General Terms and Conditions for Sustainable Ships
These general terms and conditions shall apply to all consultancy services proposed or provided by the Sustainable Ships crew and platform, which are delivered entirely or partially to the Client - a person, organization or user of Sustainable Ships’ services or platform - referred to as Client.
Sustainable Ships is an on demand consultancy that provides advice on maritime sustainability. It cannot guarantee the results or outcome of said advice on Client’s organization or asset. Sustainable Ships will not be held responsible for any damages that arise from using the information provided by its Crew or on its Platform.
Any and all information uploaded by Sustainable Ships or client onto the Sustainable Ships platform is done so with the knowledge that this will be publicly available and does not hold any confidential information.
If information is uploaded by Client, it is the Client’s responsibility to ensure its stakeholders, shareholders, employer or any parties that might have interest in the information uploaded by client are informed and agree to sharing.
The Sustainable Ships brand and platform is wholly owned by Mister Sustainability under Dutch Law (KvK-number 76925919).
1. DEFINITIONS
In these General Terms and Conditions, the following definitions are applicable:
“Client” means the person, organisation or company with whom the Contract is entered into;
“Consultant” or “Sustainable Ships” means the user of these Terms and Conditions including Crew affiliated to the platform;
“Crew” means any person formally designated by Sustainable Ships to provide advice on the Sustainable Ships platform;
“Platform” means both the externally available website of Sustainable Ships, the internal virtual office and storage facilities where information is stored, as well as the Crew itself. It is the overall eco-system of Sustainable Ships’ knowledge and reach. However, for most use cases only the externally available website is referred to as this is publicly available to all Users;
“Contract” means the contract between Client and Sustainable Ships which defines the scope of the Engagement and the services to be rendered by Sustainable Ships, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;
“Purchase Order” means the document (i) setting out the services to be provided by Sustainable Ships to the Client and (ii) listing any documents and the like to be provided by the Client to Sustainable Ships such that Sustainable Ships may perform the Project. The document can be in a digital form. In many instances, the invoice is the Purchase Order;
“Project” or “Advice” means the services to be provided by Sustainable Ships to the Client as specified in the Purchase Order. These include but are not limited to reports provided, tools provided, excels provided, consultations, expert sessions, advice provided via websites or other forms, verbal, written or any other kind of general advice provided by Sustainable Ships;
“the Engagement” means any agreement, in whatever form, reached between Sustainable Ships and the Client pursuant to which Sustainable Ships agrees to render services to the Client in exchange for a fee;
“Expert” means a person who provides advices on the sustainable ships platform, who does not have to be part of the Crew. It can be an external advisor, or a temporary advisor providing knowledge to the platform. An example of an Expert is a person from an external company providing information for a detailed report intended to a Client. This person can, but does not have to be a Subcontractor;
“Subcontractor” means either an affiliate or subsidiary of Sustainable Ships, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by Sustainable Ships accordingly, as evidenced by an agreement either verbally or in writing;
“Confidential Information” means any information related to the Engagement disclosed by the Client to Sustainable Ships and by Sustainable Ships to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and Sustainable Ships, respectively;
“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, floods, strikes, labour disputes, pandemic-related delays or obstructions, accidents, incidents, web-infrastructure breakdowns, economic disaster, power outages, sudden loss of life of a family member or friend, sudden acquisition of life in the form of birth, or any act in consequence of compliance with any order of any government or governmental authority, human or artificial organization;
A “Defect” shall mean any failure to meet the specifications set forth in the Purchase Order or any other requirements agreed to by the parties in writing;
“User” means a legal person that makes use of the content or services provided by Sustainable Ships’ Platform or Crew. A User can also upload and share information to the Platform. A user that pays for services provided is generally referred to as a Client;
2. GENERAL
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of Sustainable Ships to the Client and apply to all legal relationships between Sustainable Ships and the Client.
2.2 These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of Sustainable Ships to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither Sustainable Ships’ commencement of performance nor Sustainable Ships’ delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by Sustainable Ships, as well as acceptance by the Client of any provision of services from Sustainable Ships shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and Sustainable Ships, even if this is not expressly stated.
2.4 Any information shared or uploaded to Sustainable Ships platform, by either its users, Crew, Experts or Subcontractors does not reflect Sustainable Ships’ views, and Sustainable Ships does not have any obligation to monitor, edit, or review any information entered or data uploaded on the Sustainable Ships Platform. Any User is solely responsible for the content that he enters or uploads to Sustainable Ships and any material or information that the User transmits to other Users and his interaction with other Users.
2.5 The consultancy services and any information, advice, documents, or other materials provided by Sustainable Ships are intended solely for the use of the Client and its authorized representatives. The Client agrees not to reproduce, distribute, sell, or otherwise commercially exploit any such materials provided by Sustainable Ships without the express written consent of Sustainable Ships. The Client acknowledges that any unauthorized use of such materials may result in irreparable harm to Sustainable Ships for which monetary damages would be an insufficient remedy, and agrees that Sustainable Ships shall be entitled to seek injunctive relief in addition to any other available remedies at law or in equity.
3. PERFORMANCE OF THE PROJECT
3.1 Sustainable Ships shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 Sustainable Ships shall complete the Project and provide Advice with reasonable skill, care and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to Sustainable Ships, Sustainable Ships may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the Client.
3.5 Sustainable Ships may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as Sustainable Ships believes that such replacement would benefit the performance of the Engagement.
3.6 Sustainable Ships shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify Sustainable Ships that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
4. SUBCONTRACTORS
4.1 Sustainable Ships shall be free to involve Subcontractors, Crew or Experts, availing of specific expertise, in the performance of the Project, provided that Sustainable Ships shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to Sustainable Ships. If requested by the Client, Sustainable Ships shall identify these Subcontractors, specifying in each case their specific expertise.
5. CLIENT OBLIGATION
5.1 Client obligations apply to both Client and User, of which the latter is a non-paying Client but still making use of service provided by Sustainable Ships. In other words, a Client is a User but a User is not a Client.
5.2 The Client shall at all times duly make available to Sustainable Ships all information and documents that Sustainable Ships deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
5.3 The Client guarantees that Sustainable Ship’s Experts, Subcontractors or any employees can at all times work under safe conditions, in accordance with the relevant (mental) health and safety regulations and environmental rules, and shall indemnify and hold harmless Sustainable Ships against all loss, expense or damage arising from or relating to this guaranty by the Client.
5.4 The Client shall duly inform Sustainable Ships of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
5.5 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to Sustainable Ships.
6. FEES AND EXPENSES
6.1 The Client shall pay to Sustainable Ships fees at the rate specified in the Purchase Order.
6.2 Unless otherwise stated in the Contract, Sustainable Ships shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
6.3 Unless otherwise stated in the Contract, payment will be made within fourteen (14) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account mentioned in the invoice.
6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.
6.5 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to Sustainable Ships the requested information and documentation, shall be fully borne by the Client.
7. INTELLECTUAL PROPERTY
7.1 Any and all information uploaded by any User on the Sustainable Ships platform is done so with the knowledge that this will be publicly available and does not hold any confidential information. It is the User’s responsibility to ensure its stakeholders, shareholders, employer or any parties that might have interest in the information uploaded by User are informed and agree to sharing.
7.2 All intellectual property rights in any documents, data, or other materials created by Sustainable Ships and shared with or sold to the Client pursuant to the Contract, shall remain the property of Sustainable Ships unless explicitly stated otherwise in writing with the prior consent of Sustainable Ships. An example of such IP is the ‘Decarbonizer Tool’. The Client shall not be entitled to use any such materials for any purpose other than for the specific purpose of the Contract without the prior written consent of Sustainable Ships, and is not allowed to sell or otherwise disclose information to third parties.
7.3 Results generated by Sustainable Ships in a Project, including reports, other documents and materials, do not become the property of the Client unless agreed otherwise with written consent from both parties.
7.4 In case both parties agree that project results become property of the Client, Sustainable Ships shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.
8. CONFIDENTIALITY
8.1 All information on the Sustainable Ships platform is considered publicly available and used towards achieving the goal of full decarbonization of the maritime industry.
8.2 Sustainable Ships shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of Sustainable Ships; (ii) was already known by Sustainable Ships, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by Sustainable Ships from a third party on a non-confidential basis; or (iv) Sustainable Ships is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
8.3 Except with the prior written permission of Sustainable Ships, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by Sustainable Ships, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of Sustainable Ships’ methods and work strategies without Sustainable Ships’ written permission.
8.4 The provisions of this Article 8 shall apply during the term of the Contract and for a period of two (2) years thereafter.
9. LIABILITY AND INDEMNIFICATION
9.1 Sustainable Ships, and any person put forward by Sustainable Ships to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does Sustainable Ships, or any person put forward by Sustainable Ships to perform the Project including Experts or Subcontractors, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
9.2 Sustainable Ships, nor any person put forward by Sustainable Ships to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of Sustainable Ships or his employees. The Client shall indemnify Sustainable Ships accordingly.
9.3 The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by Sustainable Ships, its employees or third parties, related to the performance by Sustainable Ships of the Project, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of the Client or its employees. Sustainable Ships shall indemnify the Client accordingly.
9.4 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, Sustainable Ships’ liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
9.5 Upon discovery of any defect, Client shall promptly notify Sustainable Ships in writing of the defect and provide details of the nature of the defect, the date of discovery, and the steps taken to mitigate any damage caused by the defect.
9.6 If the defect is determined to be the result of Sustainable Ships' non-compliance with the specifications or other requirements, then Sustainable Ships shall be responsible for all costs associated with the investigation, remedy and any damages caused by the defect.
9.7 If the defect is determined to be the result of Client's non-compliance with the specifications or other requirements, then Client shall be responsible for all costs associated with the investigation, remedy and any damages caused by the defect.
10. TERM AND TERMINATION
10.1 Any times or dates set forth in the Contract for provision or completion by Sustainable Ships of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall Sustainable Ships be liable for any delay in providing these services.
10.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
10.3 If the Client issues a termination notice, the Client shall be obliged to pay Sustainable Ships a compensation equal to the agreed fees apportioned to the services already rendered by Sustainable Ships, plus any additional costs incurred by Sustainable Ships as a result of said early termination.
10.4 In case Sustainable Ships cannot be reasonably expected to complete the works due to unforeseen circumstances, Sustainable Ships may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.
11. INDEPENDANCY
11.1 Sustainable Ships shall perform the Contract as an independent contractor and shall not be the servant or agent of Client nor anyone else.
12. NOTICES
12.1 Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Purchase Order, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail within The Netherlands, on the seventh (7th) business day following the date of its mailing if sent by (registered) mail outside The Netherlands or on the next business day immediately following the date of transmission if sent by facsimile transmission.
13. OBSERVANCE OF LEGAL REQUIREMENTS
13.1 Sustainable Ships shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.
13.2 Without prejudice to the generality of Article 13.1, in carrying out his obligations under the Contract, Sustainable Ships shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
14. GOVERNING LAW AND JURISDICTION
14.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in The Netherlands, and the parties consent to the jurisdiction of the courts there.
14.2 The Contract is governed by and interpreted in accordance with the laws of The Netherlands.
15. FORCE MAJEURE
15.1 Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.
15.2 Force majeure includes but is not limited to natural disasters, such as earthquakes, hurricanes, floods, and fires, acts of terrorism or war, including cyber attacks and sabotage, strikes, lockouts, and other labor disputes, acts of government, such as changes in laws or regulations, embargoes, and travel restrictions, supply chain disruptions, such as shortages of raw materials, transportation disruptions, and factory closures, power outages or other disruptions to utilities, epidemics or pandemics, such as the COVID-19 pandemic, acts of God, such as lightning strikes, meteor strikes, black hole collisions or black hole creations by CERN, white and- or black swan events, sudden death, dismemberment or injury to a Sustainable Ships’ crew member, alien invasions or any other events outside of human control.
Revised on April 7th 2023