of the Shipslog Products and Services (including any updates, versions, releases, or patches provided as part of maintenance, where applicable).
Agreement – This Master Agreement (these Terms and Conditions), including any Addendums and Schedules, and any documents incorporated by reference.
Authorized Use Limitation – The limitation on access to and/or use of the Shipslog Products and Services as measured by the agreed usage metric specified in the Schedule (for example, number of users, number of vessels, or transactions).
Authorized Users (or Authorized End Users) – The Customer (including its employees, contractors, and Affiliates) and any individuals that Customer authorizes to access and use the Shipslog Products and Services, provided that such users are bound by terms no less restrictive than those in this Agreement and use the Shipslog Products and Services only on behalf of Customer or its Affiliates.
Billing Metric – The metric for billing the Shipslog Products and Services to Customer as defined in the Schedule (e.g., number of Authorized Users, number of vessels, transactions, or other units of measure).
Commencement Date – The date on which the Shipslog Products and Services are first made available by Shipslog for Customer’s use (for example, the start date of a subscription as set forth in the Schedule).
Confidential Information – Any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement that is identified as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, the Shipslog Products and Services, related Documentation, Customer Data, the terms of this Agreement, and any benchmark data or results produced through use of the Shipslog Products and Services. However, Confidential Information does not include information that: (i) the Receiving Party is authorized in writing by the Disclosing Party to disclose without restriction; (ii) was lawfully in the Receiving Party’s possession or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (iii) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (iv) is lawfully obtained by the Receiving Party from a third party without restriction and without breach of a confidentiality obligation to the Disclosing Party; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Controller Personal Data – Any Personal Data described in an annex or schedule to a Data Processing Agreement (e.g., in an Annex defining the scope of personal data) and any other Personal Data processed by a Processor on behalf of a Controller under or in connection with this Agreement.
Customer Data – Any data or information (including personal data) that Customer or its Authorized Users provide, upload, or input into the Shipslog Products and Services in the course of using those services, and any data output, reports, or records derived from such data through the use of the Shipslog Products and Services.
Customer Intellectual Property – Any Confidential Information, data, business requirements, materials, and intellectual property that is owned or licensed by Customer and provided to Shipslog in connection with this Agreement. Customer Intellectual Property includes, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of Customer in such materials. In all cases, Customer Intellectual Property excludes any Shipslog Intellectual Property.
Customer Provided Materials – Any materials, data, technology, or information supplied or made available by Customer to Shipslog under this Agreement for use in providing the Shipslog Products and Services.
Data Protection Laws – The European Union General Data Protection Regulation (EU GDPR) 2016/679 and any applicable laws or regulations on data protection or privacy in relevant jurisdictions, including local laws implementing or supplementing the GDPR.
Data Processing Agreement (DPA) – A separate agreement or addendum between Shipslog and Customer that governs the processing of personal data by Shipslog on behalf of Customer in connection with the Shipslog Products and Services, in compliance with Data Protection Laws (including terms required by GDPR such as standard contractual clauses for international transfers, if applicable).
Documentation – The user manuals, technical specifications, knowledge base articles, and other documentation made available by Shipslog that describe the operation, use, or maintenance of the Shipslog Products and Services.
Personal Data, Data Controller, Data Processor, Data Subject, Process/Processing, Special Categories of Personal Data – Each has the meaning given to it under the applicable Data Protection Laws (and if not defined therein, then the meaning given under the GDPR).
Schedule – A mutually agreed ordering document (such as an order form, quotation, or statement of work) that is executed by both Parties (or electronically accepted by Customer, if applicable) and that references this Agreement. The Schedule specifies the particular Shipslog Products and Services being licensed, subscribed, or purchased by Customer, including relevant details such as scope, fees, and the term of service.
Subscription Term – The initial term (and any renewal term) of a subscription for Shipslog Products and Services, as set out in the applicable Schedule.
Term – The duration of this Agreement or a specific Schedule. In the context of the overall Agreement, it refers to the period during which the Agreement is in effect. In the context of a Schedule, it refers to the period during which the Shipslog Products and Services are provided under that Schedule (e.g., the Subscription Term and any renewals).
Third-Party Products – Any products, software, hardware, services, content, or other materials that are provided by an entity other than Shipslog and its Affiliates. Third-Party Products may include third-party web services, applications, or tools that interoperate with the Shipslog Products and Services, and may be either separate from or integrated with Shipslog’s offerings.
(Other capitalized terms used in this Agreement are defined in the context in which they appear or in the Schedule. In case of any ambiguity, definitions in the Data Protection Laws or other applicable law may be used as guidance.)
2. Introduction
2.1 This Master Agreement (hereinafter the “Agreement”) is made between Shipslog AS, a company incorporated in Norway with organization number 929 046 935 and registered address at Inges gate 2 R, 0196 Oslo, Norway (hereinafter “Shipslog”), and the client entity accepting this Agreement (the “Customer”). This Agreement is effective as of the date set forth in the applicable Schedule referencing these terms. It specifies the terms and conditions agreed between Shipslog and Customer as the foundation for Customer’s use of Shipslog’s software-as-a-service solutions for fleet management and ISM system management, as further defined in the applicable Addendums and Schedules.
2.2 The Agreement may incorporate additional terms in the form of addendums or attachments that apply to specific Shipslog Products and Services (for example, a Data Processing Agreement or service level terms), as identified in or attached to a Schedule. Any such Addendum that is referenced in a Schedule and executed by both Parties will be deemed part of this Agreement. In case of any conflict between an Addendum and this master document, the provisions of the Addendum will prevail to the extent of that conflict (subject to the Order of Precedence in Section 12.4).
3. Ordering and Delivery
3.1 This Agreement governs the relationship between Shipslog and Customer. An Affiliate of Customer is not automatically entitled to obtain Shipslog Products and Services under this Agreement unless explicitly permitted. If Customer or Shipslog wants to extend the benefit of this Agreement to a Customer’s Affiliate, that Affiliate may be required to sign a separate participation agreement or Schedule agreeing to be bound by these Terms and Conditions (as if it were an original party to the Agreement).
3.2 Any terms or conditions that appear on a purchase order, invoice, confirmation, or other business form used by Customer will have no effect with respect to the subject matter of this Agreement, even if the form is accepted or processed in the ordinary course of business. The terms of this Agreement (including Schedules and any Addendums) constitute the complete agreement between the Parties for the Shipslog Products and Services and shall supersede and control over any additional or inconsistent terms in any such documents.
3.3 Shipslog will deliver or make available the Shipslog Products and Services by electronic means. All Shipslog services and software are provided electronically (e.g. via online access or download); no physical media or on-site installation by Shipslog is required unless otherwise agreed. If any software or deliverable is to be provided to Customer, delivery is deemed complete when Shipslog provides electronic access (such as by download link, login credentials, or other electronic transmission) to Customer. At that point, Customer is responsible for downloading, accessing, or using the software or service. All risk of loss or damage to any copies of software transfers to Customer upon electronic delivery. Shipslog’s obligation to deliver shall be fulfilled upon such electronic delivery. The Products and Services will thereafter be maintained and accessible by Customer subject to the terms of this Agreement.
4. Confidential Information
4.1. Confidentiality Obligations
When a Party (the “Disclosing Party”) discloses Confidential Information to the other Party (the “Receiving Party”), the Receiving Party agrees to: (a) hold the Confidential Information in strict confidence and not disclose it to any third party except as permitted in this Agreement; and (b) use the Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party may disclose Confidential Information only to its employees, officers, agents, consultants, contractors, or Affiliates who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party will be responsible for any breach of confidentiality by any person receiving Confidential Information under its authority.
4.2. Compelled Disclosure
If the Receiving Party is required by law, regulation, or valid legal process (such as court order or governmental demand) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing of such requirement. This is to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of Confidential Information which it is legally required to disclose and will use commercially reasonable efforts to ensure that the disclosed information is treated confidentially by the receiving authority or entity.
4.3. Exclusions
Confidential Information does not include information that: (i) has been authorized in writing by the Disclosing Party for unrestricted release or disclosure; (ii) was already in the Receiving Party’s lawful possession or knowledge without confidentiality obligations prior to disclosure by the Disclosing Party; (iii) is or becomes publicly known through no wrongful act or breach of this Agreement by the Receiving Party (for example, information that is publicly available in published sources); (iv) is lawfully received by the Receiving Party from a third party without any obligation of confidentiality, provided that the third party, to the Receiving Party’s knowledge, did not obtain the information through a breach of a confidentiality obligation; or (v) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
4.4. Retention of Rights; Feedback
The Disclosing Party retains all rights to its Confidential Information. Nothing in this Agreement will be construed as obligating the Disclosing Party to disclose any particular information, or as granting any rights (by license or otherwise) to the Receiving Party with respect to the Disclosing Party’s Confidential Information, except as expressly set forth herein. This Agreement will not prevent Shipslog from using any general knowledge, skills, or experience gained in the course of providing Products and Services to Customer, provided that in doing so Shipslog does not disclose Customer’s Confidential Information. Customer agrees that Shipslog is free to use any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its users relating to the Shipslog Products and Services for any purpose, without obligation or restriction of any kind, provided that such feedback does not include any Confidential Information of Customer that is not inherent in the use of the Shipslog Products and Services.
4.5. Return or Destruction
Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control, including all copies and extracts thereof. If destroyed, the Receiving Party will certify such destruction in writing upon request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or for routine backup and archival purposes, provided that any retained Confidential Information remains subject to the confidentiality obligations of this Agreement.
4.6. Remedies and Survival
The Parties acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each Party thus agrees that the other Party will have the right to seek injunctive or other equitable relief (in addition to any other rights and remedies available) in the event of any breach or threatened breach of this Section 4. The obligations of confidentiality in this Section 4 shall survive the expiration or termination of this Agreement. For Confidential Information that constitutes a trade secret, as well as for source code or software provided by Shipslog (including related documentation) and for the material financial terms of this Agreement, the confidentiality obligations hereunder shall continue for so long as such information remains a trade secret or confidential (even after the 5-year period below). For all other Confidential Information, the confidentiality obligations shall remain in effect for a period of five (5) years from the date Facsimile: 1-508-823-8856 date of initial disclosure.
5. Fees
5.1. Fees and Taxes
Customer shall pay all fees for the Shipslog Products and Services as set forth in the applicable Schedule (or other ordering document). All fees are due in the currency specified in the Schedule (or invoice). Unless expressly stated otherwise, fees are exclusive of value added tax (VAT), goods and services tax (GST), sales tax, and any other similar taxes or governmental charges. Customer is responsible for paying any applicable Taxes, duties, or charges imposed on the transactions under this Agreement, other than taxes on Shipslog’s income. If Shipslog is required to collect any such Taxes from Customer, Shipslog will itemize them on the invoice or billing statement, and Customer shall pay such amounts unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.
5.2. Invoicing and Payment
Except as otherwise provided in a Schedule, Shipslog will invoice Customer for fees in accordance with the payment schedule or milestones set out in the Schedule. Customer agrees to pay all undisputed amounts in each invoice by the due date specified therein (or, if no date is specified, within thirty (30) days from the invoice date). If Customer in good faith disputes any portion of an invoice, Customer shall notify Shipslog in writing before the payment due date and provide details of the dispute. The Parties will cooperate in good faith to resolve any billing disputes promptly. Customer shall pay any undisputed amounts on time. Shipslog reserves the right to charge interest on any overdue undisputed amount at the rate permitted by law (or, if no maximum is specified by law, at an interest rate of 1% per month) from the date due until paid. In addition, Customer shall reimburse Shipslog for any reasonable costs (such as legal fees and collection agency charges) incurred by Shipslog in collecting overdue amounts. If Customer’s account is overdue (and not subject to a reasonable and good faith dispute), Shipslog may, after giving seven (7) days’ prior written notice and opportunity to cure, suspend provision of the Shipslog Products and Services without liability until such overdue amounts are paid in full.
5.3. Non-Cancelable & Non-Refundable
Except as expressly provided in this Agreement or in an Addendum, all fee obligations are non-cancelable and all amounts paid are non-refundable. Customer is responsible for the payment of fees for the entire Subscription Term of each Schedule, even if actual usage is less than anticipated or if Customer stops using the Shipslog Products and Services during the Term. In the event Customer terminates a Schedule or this Agreement for Shipslog’s uncured material breach under Section 10.3, any prepaid fees for the terminated portion of the Subscription Term will be refunded on a pro-rata basis. Except for the foregoing or as otherwise explicitly stated in an Addendum (e.g., a Service Level Agreement credit or a Data Processing Agreement provision), no refunds will be provided for any termination or reduction in usage.
5.4. Price Adjustments
Shipslog may adjust its standard fees or pricing for its Products and Services from time to time. Unless otherwise stated in a Schedule, any pricing adjustments will take effect upon the start of a renewal Subscription Term. Shipslog will give Customer reasonable notice (for example, at least 60 days) prior to any price increase for a renewal term. Any annual or periodic increases in fees will be reasonable and in line with industry norms; for example, such increases may reflect inflation or rising costs (and will generally not exceed the percentage increase in the European Consumer Price Index or a similar inflation index over the relevant period, unless additional features or services are added). If Customer objects to a price increase for a renewal term, Customer may choose not to renew by providing a timely notice of non-renewal in accordance with Section 10.2. All fees and pricing terms agreed in a Schedule shall remain in effect for the initial Subscription Term of that Schedule. Taxes and duties applicable under Section 5.1 may change as required by law and will be applied accordingly.
6. Title to Intellectual Property
Shipslog retains all rights, title, and interest, including all intellectual property rights (such as copyrights, database rights, patents, patent applications, trade secrets, trademarks, and any other proprietary rights), in and to the Shipslog Products and Services, the Shipslog Software, and all related or underlying technology, materials, and Documentation, as well as any enhancements, modifications, or derivative works thereof (collectively, “Shipslog Technology”). No rights or licenses are granted to Customer under this Agreement other than the limited right to access and use the Shipslog Products and Services as expressly set forth in the applicable Schedule or Documentation. Customer acknowledges that it is obtaining only a limited right to use the Shipslog Products and Services and that no ownership rights are being conveyed to Customer. All rights not expressly granted by Shipslog are reserved.
7. Third-Party Products
Shipslog may make available or recommend Third-Party Products for use in conjunction with the Shipslog Products and Services (for example, third-party applications or tools that integrate with Shipslog’s platform). However, under no circumstances will Shipslog be responsible or liable for any Third-Party Products unless explicitly agreed in a separate written agreement. Any Third-Party Products are provided on an “as is” and “as available” basis solely under the terms of the third-party provider, and Shipslog makes no representations or warranties of any kind regarding such third-party offerings. Customer’s use of Third-Party Products (even if they are accessible through Shipslog’s interface or resold by Shipslog) is at Customer’s own risk and subject to any terms and conditions between Customer and the third-party provider. Shipslog will not be liable for any damages or losses arising from or related to Third-Party Products or services, and no indemnity or support obligation of Shipslog under this Agreement shall apply to Third-Party Products. This exclusion of liability applies unless and only to the extent that a Third-Party Product is expressly identified in a Schedule or Addendum as being covered by Shipslog under this Agreement (in which case Shipslog’s liability or obligations would be as defined in that Schedule or Addendum).
8. Indemnification
8.1. Indemnity by Shipslog (Intellectual Property)
Shipslog shall defend Customer against any claim, demand, suit, or proceeding made or brought by a third party alleging that Customer’s use of the Shipslog Products and Services (as permitted under this Agreement) infringes or misappropriates a valid patent, copyright, or trade secret of a third party in a jurisdiction where the Shipslog Products and Services are provided or used as authorized (“Infringement Claim”). Shipslog will indemnify and hold Customer harmless from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of such Infringement Claim, or for amounts agreed to in a monetary settlement of the Infringement Claim made by Shipslog. In the event of any such claim, Shipslog may, at its option and expense, seek to: (i) procure for Customer the right to continue using the affected Shipslog Products and Services; (ii) modify or replace the Shipslog Products and Services (or the infringing component) to be non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not feasible on commercially reasonable terms, terminate Customer’s use of the affected Shipslog Products and Services and refund to Customer any prepaid fees covering the remainder of the term of the affected Services after the date of termination.
8.2. Limitations on Shipslog’s Indemnity
Shipslog will have no obligation under Section 8.1 or any liability for any claim of infringement or misappropriation to the extent the claim arises from: (a) any modification of the Shipslog Products and Services by anyone other than Shipslog or its authorized subcontractors, if the claim would have been avoided but for such modification; (b) Customer’s use of the Shipslog Products and Services in breach of this Agreement or in a manner not in accordance with the Documentation (including any use outside the scope of the license or rights granted in the Schedule); (c) Customer’s failure to use an update, fix, or patch for the Shipslog Software or Services that would have avoided the infringement claim, provided Shipslog made such update or fix available to Customer; or (d) the combination, operation, or use of the Shipslog Products and Services with equipment, software, services, or data not supplied by Shipslog, if the infringement would not have occurred but for such combination. Shipslog’s obligations under Section 8.1 also do not apply to the extent an infringement claim is based on any features or components that were designed or specified by Customer (i.e. per Customer’s requirements) and not part of Shipslog’s standard offerings. THIS SECTION 8.1 STATES SHIPSLOG’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION CLAIMS.
8.3. Indemnity by Customer
Customer shall defend Shipslog and its Affiliates against any claim, demand, suit, or proceeding made or brought by a third party: (i) alleging that any Customer Data or other materials provided by Customer (including any data which Customer or its Authorized Users input into or transmit through the Shipslog Products and Services) infringes, misappropriates, or violates the intellectual property rights, privacy rights, or other rights of a third party; or (ii) arising from Customer’s or its Authorized Users’ use of the Shipslog Products and Services in breach of this Agreement or in violation of applicable law (each a “Claim Against Shipslog”). Customer will indemnify and hold harmless Shipslog and its officers, directors, and employees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Shipslog as a result of a Claim Against Shipslog, or for amounts agreed to in a monetary settlement of such a claim made by Customer.
8.4. Limitations on Customer’s Indemnity
Customer will not be liable for any claim under Section 8.3 to the extent the claim arises from: (a) modifications to the Customer Data or materials by Shipslog without Customer’s authorization, if the claim would not have arisen but for such modifications; (b) Shipslog’s failure to use specifications, instructions, or materials provided by Customer that would have rendered the Customer Data non-infringing (provided Customer had given clear written notice of such specifications or materials); or (c) the combination of Customer Data with Shipslog’s own products or third-party products or services, where the claim would not have arisen but for such combination. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THIS SECTION 8.3 (TOGETHER WITH 8.4) STATES THE ENTIRE LIABILITY OF CUSTOMER, AND THE EXCLUSIVE REMEDY OF SHIPSLOG, WITH RESPECT TO ANY THIRD-PARTY CLAIMS DESCRIBED IN SECTION 8.3.
8.5. Indemnification Procedures
The obligations of the indemnifying Party under Sections 8.1 or 8.3 are conditioned upon the indemnified Party: (a) promptly giving written notice of the third-party claim to the indemnifying Party (provided that a failure to give prompt notice will relieve the indemnifying Party of its indemnification obligations only to the extent that the delay materially prejudices the defense); (b) giving the indemnifying Party sole control of the defense and settlement of the claim (except that the indemnifying Party may not settle any claim without the indemnified Party’s prior written consent unless it unconditionally releases the indemnified Party of all liability, and such consent shall not be unreasonably withheld or delayed); and (c) providing to the indemnifying Party, at the indemnifying Party’s expense, all reasonable cooperation and assistance in the defense or settlement of such claim. The indemnified Party may participate in the defense of the claim at its own expense with counsel of its choosing, but the indemnifying Party shall have the right to control the defense and settlement.
8.6. Additional Exclusions for Shipslog
In addition to the exclusions stated in Section 8.2, Shipslog’s obligations in Section 8.1 do not apply to claims based on the use of any Shipslog Product or Service provided on a no-charge or evaluation basis. Shipslog provides such services “as is,” without indemnity.
9. Limitation of Liability
9.1. Limitation Period for Claims
Neither Party shall be liable for any claim arising from or relating to this Agreement or the Shipslog Products and Services that is brought (filed) more than two (2) years after the claiming Party first became aware (or should have become aware) of the facts giving rise to the claim. Furthermore, neither Party shall be liable for any loss, damage, or event for which notice was not provided by the claiming Party to the other Party in writing within ninety (90) days after the occurrence of the event (or after the claiming Party became aware of the event). This Section 9.1 does not apply to claims for non-payment or breach of confidentiality obligations.
9.2. Exclusion of Certain Damages
EXCEPT FOR (A) A BREACH OF SECTION 4 (CONFIDENTIAL INFORMATION) OR CUSTOMER’S BREACH OF SHIPSLOG’S INTELLECTUAL PROPERTY RIGHTS, OR (B) LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, NEITHER PARTY (NOR, IN THE CASE OF SHIPSLOG, ITS SUPPLIERS OR LICENSORS) SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing exclusion includes, without limitation, damages for lost profits or revenue, loss of use, loss of data, cost of substitute services, or business interruption.
9.3. Cap on Liability
EXCEPT FOR THE SPECIFIC EXCEPTIONS IDENTIFIED IN THE FIRST SENTENCE OF SECTION 9.2 ABOVE, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SHIPSLOG PRODUCTS AND SERVICES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO SHIPSLOG FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If the claim relates to a specific Shipslog Service or product, liability will be limited to the fees for that Service/product (and not, for example, the fees for all Services under this Agreement). The existence of multiple claims or incidents will not enlarge this cap. This Section 9.3 will not limit Customer’s obligation to pay all fees owed under any Schedule.
9.4. Nature of Claims and Fundamental Breach
The limitations and exclusions of liability in this Section 9 shall apply to all causes of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and whether arising out of a breach of contract, breach of warranty, repudiation, statutory duty, or any other cause. The Parties agree that the limitations and exclusions of liability in this Agreement represent a fair allocation of risk between the Parties and form an essential basis of the bargain, and that Shipslog’s fees for the Products and Services reflect this allocation.
10. Term and Termination
10.1. Term of Agreement
This Agreement shall commence on the Effective Date (as defined in Section 2.1) and, unless earlier terminated in accordance with this Section 10, shall continue in effect for as long as any Schedule remains in effect between the Parties. Each Schedule will have its own term as specified therein. Termination or expiration of any individual Schedule shall not, by itself, terminate this master Agreement or any other Schedule, unless expressly stated.
10.2. Renewal of Subscription Services
Each Schedule that provides for a subscription to Shipslog Products and Services will specify an initial subscription term (for example, one year, three years, etc.). Unless otherwise stated in the Schedule, subscriptions will automatically renew for successive periods equal in duration to the initial term (or one year, if the initial term is longer than one year) unless either Party gives the other Party written notice of non-renewal at least six (6) months prior to the end of the then-current term. Any renewal shall be subject to the applicable fees and terms in effect at the time of renewal, which may be adjusted as per Section 5.4 (Price Adjustments) or as otherwise agreed by the Parties in writing.
10.3. Termination for Cause
Either Party may terminate this Agreement or any individual Schedule (a) immediately upon written notice to the other Party if the other Party becomes insolvent, is adjudicated bankrupt, or makes an assignment for the benefit of creditors, or if a receiver or administrator is appointed for the other Party (to the extent such termination is permitted by applicable law); or (b) by giving written notice to the other Party of a material breach of this Agreement (including any Addendum or Schedule) and the other Party fails to cure such breach within thirty (30) days after receipt of the notice describing the breach. In the case of a breach by Customer, Shipslog may elect to suspend the affected Service during the cure period if the breach is causing harm (e.g., violation of acceptable use or non-payment), without waiving the right to terminate if not cured. If a breach is not cured within the specified cure period (or any extended cure period agreed in writing), the non-breaching Party may terminate this Agreement and/or any affected Schedule by providing written notice of termination.
10.4. Effects of Termination
Upon termination or expiration of this Agreement, all Schedules (unless otherwise agreed) will terminate, and Customer shall promptly cease all use of the Shipslog Products and Services (except to the extent reasonably necessary to wind down its use, e.g., to export Customer Data as allowed by Shipslog). Termination of this Agreement or any Schedule shall not relieve Customer of its obligation to pay any fees accrued or due prior to the effective date of termination. No Refunds: Except as expressly provided otherwise in this Agreement, if this Agreement or any Schedule is terminated, Shipslog shall not be obligated to refund any fees paid in advance for the remaining portion of a subscription or license term. In particular, if Customer terminates this Agreement or any Service for convenience (or if Shipslog terminates due to Customer’s breach), Customer remains responsible for any unpaid fees for the then-current term and any committed renewal term, and any amounts invoiced for Services provided up to the termination date shall become immediately due and payable. If Shipslog terminates this Agreement or any Schedule as a result of an uncured material breach by Customer, all fees that would have been payable for the remaining term of all affected Schedules shall become immediately due and payable as of the termination date. If Customer terminates this Agreement or a Schedule due to Shipslog’s uncured material breach under Section 10.3, then Customer’s payment obligation for any future period of the term will be extinguished and, if Customer has pre-paid any fees for the period after the termination effective date, Shipslog will refund such pre-paid fees on a pro-rata basis.
10.5. Post-Termination Assistance
In the event of any termination or expiration of a SaaS subscription, Shipslog will, upon Customer’s request, make Customer Data available for retrieval in accordance with Shipslog’s standard procedures (for example, providing an export file or leaving the service accessible in read-only mode for a limited time). After such period (or if Customer does not request retrieval), Shipslog will delete or anonymize Customer Data in accordance with its data retention and deletion policies, subject to any retention required by law or as specified in the Data Processing Agreement.
11. Dispute Resolution
11.1. Good Faith Negotiations
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination (a “Dispute”), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior management of each Party. Either Party may give the other Party written notice of any Dispute not resolved in the normal course of business. Within fifteen (15) days after such notice, the Parties shall each appoint a representative from senior management who does not directly work on the day-to-day business related to the Dispute. These representatives shall meet (in person or via teleconference/videoconference) and attempt to resolve the Dispute. If necessary, they shall schedule additional meetings or discussions to attempt to reach a resolution. Each Party shall cooperate in good faith with the other to schedule and conduct such discussions.
11.2. Escalation and Formal Proceedings
If the Parties are unable to resolve the Dispute through the informal negotiation process described in Section 11.1 within thirty (30) days (or a mutually agreed extended period) from the initial notice of the Dispute, then either Party may initiate formal legal proceedings in accordance with Section 12.19 (Governing Law and Jurisdiction). Neither Party may commence formal litigation (except for injunctive relief as set forth below) until the earlier of: (a) the conclusion of the 30-day negotiation period (or agreed extension) after notice of Dispute, or (b) a good faith determination by the appointed senior representatives that an agreement cannot be reached. Nothing in this Section 11 shall prevent either Party from seeking immediate injunctive or equitable relief from a court of competent jurisdiction if necessary to prevent irreparable harm (for example, to protect intellectual property or Confidential Information) or to preserve the status quo pending resolution of the Dispute.
12. General Terms
12.1. Customer’s Administrator and Contacts
Customer shall designate at least one (1) individual (and an optional backup) as an administrator who will serve as the primary point of contact with Shipslog for matters relating to the use and support of the Shipslog Products and Services (the “Shipslog Administrator”). The Shipslog Administrator should be knowledgeable about Customer’s use of the Shipslog Services and have the authority to make requests on behalf of Customer (e.g., to request service changes or report issues). Shipslog will be entitled to rely on communications from the Shipslog Administrator as authorized by Customer. Customer is responsible for keeping the contact information of its Shipslog Administrator(s) current with Shipslog.
12.2. Amendments
This Agreement may only be modified or amended by a written document executed by authorized representatives of both Parties. The requirement for “written” consent or agreement in this Section also allows for agreed electronic forms (such as a digitally signed document or an email exchange where both Parties explicitly agree to the amendment). No unilateral change proposed by either Party (including any terms included on Customer’s purchase orders or Shipslog’s invoices, except specifically negotiated terms in a Schedule) will amend or supersede any part of this Agreement.
12.3. Force Majeure
Except for payment obligations under Section 5 and the confidentiality obligations under Section 4, neither Party will be liable for any failure or delay in performing its obligations under this Agreement if and to the extent that such failure or delay is caused by circumstances beyond the reasonable control of that Party, including but not limited to acts of God, flood, fire, earthquake, pandemic or epidemic, war, terrorism, governmental actions, labor disputes or strikes (except of that Party’s own employees), internet or telecommunications failures, power outages, or other causes beyond that Party’s reasonable control (each, a “force majeure event”). If a force majeure event occurs, the affected Party shall promptly notify the other Party and make reasonable efforts to mitigate the effects of the event. To the extent that performance is prevented or substantially hindered by the force majeure event, the affected obligations shall be suspended for the duration of the event. If such circumstances continue and make it substantially burdensome for a Party to fulfill its obligations under this Agreement, that Party may terminate this Agreement (or the affected Schedule) by giving one (1) month’s written notice to the other Party. Such termination will not constitute a breach of this Agreement. In the event of termination due to force majeure, Customer will be liable for fees for any Shipslog Products and Services provided up to the effective termination date, and neither Party will have further liability arising from the termination (other than obligations which by their nature are intended to survive).
12.4. Order of Precedence
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Data Processing Agreement (if one is in place between the Parties); (2) the applicable Schedule (including any special terms expressly stated in that Schedule); (3) any applicable Addendum or service-specific terms (other than the DPA) that is attached to or incorporated into this Agreement; and (4) this Standard Terms and Conditions document. In the case of a conflict between two Schedules or Addendums, the one later in date (more recent) shall control for that conflict unless otherwise stated. Purchase Orders or other documents supplied by Customer shall not modify or override the terms of this Agreement, and any terms therein are hereby rejected, except to the extent that the Parties expressly agree in writing to such additional terms.
12.5. Independent Contractors
The relationship of Shipslog and Customer established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, franchise, fiduciary, or agency relationship between the Parties. Neither Party is an agent of the other, nor is either Party authorized to make any representations, contract, or commitment on behalf of the other.
12.6. Data Privacy and Processing
Each Party agrees to comply with applicable Data Protection Laws in the performance of this Agreement. To the extent that Shipslog will process any personal data on behalf of Customer as part of providing the Shipslog Products and Services, the Parties shall enter into a Data Processing Agreement (DPA) that meets the requirements of GDPR Article 28 and applicable privacy laws. The DPA (which may be in the form of an Addendum to this Agreement or a separate agreement referenced in a Schedule) shall govern such processing of personal data. Shipslog will process personal data received from Customer only for the purposes of providing the Products and Services and in accordance with the DPA and Customer’s lawful instructions. Shipslog shall implement appropriate technical and organizational measures to protect personal data, as further detailed in the DPA. In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the provisions of the DPA shall prevail.
12.7. Customer Data and Use Obligations
Customer represents and warrants that: (i) it has obtained all necessary rights, permissions, and consents to transfer or provide any Customer Data to Shipslog for processing, and for Shipslog to legally process and/or transfer (including internationally) such data in accordance with this Agreement; (ii) Customer’s use of the Shipslog Products and Services (and all Customer Data stored or processed therein) will comply with all applicable laws and regulations, including but not limited to data protection laws (such as GDPR) and export control laws; (iii) Customer is responsible for all activities that occur under its accounts by its Authorized Users, and any actions taken by Customer’s employees or agents in using the Shipslog Services shall be deemed actions of Customer; and (iv) Customer and its users will not use the Shipslog Products and Services to transmit, store, or process any content or materials that are unlawful, libelous, harassing, infringing, or invasive of privacy, or in a manner that violates the rights of any individual or third party. Customer shall not use the Shipslog Services to send unsolicited communications in violation of applicable anti-spam laws or to knowingly transmit any viruses, malware, or harmful code.
12.8. Assignment
Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law, change of control, or otherwise, without Shipslog’s prior written consent (such consent not to be unreasonably withheld). Any attempted assignment in violation of this section shall be null and void. Shipslog may assign or transfer this Agreement (in whole or in part) to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates, upon written notice to Customer. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
12.9. Export Compliance
The Shipslog Products and Services, including any software and technical information, may be subject to export control laws and regulations of Norway, the European Union, the United States, and other jurisdictions. Customer represents that it is not named on any government denied-party or sanctions list, and Customer will not permit any Authorized User to access or use any Shipslog Product or Service in a U.S.-embargoed country or region or in violation of any applicable export law or regulation. Customer shall be responsible for compliance with applicable export control and sanctions regulations in its use of the Shipslog Services. If any license or governmental authorization is required for the export or re-export of the Shipslog software or technology, such license must be obtained by Customer prior to any such export or re-export. Shipslog reserves the right to suspend its obligations under this Agreement if Customer’s use of the Products and Services would violate applicable export laws.
12.10. Audit Rights
Shipslog (or its authorized representative) may, upon at least thirty (30) days’ prior written notice to Customer, conduct an audit to verify that Customer’s use of the Shipslog Products and Services complies with the terms of this Agreement and the applicable Schedule (for example, to verify that Customer has not exceeded user counts or other usage limits). Any such audit will be conducted during Customer’s normal business hours and in a manner that minimizes disruption to Customer’s operations. Shipslog may conduct the audit remotely (for example, by requesting records or using built-in usage tracking features) or, if necessary, on-site at Customer’s relevant facilities. Customer agrees to reasonably cooperate with any such audit and to provide access to the relevant records, systems, and personnel as reasonably required. If an audit reveals that Customer has exceeded the usage permitted by an applicable Schedule, Shipslog will invoice Customer for any such overuse (at the rates specified in the Schedule or, if not specified, at Shipslog’s standard rates) and Customer agrees to pay such fees promptly. If the audit reveals a material non-compliance, Customer shall also reimburse Shipslog for the reasonable cost of the audit. All information collected in such audit will be used solely for the purpose of verifying compliance and enforcing Shipslog’s rights.
12.11. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months after its termination or expiration, neither Party will, without the prior written consent of the other Party, solicit or attempt to solicit for employment any person who is an employee of the other Party and who became known to the soliciting Party in connection with the performance of this Agreement. This restriction shall not prevent a Party from hiring an individual who responds to a general public advertisement or who otherwise initiates contact on their own without solicitation.
12.12. No Interference / No Competitive Use
Each Party agrees that, during the term of this Agreement, it will not induce or influence (or attempt to induce or influence) any customer, supplier, licensor, licensee, or other business relation of the other Party to discontinue or reduce the extent of its relationship with the other Party, where such relationship became known to the influencing Party through this Agreement. Additionally, Customer shall not use the Shipslog Products and Services to develop or enhance, directly or indirectly, any product or service that competes with Shipslog’s offerings. Customer will not permit any third party to access the Shipslog Products and Services for the purpose of building or supporting a competitive product or service. These covenants are considered reasonable and necessary to protect the legitimate interests of the Parties.
12.13. Publicity
Customer agrees that Shipslog may include Customer’s name and logo in lists of Shipslog’s customers, on its website, or in promotional materials (including case studies or press releases) indicating that Customer is a client of Shipslog, provided that such use is in accordance with any brand guidelines Customer provides. Shipslog will not reveal any Confidential Information of Customer in any public announcement or press release without Customer’s prior consent. Customer grants to Shipslog a limited, non-exclusive, royalty-free license during the term of this Agreement to use and display Customer’s name, logo, and trademarks solely for the purposes described in this Section. Any other publicity by either Party regarding the relationship (such as a joint press release) will be subject to mutual prior written consent.
12.14. Counterparts; Electronic Signatures
This Agreement, and any Schedule or amendment hereto, may be executed in counterparts, which taken together will constitute one and the same instrument. Signatures transmitted by facsimile, by email of a PDF, or via an electronic signature service (e.g., DocuSign) shall be deemed original signatures and are legally binding. The Parties acknowledge and agree that this Agreement may be entered into electronically, and that any electronic signatures or expressions of consent are intended to authenticate this writing and to have the same force and effect as manual signatures.
12.15. Notices
All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally (including by courier) to the Party’s address specified in the Schedule or such other address as a Party designates in writing; (b) when sent by email to the email address specified by the receiving Party as a notice address or to a known business contact (provided that no error message is received and a copy of the notice is also sent by another method allowed here); or (c) on the fifth business day after being mailed by registered or certified mail (airmail if international) with postage prepaid and return receipt requested, to the address of the other Party as specified in the Schedule or as updated by notice. Notices to Shipslog shall be sent to the attention of “Legal Department” at its registered address (with an email copy to an official contact email, if provided by Shipslog). Each Party agrees to promptly inform the other of any change in its address or contact information for notices. For contractual communications (such as notices of breach or termination), email alone is not sufficient – such notices should be confirmed by physical delivery (personal delivery, courier, or mail). Shipslog will confirm receipt of any notice from Customer within five (5) business days via email or telephone.
12.16. Headings
The section and paragraph headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. All references to “Sections” or “subsections” refer to sections of this Agreement, unless stated otherwise.
12.17. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to effect the intent of the Parties, and the remaining provisions of this Agreement shall remain in full force and effect. The Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, as closely as possible, the original intent and economic effect of the invalid provision.
12.18. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any third party (including any employee of either Party) any legal or equitable right, benefit, or remedy of any nature whatsoever, and no person or entity other than the Parties shall be deemed an intended third-party beneficiary of this Agreement.
12.19. Governing Law and Jurisdiction
This Agreement and any disputes arising out of or relating to this Agreement or the Shipslog Products and Services shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Parties irrevocably agree that the courts of Norway shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. Each Party consents to the exclusive jurisdiction of the ordinary courts located in Oslo, Norway, and waives any objections to the jurisdiction or venue of such courts, including objections based on inconvenient forum. Notwithstanding the foregoing, either Party may seek interim injunctive relief or other provisional measures in any court of competent jurisdiction, if necessary, to protect its rights or property pending the final resolution of a dispute.
12.20. Survival
Any provision of this Agreement that, by its nature, is intended to survive expiration or termination of this Agreement (including, but not limited to, provisions relating to Confidential Information (Section 4), Fees (to the extent of amounts due and owing), Intellectual Property and ownership (Section 6), Third-Party Products (Section 7), Indemnification (Section 8), Limitation of Liability (Section 9), and Governing Law & Jurisdiction (Section 12.19), as well as this Survival clause) shall survive the termination or expiration of this Agreement, and shall continue to bind the Parties and their permitted successors and assigns.
12.21. Entire Agreement
This Agreement, including all Schedules and Addendums (such as any Data Processing Agreement) and any documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings, and representations, whether written or oral, relating to that subject matter. Each Party acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and not in reliance upon any promise, representation, warranty, or other assurance not expressly incorporated into this Agreement. In the event of any inconsistency between the main body of this Agreement and any Schedule or Addendum, the terms of the Schedule or Addendum (as applicable) shall prevail with respect to the subject matter of that Schedule or Addendum, subject to the order of precedence set forth in Section 12.4 above. This Agreement may be executed in English or in both English and Norwegian; however, the English version shall govern for purposes of interpretation (unless otherwise required by law).