GOC Terms & Conditions

Agreed Terms regarding the provision of Services (including membership of the Global Operations Centre (“GOC”). Services are pursuant to a Statement of Work.

Please read these Agreed Terms carefully.

The Agreement
1. The Agreement is made up of these Agreed Terms and the applicable Statement of Work.
2. The Agreement is effective on the Customer’s acceptance of a Statement of Work for Services. Ambrey may deem the Customer’s acceptance of a Statement of Work by the Customer providing Ambrey with vessel information for the purpose of receiving Services. Services will either commence on the date stated in a Statement of Work, or the date that a Customer’s vessel is registered with the GOC if no date is specified in the relevant Statement of Work. Unless terminated earlier in accordance with clause 14 (Termination and suspension), the Agreement will continue for the Initial Term and shall automatically renew for successive Renewal Terms unless either party terminates in accordance with clause 14.
3. The defined terms and rules of interpretation set out in clause 30 (Definitions and Interpretation) will apply to this Agreement.
Order Process
1. Upon acceptance of a Statement of Work by the Customer in accordance with clause 1.2, the parties will be bound by the Agreement.
2. Services are subject to the Customer agreeing a Statement of Work for GOC Membership and Ambrey registering each applicable Customer vessel with the GOC.
3. The parties may agree to extend the scope and nature of the Services to be provided by Ambrey to the Customer, such extension to be agreed between the parties and recorded in writing. Any such extended Services shall be subject to these Agreed Terms and/or any other terms set out in an applicable Statement of Work.
4. Ambrey reserves the right to update, change or replace any part of these Agreed Terms and/or the Statement of Work (except for Charges which are subject to clause 12.5) in its sole discretion at any time. Ambrey will notify the Customer in writing of any such changes, and such changes will apply automatically to any applicable Statement of Work from the date specified in such notice.
The Services
1. Ambrey shall provide the Services during the Initial Term (and any Renewal Term) on the terms set out in these Agreed Terms and the relevant Statement of Work, in respect of each Registered Vessel.
Sanctions
1. The Customer warrants that at the date of this Agreement it:
  1. Is not contravening and has not contravened any Sanctions;
  2. Is not doing and is not omitting to do, any act that will cause or lead the Customer or Ambrey to contravene any Sanctions;
  3. To the extent that they are not already implemented, has implemented adequate policies and procedures to ensure compliance with any Sanctions
2. At all times during the term of this Agreement, the Customer shall:
  1. Not contravene any Sanctions;
  2. Not do, or omit to do, any act that will cause or lead the Customer or Ambrey to contravene any Sanctions;
  3. To the extent that they are not already implemented, implement adequate policies and procedures to ensure compliance with Sanctions;
  4. Keep at its normal place of business detailed, accurate and up to date records and books of account sufficient to be enable verification of its compliance with its obligations under clause 4.2; and
  5. promptly comply with, and cooperate with, any stakeholder screening procedures and follow-up processes utilised by Ambrey from time to time, including but not limited to due diligence checks and other associated activities.
3. The Customer shall as soon as reasonably practicable notify Ambrey in writing if:
  1. At any time during the term of this Agreement, there is any fact or circumstances that would give rise to a breach of warranties given in clause 4.1 or 4.6(a) if the warranties were repeated; or
  2. It becomes aware of any breach or suspected breach of this clause 4.
4. If at any time during the term of this Agreement the Customer becomes a Sanctions Target, is involved in Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) or becomes subject to Sanctions Proceedings or contravenes Sanctions or anything occurs that could reasonably be expected to result in any of these things happening, Ambrey may in its absolute discretion and without affecting any other right or remedy available to it:
  1. Treat such event as a force majeure event for the purposes of clause 16; or
  2. Terminate this Agreement with immediate effect by written notice to the Customer, including at any time during or following a suspension of the parties’ obligations under clause 15.
5. If there is any conflict between this clause 4 and clause 14 then this clause 4 shall take precedence.
6. The Customer:
  1. Gives the warranties contained in clause 4.1 in respect of its subcontractors who receive the Services or perform any of the Customer’s obligations in connection to this Agreement, as at the date it first uses such subcontractors in connection to this Agreement or, if earlier, the date such subcontractors are in receipt of the Services;
  2. Shall impose obligations equivalent to those it has accepted in this clause 4 on its subcontractors who receive the Services or perform any of the Customer’s obligations in connection to this Agreement by way of a written agreement and procure that such subcontractors comply with those obligations.
7. Without affecting any other right or remedy available to Ambrey, any breach of this clause 4 by the Customer shall constitute a material and irremediable breach of this Agreement under clause 14.2(b).
Restrictions on use of the Services
1. The Customer shall not use the Services in any manner that:
  1. makes any Confidential Information publicly available;
  2. may infringe the intellectual property rights of Ambrey or third parties involved in the provision of Services, including as set out in the remainder of this clause 5;
  3. could be harmful to Ambrey’s systems or data, or that of any other user of Ambrey’s Services or other software products (including but not limited to introducing or permitting the introduction of, any thing or device, including any software, code, file or programme which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data (whether by re-arranging, altering or erasing the user experience, including worms, trojan horses, viruses and other similar things or devices or uploading any material that contains a Virus or other malicious code, or distributing or transmitting a Virus);
  4. in any way which breaches or could potentially breach a legal duty to a third party (including a duty of confidentiality) or which infringes or could potentially infringe a person’s right to privacy;
  5. is harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  6. facilitates illegal activity;
  7. depicts sexually explicit images;
  8. promotes unlawful violence;
  9. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  10. is otherwise unlawful, illegal or causes damage or injury to any person or property;
  11. and Ambrey reserves the right, without liability or prejudice to its other rights to the Customer, to cease the provision of the Services and/or otherwise disable any access that the Customer might have to the Services, including in relation to any Registered Vessel to any material that breaches the provisions of this clause 5.
2. The Customer must not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
  2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
  3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
  4. access all or any part of the Services in order to build a product or service which competes with the Services; or
  5. use the Services to provide services to third parties; or
  6. subject to clause 5.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Customer and/or Registered Vessels (as appropriate), or
  7. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement.
3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Ambrey.
The Services
1. Ambrey will use commercial reasonable endeavours to provide the Services at the time(s) and date(s) or within the period set out in any relevant agreed Statement of Work or as soon as reasonable possible thereafter, except for:
  1. Planned maintenance carried out during a maintenance window with 48 hours’ notice; and
  2. Unscheduled maintenance performed on a Saturday, Sunday or public holiday in England, or before 0830 hours or after 1730 hours local UK time on any other day, provided that Ambrey has used reasonable endeavours to give the Customer at least 6 hours’ notice in advance.
2. Where Ambrey foresees a delay in the provision of the Services, Ambrey will notify the Customer as soon as possible, setting out the revised dates for provision of the Services.
Support Services
1. Ambrey will provide the Customer with the Support Services as set out in the Statement of Work (where applicable). Ambrey may amend the Support Services in its sole and absolute discretion from time to time by notice in writing to the Customer.
2. The Customer shall report all faults to Ambrey as soon as they are detected and shall include sufficient material and information to enable Ambrey to duplicate the problem, including, but not limited to:
  1. A clear and accurate description of the fault;
  2. the area of the Services to which it relates;
  3. what function was being performed when the fault occurred and/or the sequence of events leading up to the occurrences of the fault;
  4. the error message displayed, if any; and
  5. any other information relating to the Services or the fault that Ambrey requires to perform its obligations under the Agreement.
Data protection
1. Unless otherwise stated in a Statement of Work, where Ambrey receives Personal Data from the Customer and is required to process Personal Data to deliver the Services, the Customer is the Controller of that Personal Data and Ambrey is the Processor.
2. As the Controller, it is the responsibility of the Customer to inform individuals how their Personal Data is used and to comply with its obligations as a Controller under Data Protection Legislation.
3. Where Ambrey Processes Personal Data for which the Customer is the Controller, as set out in the Statement of Work, it shall:
  1. Process Personal Data in line with the Customer’s documented instructions (including via the Customer’s use of the Services);
  2. ensure that its staff who have access to Personal Data are bound by obligations of confidentiality (which are included in their employment contract or equivalent contract with them);
  3. have technical and organisational measures and procedures which ensure an appropriate level of security for Personal Data and reduce the risk of a Personal Data Breach;
  4. only appoint third parties (who Ambrey instructs to help it deliver its Services) after it has notified the Customer in writing and the Customer has not objected within fourteen (14) days;
  5. only transfer such Personal Data outside of the UK or European Economic Area in accordance with Data Protection Legislation;
  6. promptly inform the Customer if there has been a Personal Data Breach which impacts the Personal Data it Processes under this Agreement;
  7. assist the Customer and provide the information required to ensure the Customer can comply with their obligations under the Data Protection Legislation;
  8. promptly inform the Customer if it receives a request from or on behalf of an individual who wishes to exercise their rights under the Data Protection Legislation, and provide assistance so the Customer can respond to the request;
  9. allow the Customer and any supervisory authority reasonable access its premises or records to audit its compliance with the Data Protection Legislation, provided the Customer gives at least seven (7) days’ notice.
Third party providers
1. The Customer acknowledges that the Services may enable or assist the Customer to access the data of and correspond with, third parties via third-party websites and that it does so solely at its own risk. Ambrey makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party.
Ambrey’s obligations
1. Ambrey undertakes that the Services will be performed substantially in accordance with the Statement of Work.
2. The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by:
  1. any breach of the Customer’s obligations under clause 11 (Customer’s Obligations);
  2. any use of the Services contrary to Ambrey’s instructions; or
  3. any modification or alteration of the Services by any party other than Ambrey or Ambrey’s duly authorised contractors or agents.
  4. If the Services are not delivered in accordance with clause 10.1, Ambrey will, at its expense, use commercial reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution will be the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.
3. Ambrey:
  1. Will use commercial reasonable endeavours to procure:
    1. that the Customer’s use of the Services will be uninterrupted or error-free; or
    2. that the Services or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
    3. that the Software and the Services will be free from Viruses.
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. This Agreement shall not prevent Ambrey from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5. To the fullest extent permitted by applicable law and except to the extent otherwise expressly included in the Agreement, Ambrey disclaims all warranties including but not limited to implied warranties arising out of statute or course of dealing.
Customer’s obligations
1. The Customer shall:
  1. provide Ambrey with:
    1. co-operation and access to staff and timely decision making in relation to this Agreement; and
    2. access to such information including but not limited to Customer Data, security access information and configuration services; and
    3. access to the Registered Vessel, equipment, system and facilities;
    4. relation to the Statement of Work and, if so advised, the document headed “Required Subscribed Vessel Information for Guardian Service” (as updated form time to time and which document may be provided to the Customer by Ambrey if so requested); as may reasonably be required by Ambrey in order to provide the Services, including but not limited to the information required by Ambrey in relation to the Statement of Work and, if so advised, the document headed “Required Subscribed Vessel Information for Guardian Service” (as updated form time to time and which document may be provided to the Customer by Ambrey if so requested);
  2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
  3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties or otherwise in the performance of its obligations, Ambrey may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. use the Services, and procure the use of the Services by Authorised Users and Registered Vessels (as appropriate), in accordance with the terms and conditions of this Agreement and any applicable Statement of Work and shall be responsible for any breach of this Agreement by any a user of the Services and/or Registered Vessel (as applicable);
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Ambrey, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
  6. ensure that its network and systems required for use of the Services comply with the relevant specifications provided by Ambrey from time to time; and
  7. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ambrey’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
2. The Customer warrants that it has the necessary rights to share the Customer Data with Ambrey (including Personal Data) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
3. The Customer shall defend, indemnify and hold harmless Ambrey against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services.
Charges and payment
1. The Customer shall pay the Charges to Ambrey in accordance with the payment terms set out in the relevant Statement of Work and this clause 12.
2. All invoices will be sent by email to the email address specified by the Customer in the relevant Statement of Work and are payable within 45 days of the invoice date.
3. If Ambrey has not received payment of any invoice by the due date, and without prejudice to any other rights and remedies of Ambrey:
  1. Ambrey may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Ambrey shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Barclays Bank plc, commencing on the due date and continuing until fully paid, whether before or after judgment.
  3. Ambrey, in its sole discretion, may arrest any then current Registered Vessel of the Customer, irrespective of whether the Registered Vessel that Ambrey elects to arrest is a Registered Vessel for the purposes of any agreement (including this Agreement) for which payment remains outstanding. Ambrey may retain the Registered Vessel under arrest until all the Customer’s outstanding invoices have been settled.
4. All amounts and fees stated or referred to in this Agreement:
  1. shall be payable in US Dollars;
  2. are non-cancellable and non-refundable;
  3. are exclusive of value added tax, which shall be added to Ambrey’s invoice(s) at the appropriate rate.
5. Save as otherwise set out in any Statement of Work, Ambrey shall be entitled to increase the Charges annually and at any other time on the provision of not less than 60 days’ prior notice to the Customer and the Statements of Work shall be deemed to have been amended accordingly.
Proprietary rights
1. The Customer acknowledges and agrees that Ambrey and/or its licensors own all intellectual property rights in the Services (including any output from the Services subject to clause 13.3). Except as expressly stated in this Agreement, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
2. Ambrey confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
3. To the extent that any intellectual property or other rights subsist in the Customer Data, the Customer warrants that it has the right to permit the use of such Customer Data by Ambrey to provide the Services to the Customer. The Customer hereby grants to Ambrey the non-exclusive right to copy, store and use such Customer Data for the duration of this Agreement, for the purposes of clause 13.4 and to the extent necessary to provide the Services to the Client. The Customer Data stored and processed pursuant to the terms of this clause 13.3 shall be used for quality assurance and safeguarding purposes and will include the crew names, titles, contact details, as well as security policies, ship particulars and correspondence between vessel and agent relevant to the timely delivery of the Services.
4. Ambrey may use information and Customer Data that relates to the Registered Vessels, and that has been provided to or obtained by Ambrey in connection with the performance of the Services (“Vessel Data”), in anonymised or aggregated form (without disclosure of personal information or information relating to one or more Registered Vessels to any third party), in perpetuity, to provide, improve and develop Ambrey’s products and services. To the extent that the Customer owns any intellectual property or other rights in such Vessel Data, the Customer hereby grants Ambrey a non-exclusive licence to use such Vessel Data for such purposes.
5. Ambrey may from time-to-time request from the Customer and/or the Registered Vessels (or any of them) information as to any incident in which any such Registered Vessel is involved or has been involved, so that Ambrey can then incorporate that information into its analysis as to the security and risk environment in any given geographical and/or geopolitical area. The extent to which the Customer and/or the particular Registered Vessel responds to any such request, will be in the absolute discretion of the Customer and/or the particular Registered Vessel. Ambrey shall be entitled to use such information in accordance with clause 13.4.
Termination and suspension
1. Unless otherwise stated in a Statement of Work and without affecting any other right or remedy available to it, either party may terminate a Statement of Work at any time without cause by the provision of 30 days’ written notice to the other party, and such termination shall take effect immediately upon receipt of that notice.
2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
  3. the other party suffers an Insolvency Event.
3. On termination of a Statement of Work for any reason:
  1. all licences granted by Ambrey under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
  2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party, except to the extent copies of documents and information are reasonably required to be retained as a legal record, or as otherwise expressly permitted under the Agreement;
  3. subject to clause 8 (Data Protection), Ambrey may destroy or otherwise dispose of any of the Customer Data in its possession unless Ambrey receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Ambrey shall use commercial reasonable endeavours to deliver the back-up to the Customer, in the form and manner reasonably requested by the Customer, within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding, if any, at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Ambrey in returning or disposing of Customer Data;
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced; and
  5. any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
4. If Ambrey terminates a Statement of Work for the Customer’s material breach, Ambrey shall have the right to immediately terminate all other Statements of Work in force without liability to the Customer.
5. Notwithstanding any other term of the Agreement and without prejudice to its rights to terminate, Ambrey shall have the right to immediately suspend the Services if it reasonably believes that Customer is in breach of any term of this Agreement.
Liability
1. Nothing in this Agreement excludes the liability of either party for any liability that cannot be excluded by law.
2. Subject to clause 15.1 above:
  1. Ambrey shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of revenue, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
  2. Ambrey’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, to the Customer in connection to a Statement of Work shall be limited to the total fees paid by the Customer to Ambrey under such Statement of Work in the 12 months immediately preceding the date on which the event giving rise to the liability arose.
Force majeure
1. Ambrey shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, malicious acts of any third party, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ambrey or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of its sub-contractors, provided that the other party is notified of such an event and its expected duration.
Conflict
1. If there is an inconsistency between any of the provisions in these Agreed Terms and any Statement of Work, the Agreement shall be interpreted in accordance with the following order of preference:
  1. The provisions in each Statement of Work shall prevail, but only in respect of the applicable Statement of Work; and
  2. The Agreed Terms.
Variation
1. Except as expressly set out in these Agreed Terms, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver
1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
1. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
2. If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. These Agreed Terms and the applicable Statement of Work constitute the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Assignment
1. The Customer shall not, without the prior written consent of Ambrey, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
2. Ambrey may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
No partnership or agency
1. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
1. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Statement of Work.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the time stamp obtained by the sender).
Governing law
1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
1. The definitions and rules of interpretation in this clause apply in this Agreement.
Definitions and interpretation

Definitions

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is by its nature proprietary, confidential or commercially or technically sensitive, whether or not it is clearly labelled as such, including but not limited to Customer Data.

Controller: has the meaning given in UK GDPR.

Customer Data: any data inputted onto the Services by the Customer or by Ambrey on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services or to which access is otherwise provided by the Customer to Ambrey.

Data Protection Legislation: any laws and regulations relating to privacy or processing of Personal Data, including:

EU Directive 2002/58/EC (as amended by 2009/136/EC) and The Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR);
EU Regulation 2016/679 (GDPR)
the GDPR as amended by Schedule 1 of The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (UK GDPR) and Data Protection Act 2018 (DPA);
any laws or regulations supplementing or replacing PECR, the GDPR, UK GDPR or DPA.

GOC: The Ambrey Global Operations Centre responsible for the provision of the Services

GOC Membership: The status achieved by the Customer on registration with the GOC.

Initial Term: the initial period following registration of a vessel which the Services are to be provided by Ambrey, being 12 months from the date of registration.

Insolvency Event: any event where:

a party proposes or enters into any composition, compromise or other arrangement for the benefit of its creditors or a class of creditors; or
a party obtains a moratorium or other protection from its creditors; or
a party takes any steps (or has steps taken against it) towards:
winding up (where such step is a winding up petition, it shall only constitute an Insolvency Event where such petition is not withdrawn within 60 days) or dissolving the other party;
appointing a trustee, supervisor, receiver, liquidator, administrator or similar officer or other encumbrancer in respect of the other party or any of its assets; and/or
taking possession of or levying a distress or execution against any of the other party’s assets; or
an event occurs which would result in a floating charge crystallising over any of a party’s assets; or
a party stops carrying on business; or
a party is unable to pay its debts or admits it is unable to do so (within the meaning of section 123 of the Insolvency Act 1986 (without any need for the terminating Party to prove it in court)); or
the value of a party’s assets are at any time less than the amount of its liabilities, taking into account its contingent and prospective liabilities; or
any event analogous to any of the above happens in any jurisdiction.

Personal Data: has the meaning given in UK GDPR.

Personal Data Breach: has the meaning given in UK GDPR.

Process(ing): has the meaning given in UK GDPR.

Processor: has the meaning given in UK GDPR.

Registered Vessel(s): any vessel or vessels registered with the GOC and in respect of which Ambrey is to provide the Services

Renewal Term: any period, which period shall last not less than 12 months, following the expiry of the initial Term, during which any vessel belonging to the Customer remains registered with the GOC and in respect of which Ambrey continues to provide the Services, subject always to early termination pursuant to clause 14 of this Agreement.

Sanctions: any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.

Sanctions Authority: the UK and the United States of America, the United Nations (UN) (and any other governmental authority with jurisdiction over the Customer or any part of its business or operations or key subcontractors used in the performance of this Agreement, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, Her Majesty’s Treasury and the UK’s Office of Financial Sanctions Implementation and Department of International Trade and the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority.

Sanctions List: any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List.

Sanctions Proceedings: any actual or threatened:

litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings); or
investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority,
in each case relating to, or in connection with, any actual or alleged contravention of Sanctions.

Sanctions Target: a person that is:

listed on a Sanctions List;
Owned or Controlled by a person listed on a Sanctions List;
resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or
otherwise identified by a Sanctions Authority as being subject to Sanctions.

Services: as described in a Statement of Work.

Software: the online software applications (if any) provided by Ambrey as part of the Services.

Statement of Work: a statement of work agreed between the parties from time to time and which shall incorporate these Agreed Terms in which the Services to be provided by Ambrey following registration of any vessel are described.

UK GDPR has the meaning given in Data Protection Legislation.

Vessel Data: shall have the meaning given to it in clause 13.4.

Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Interpretation

In these Agreed Terms and each Statement of Work:

a person means an individual, a firm, a company, an unincorporated body or a government entity (whether or not having a separate legal identity from its members or owners) and any of its successors, permitted transferees or permitted assignees;
clause, schedule and paragraph headings shall not affect the interpretation of the terms;
references to statutes, regulations or other legislation or enactments shall be deemed to be references to that enactment as amended, supplemented, re-enacted or replaced from time to time;
the words include, including and similar words or expressions will not limit the meaning of the words that come before them;
reference to writing or written includes e-mail but not any other form of electronic communication; and
each of the parties shall be referred to as a party or together, the parties.

SCHEDULE 1 – STATEMENT OF WORK – GOC Membership following registration of a Customer’s vessel or vessels.

The GOC shall operate on a twenty-four (24) hour per day, seven (7) day per week basis.
The Customer shall register with the GOC any vessel in respect of which it wishes to receive the Services, such registration requiring the provision to Ambrey of the following information:
1. Client Name;
2. Vessel Name;
3. Vessel IMO;
4. Vessel Flag;
5. Vessel E-mail;
6. Vessel phone number;
7. SAT-C Terminal ID;
8. Shore-side POC;
9. E-mail address; and
10. Phone number.
Ambrey shall be under no obligation to provide any Services in respect of any vessel that is not registered with the GOC nor shall it have any such obligation until the vessel has been fully registered with the GOC.
Upon registration of a vessel or vessels belonging to it, the Customer will be granted GOC Membership and will be provided with the following services:
1. 24/7 Overwatch
  1. Monitoring of each Registered Vessel’s location as well as global MARSEC events, allowing for notifications to be sent to Customers’ nominated shore-side POC.
  2. Notification of incidents or indicators that may impact the safety of any Registered Vessel.
2. Priority Alerts
  1. E-mails sent to Customer’s shore-side staff whenever a global threat to life MARSEC event occurs, regardless of a Registered Vessel’s location.
3. Threat Circulars
  1. Weekly e-mails providing analysis of global events and thematic trends.
  2. The content of the Threat Circulars shall encompass, but are not limited to the following elements:
    1. Cartographic representations of the relevant events;
    2. Classification of events; and
    3. Textual narratives providing an overview of the events.
4. Analyst Advisory
  1. Direct access to duty analysts on a twenty-four (24) hour per day, seven (7) day per week basis to address urgent inquiries specifically related to maritime security events and incidents.
  2. This Analyst Advisory service expressly excludes the provision of services that constitute separate service lines, including but not limited to Voyage Risk Assessment and Affiliation Checks. Requests for such excluded services shall be subject to separate agreement and associated charges, as determined by Ambrey in its sole discretion.
5. Events and Webinars
  1. Access to Ambrey’s thematic, regional and topical webinars and in-person events.

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