Subscription Agreement for Maritime Optima

Active as of 13th of December 2020

1. Background  

Maritime Optima AS is developing user-friendly and intelligent maritime multi-platform collaboration software for optimizing and managing commercial maritime decisions, based on a subscription model (SaaS). We offer a free subscription and a paid subscription. 

This Subscription agreement (the “Agreement”) has been entered into by the Customer and Maritime Optima AS.

This subscription agreement governs the Customer rights and usage of the Application Service, which has been developed and adapted by Maritime Optima AS. 
Should any provision of this Agreement be pronounced invalid or illegal, or if for any reason a provision cannot be enforced, it shall not affect the validity of the remaining provisions of the Agreement.

By registering a team subscription for using the Application Service on https://www.maritimeoptima.com, Appstore, Microsoft Store or Google Play, the Customer, accept and agree to comply with the terms and conditions of this Agreement.

The person entering into the Agreement on behalf of the Customer herewith guarantees that he or she is authorized to bind the Customer to the terms and conditions stated in this Agreement.

2. Definitions

The below terms have the following meaning:

“Account owner” means a person representing the customer and is entering into the Agreement on behalf of the Customer and is authorized to bind the Customer to the terms and conditions stated in this Agreement.

“Customer” means any entity or a private person that has registered a paid team account on https://www.maritimeoptima.com, Appstore, Microsoft Store or Google Play. All customers are defined as professional customers subscribing for a paid team subscription and therefore will be acting as a controller. 

“Data Subject” means an identifiable natural person who may be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number (e-mail or phone number etc) or location data. 

“Users” means any user of the service application; all account owners, free users, team members and those who are invited into a team without being an employee or in a contractual relationship with the Customer, and any other person that has been granted access to the service by either Maritime Optima or the Customer. 

“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) such as:

We may receive the information directly from you or from your colleague or corporate contact who registers for a Maritime Optima subscription on your behalf.

“The Application Service” means the Maritime Optima free subscription or the Maritime Optima paid team subscription with their features, Maritime Optima web page, the Maritime Optima applications as offered in the AppStore, Google Play or Microsoft Store and the online knowledge base at all times.

“Controller” means the customer.

“The Processor” means Maritime Optima.

3. Provisions for using The Application Service 

Registration. The Customer is responsible for providing complete and accurate information about all Users who are invited into their subscription. The Customer is also responsible for providing correct information upon entering into this Agreement. 

Subscription. Maritime Optima AS shall make the Application Service available to the Customer, in accordance with this Agreement during the term of this Agreement. The functions available in the Application Service may be changed or replaced with new features produced by Maritime Optima AS from time to time. 

Compatibility. Maritime Optima AS has defined minimum hardware and system requirements for compatible devices and will inform about which hardware devices are compatible for the use of the Application Service on our website
https://www.maritimeoptima.com/. The list will be updated from time to time. The warranty set out in Section 12 is strictly limited to use on compatible hardware.

Support. Support is given by using our chat, by e-mailing or by telephone. We will do our utmost to reply as soon as possible on any customer requests sent through our chat or by e-mail.  Support through phone calls will be provided 08:00– 17:00 hrs Norwegian time Monday – Friday, holidays excluded. 

Availability. Maritime Optima AS aims to make the Application Service available 24/7/365 with as little downtime as possible and follows the industry’s best practice to achieve this. Maritime Optima AS’s goal is to offer the Application Service with 99.9% uptime. The Customer is advised that even if this is Maritime Optima’s goal, downtime may occur.

4. Application specific requirements

Maritime Optima AS offers software and web applications that allow the Customer to access the Application Service on their mobile devices, tablets and desktop computers using browsers such as; Chrome, Apple Safari, Firefox and Edge.

For the avoidance of doubt:

Mobile devices must be purchased separately and are not included in the Agreement. Furthermore, an active Internet connection is required, which may entail data costs and/or other costs for the Customer. The Customer has to enter into separate agreements for the provision of Internet/WI-FI or the provision of 3G/4G.

These requirements may be changed and information on which requirements applying at any time are available on our web pages https://www.maritimeoptima.com/.
The Application Service may collect technical data, including information about application crashes and statistics of use. All use of third-party software/mobile apps specified for The Application Service shall constitute a part of The Application Service package to the Customer without any extra costs and use of time, and their use is subject to the terms and conditions of the relevant agreements.

Maritime Optima AS’s privacy documents is a part of this Agreement: https://www.maritimeoptima.com/privacy-policy

5. Third-party suppliers

The Customer accept that third-party services not currently part of Maritime Optima may be made available to the Customer from time to time by Maritime Optima AS or third parties, and that the Customer’s or the Private Person’s decision to acquire any such service shall be subject to an exclusive agreement between the Customer and the applicable third-party supplier. Maritime Optima AS does not guarantee support of third-party products or services.

6. Duty of confidentiality

As a consequence of the performance of the Agreement, the parties may receive confidential information including, but not limited to company internal information including services, specifications, marketing information and similar sensitive information. The parties hereby agree that they will use such confidential information solely for the purposes of performing the agreement and that they will not disclose, whether directly or indirectly, to any third party such information other than as required for performing the agreement.

After termination of the Agreement the parties shall not disclose any such confidential information.

The foregoing provisions will not prevent the disclosure or use by the parties of any information that is or becomes, through no fault of the party, public knowledge or to the extent required by mandatory law.

If the receiving party is compelled by law to disclose confidential information, the disclosing party must be given prior notice of this. The Party that gives confidential information must contact the authorities itself and provide the required or desired information.

7. Prices

The prices for a team subscriptions to the Application Service are indicated on our web pages and in the order confirmation. We charge per seat per month for 12 months in advance and we don’t provide any refund during the 12 months subscription term. The subscription payments shall be made on the basis of using a credit card. The agreed price and terms are for starting a paid subscription, and the features will be unlocked when the credit card payment is confirmed by the credit provider. 

All amounts payable by the customer as a part of this Agreement will be paid to Maritime Optima without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service or new feature of the Application Service will be effective when we post updated fees and charges in our newsletters or on our web pages. 

We may increase or add new fees and charges for any existing Application Service you are using applicable from your next renewal date. Such notice shall be given no later than 30 days prior to the renewal date.

We may elect to charge you interest at the rate of 1.5% per month on all late payments. If the Customer’s payment is overdue by more than fourteen (14) days, Maritime Optima AS reserves the right to suspend access to The Application Service.

Value Added Tax (VAT) will be added to the price for Customers established in Norway. All other Customers are responsible for paying all taxes, fees, levies and charges applicable in the Customer’s respective jurisdiction.

Maritime Optima AS might find it necessary to incur any extra costs or expenses for customer support, this shall be agreed in writing between the parties in advance.

8. Rights

The Application Service and all intellectual property rights therein and all intellectual property rights related to the delivery and provision of support are owned or licensed by Maritime Optima AS.  The Customer acknowledges that any and all copyrights, trademarks, trade names, patented and/or patentable rights and all other intellectual property rights existing in or used in connection with the Application Service, are the sole property of Maritime Optima AS. This also applies to modifications, improvements or upgrading made during the term of the Agreement.

The Customer shall not:

9. Subscription period and termination

A paid team subscription might contain several plans. A customer starting a paid subscription, will start subscribing for a Standard plan and the person registering the account will become an account owner. A team account owner is described as an administrator, he/she can invite in members or active or deactivate seats, at any time during the subscription.

Payment as per active monthly seats (MAU) on each renewal date. If you add a seat during a subscription term, the credit card will be charged for the remaining months until the next “main” renewal date. 

A paid subscription will automatically be renewed if the subscription is not actively terminated or deleted on the date of renewal.

An account owner can’t be deactivated. If all the other users in a team subscription are deactivated on the renewal date, the credit card will be charged for one seat. An account owner can ask Maritime Optima to delete (cancel) his team subscription (for the whole team). If an account owner wants to delete the subscription for the whole team, they will not be reimbursed for the remaining prepaid subscription payment (up to to the next due / renewal date). 

This Agreement may be terminated by either Party on the following conditions:

Section 8, 10, 11 and 12 shall survive any termination or expiration of this Agreement.

10. Warranties and disclaimers

A description of the Application Service is available at the company’s web pages at any time. Such information will be updated from time to time. 

Disclaimer. The Application Service is a software application service subscribed to ”as is”. Maritime Optima AS does not undertake to develop The Application Service further with new content even if this is what the Customer wants. Maritime Optima AS does not guarantee that all errors in the Application Service can or will be corrected.

Maritime Optima AS does not warrant that the functions contained in the Application Service will meet the Account Owner’s requirements or that the operation of the Application Service will be uninterrupted or error free.

All data related to vessels, ports, weathers, loadline lines, polar codes, fixtures and other data presented in different features in Maritime Optima, are believed to be correct. The data is obtained from various sources and may be subject to frequent updates and changes without prior notice. However, Maritime Optima does not accept any form of liability, neither legally nor financially, for loss (direct or indirect) caused by using Maritime Optima or its data.

11. Limitation of liability

Neither party (nor its suppliers) shall have any liability arising out of or related to this agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance or consequential damages of any kind, even of information of the possible of such damages in advance. 

Maritime Optima and its suppliers' entire liability to customers arising out of or related to this agreement shall not exceed the amount actually paid by customer to Maritime Optima AS during the prior twelve (12) months under this agreement.

Maritime Optima is not liable for any indirect or consequential damages arising from lack of access to the service or bugs in the service.

Maritime Optima AS reserves the right to charge for the development of features that were not part of the Application Service when the Agreement was entered into. 

The Customer shall provide sufficient support and training to all Users of the Application Service, before Users are granted access to the Application Service. Maritime Optima AS shall not be liable for errors made by Users and thereby the consequences this might have, as a result of Users improper use of  the Application Service.

12. General provisions

This Agreement, with signed offer letters and sign up forms on our web page and inside our product, appendices and any amendments entered into in writing between the parties, constitutes the entire agreement between the Customer and Maritime Optima AS and supersedes all prior agreements and discussions.

Neither party may issue press releases related to this Agreement without the other Parties prior written consent. Either Party may include the name and logo of the other party in its list of customers or vendors in accordance with the other party’s standard guidelines.

The Customer and Maritime Optima AS are independent contractors. This Agreement does not create a joint venture or partnership between the Customer and Maritime Optima AS and neither Party is authorized as an agent, employee or representative of the other Party.

Maritime Optima AS may revise this Agreement from time to time during the term of the Agreement and has a duty to inform the Customer of any material amendments. Customer, however, has a duty to keep updated on changes on the web pages of Maritime Optima AS, where the applicable conditions at any time are available. 

This Agreement and any rights or obligations hereunder shall not be assigned, sublicensed or transferred in any other way to a third party without the written consent of the other Party.

The obligations and rights of the parties to this Agreement shall be governed by and construed in accordance with Norwegian law, without regard to conflicting principles of law. The parties agree that the exclusive jurisdiction shall be Oslo District Court, Norway. All legal proceedings shall be conducted in Norwegian.

Any amendments to this Agreement shall be in writing and shall be deemed to form part of the Agreement as of the date they are agreed on.

Force Majeure. Neither Party to this Agreement shall be liable to the other Party for any errors or delays in performance due to circumstances beyond the companies control, including, but not limited to, fire, labor difficulties, governmental action or terrorism, provided that the parties give written notification of such circumstances to the other Party and makes any reasonable endeavors to overcome such challenges.

Maritime Optima AS

Contact us:
Maritime Optima AS
Bryggegaten 9, 0250 OSLO
Phone: + 47 47 01 07 04
E-mails must be sent to: post@maritimeoptima.com