Terms and condition crew
WINDFARM CREWING LIMITED: TERMS AND CONDITIONS
1.1. We have developed certain software applications that we make available to subscribers via the internet for the purposes of providing an application that puts companies of shipping staff in touch with potential workers (the "App"). These are the terms and conditions along with the attached Schedules that set out the terms on which we provide the App to you (together the "Agreement"). Please read the Agreement carefully before you agree to sign up to the App.
1.2. These terms and conditions tell you who we are, how we will provide the App and related services to you, how you and we may change or end the Agreement between us, what to do if there is a problem, and other important information.
2. Who we are and how to contact us
2.1. We are Windfarm Crewing Limited a company registered in England and Wales. Our company registration number is 10739258 and our registered office is at 61a Mostyn Avenue, Craig-Y-Don, Llandudno, Conwy, Wales, LL30 1DZ.
2.2. Reference to “we” , “us” and “our” in this Agreement will be to Windfarm Crewing Limited. References to “you” and “your” shall be references to you, the user of the App.
2.3. You can contact us by writing to us at firstname.lastname@example.org.
2.4. If we need to contact you we will email you at the address that you provide us with when we enter into this agreement.
2.5. When we use the words “writing” or “written “in these terms, this includes emails.
3. What we do
3.1. We provide the App that allows shipping crew (“Crew Members” or “you”) to be contacted by shipping providers (“Shipping Providers”) in order to engage the Crew Members in short or long term work.
3.2. The App contains details of various Crew Members who may be available to work for Shipping Providers in short or long term work ("Assignments").
3.3. The App includes contact details; availability; qualification details; experience; photographs; and reference details for each Crew Member.
3.4. You will be able to review information about the Shipping Providers that are recruiting for Assignments.
4.1. You appoint us on a non-exclusive basis to provide you with an App that is intended to allow you to upload your contact details, qualifications, experience and availability in order that Shipping Providers may contact you (“Introductions”) to arrange Assignments.
4.2. We will provide access to the App which by phone, tablet, or computer (via URL on computer).
4.3. We are under no obligation to provide you with Introductions. We provide the App, however, we do not guarantee the availability of Assignments. We are a technology provider only and do not act as an agent in obtaining Assignments for Crew Members from Shipping Providers, we will only provide the mechanism for Shipping Providers to contact you.
5.1. Subject to the restrictions set out in this clause 5, and the other terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable right for as long as this Agreement is in force to permit you to use the App and any relevant documentation solely for the purpose of arranging Introductions and entering into Assignments with Shipping Providers. This licence is a single user licence and must only be used by you – you must not share access to the App with any other individual.
5.2. You agree that:
5.2.1. you will keep a secure password for access to the App and you will keep your password confidential;
5.2.2. you will ensure that the App is not be used for any illegal or unlawful purposes.
5.3. You will use the App in accordance with these terms and conditions and any other policies and instructions issued by us from time to time in.
5.4. Notwithstanding any other provision in this Agreement, if there is a security event we may, without liability or prejudice to our other rights and without notice to you remove the Customer Data and disable your account and the App until the relevant security event has been resolved. We will give you as much notice as is reasonably practicable of the nature of the relevant security event.
5.5. You must not:
5.5.1. (except as may be allowed by any applicable law which is incapable of exclusion by agreement between us) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the App;
5.5.2. use the App in any way so as to access, store, distribute or transmit any viruses, or any material;
5.5.3. use the App in any way that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.5.4. us the App in a way that facilitates illegal activity;
5.5.5. use the App in a manner that is otherwise illegal or causes damage or injury to any person or property;
5.5.6. access all or any part of the App in order to build a product or service which competes with the App;
5.5.7. use the App or any relevant documentation to provide services to third parties;
5.5.8. licence, sell, rent, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App and/or any relevant documentation available to any third party except your internal users; or
5.5.9. attempt to obtain, or assist third parties in obtaining, access to the App and/or any relevant documentation, other than as provided under this clause 5.
6. Customer Data
6.1. Customer Data shall mean all data inputted into the information fields of the App by you.
6.2. You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Data.
6.3. We will follow our internal archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use our reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with our archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up for which we shall remain fully liable).
7. Our duties
7.1. We will:
7.1.1. provide you with access to the App which will conform substantially in accordance with the App Specification as provided within the App; and
7.1.2. ensure that we have and maintain all necessary licences, consents and permissions necessary for the provision of the App.
7.2. In the event that you have trouble accessing the App or any of its functionality we will provide help desk support between the hours of 9am and 5pm Monday to Friday (GMT) via the following e-mail address: email@example.com
7.3. Where you have trouble accessing the App we will use our commercially reasonable efforts to correct a fault or provide a workaround within 24 hours of you reporting it to us.
7.4. Our obligations under this Agreement will not apply where any non-conformance or lack of access is caused by use of the App contrary to our instructions or modification or alteration of the App by any party other than us or our duly authorised contractors or agents.
7.5. If the App does not confirm with the App Specification we will, at our expense, use our commercially reasonable endeavours to correct any such non-conformance or we will provide a suitable workaround. Such correction or workaround constitutes your sole and exclusive remedy for any breach of this clause 7.
8. Your duties
8.1. You will provide us at all material times with the information we reasonably require to carry out our duties and to enable you to arrange Assignments.
8.2. You will notify us promptly if you no longer wish to be registered on the App as a Crew Member.
8.3. You will use the App in accordance with these terms and conditions and any other instructions we may provide from time to time.
8.4. You will comply with all applicable laws and regulations with respect to your activities under this Agreement;
8.5. You are responsible for agreeing the terms of any specific Assignment with the relevant Shipping Provider.
9.1. Arranging and entering into Assignments will be your responsibility. We shall have no obligation to provide Assignments or potential Assignments for you. We merely act as a conduit to allow you access to potential Assignments with Shipping Providers seeking Crew Members.
9.2. You are responsible for providing the correct information about your qualifications, licences and experience for the role you are applying for.
9.3. You are responsible for ensuring that the Assignment is suitable for someone of your qualification and experience level. We will have no responsibity for Assignments that you agree to that turn out to be unsuitable for your qualification and experience level and/or if you do not have the necessary licences to carry out the Assignment.
9.4. You are responsible for uploading the dates that you are available to accept Assignments.
9.5. You are responsible for agreeing terms of engagement with the relevant Shipping Provider with which you agree to carry out an assignment with. You should enter into a separate contract with that Shipping Provider that governs the terms of your service for. We will have no responsibility for agreeing those terms of service nor shall we be a party to any such terms.
9.6. If you find that you are unsuitable for a particular Assignment because you do not have the required qualifications or experience you should first raise this with the relevant Shipping Provider and resolve the matter in accordance with the terms of the agreement that you entered into with that Shipping Provider. We have no contractual relationship with you in relation to the particular Assignment.
9.7. We shall have no liability for any claims, damages, costs or losses caused by you providing false qualification or experience details or caused by a Shipping Provider incorrectly advertising the conditions for an Assignment. It is your responsibility to ascertain the details of the Assignment before agreeing to terms of service with the Shipping Provider.
9.8. If a Shipping Provider provides incorrect details you should notify us promptly so that we can contact the Shipping Provider and, if necessary, amend the information on the App.
10. Limited scope of authority
10.1. We will have no authority, and shall not hold ourselves out, or permit any person to hold itself out, as being authorised to bind you in any way. We will not do anything which might reasonably create the impression that we are so authorised.
10.2. We will not make or enter into any contracts or commitments or incur any liability for or on behalf of you, including for the provision of Assignments or the fees in relation to them, and shall not negotiate any terms for the provision of the Services with Contacts or prospective Contacts.
10.3. The Shipping Providers are notified that we are a technology provider only and that we have no authority or ability to negotiate or vary an Assignment or the terms of an Assignment or to enter into any contract on your behalf.
11. Intellectual Property
11.1. In this Agreement Intellectual Property Rights shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks where Marks shall mean: (i) any trademarks, trade names, service marks, trade dress, logos, URLs and domain names; (ii) any identifying slogans and symbols; (iii) any abbreviation, contraction or simulation of any of the items in (i) or (ii); and (iv) "look and feel" of a party to this agreement, whether or not registered.
11.2. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the App and any relevant documentation. Except as expressly stated in this Agreement, we do not grant you any rights to, or in, patents, copyright, database rights, trade secrets, trade names (whether registered or unregistered), or any other rights or licences in respect of the App or any related documentation.
11.3. We confirm that we have all the rights in relation to the App that are necessary to grant the rights we purport to grant under, and in accordance with, this Agreement.
11.4. We grant you a non-exclusive, non-transferable right to use the App for as long as you have a valid fully paid up subscription.
11.5. We shall defend you against any claim that the App infringes any UK patent effective on the date of this agreement, copyright, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in final or unappealed judgment or settlement of such claims, provided that: (a) we are given prompt notice of any such claim; (b) you provide us with reasonable co-operation in the defence and settlement of such claim, at the our expense; and (c) we are given sole authority to defend or settle the claim.
11.6. In the defence or settlement of the claim, we may obtain for you the right to continue using the App, replace or modify the App so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to you. We shall have no liability if the alleged infringement is based on: (a) a modification of the App by anyone other than us; or (b) your use of the App in a manner contrary to the instructions given to the you by us; or (c) your use of the App after notice of the alleged or actual infringement from us or any appropriate authority.
12. Third Party Providers
13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by clause 13.2.
13.2. Each party may disclose the other party's confidential information:
13.2.1. to its users, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its users, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause13; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
14. Data protection
14.1. Your personal data is very important to us. We will comply with the relevant data protection legislation throughout this Agreement and we will protect your personal data in accordance with our Privacy Notice.
15. Limitation of liability
15.1. Nothing in this agreement shall limit or exclude the liability of either party for:
15.1.1. Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its users, agents or subcontractors (as applicable).
15.1.2. Fraud. Fraud or fraudulent misrepresentation [or wilful default].
15.2. Subject to clauses 15.1:
15.2.1. we shall have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: a) loss of profit; b) loss of revenue; c) loss of goodwill; d) loss of anticipated savings; e) loss or corruption of data or information; f) pure economic loss; g) any loss arising out of the lawful termination of this agreement; or h) any loss that we could not reasonable foresee.
16.1. This Agreement shall commence on the date that you click to agree to its terms and conditions and shall continue in force, unless either party provides the other with 1 months’ notice in writing of termination.
16.2. Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if:
16.2.1. you commit a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 working days after being notified in writing to do so;
16.2.2. you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
16.2.3. for any reason you are no longer able or permitted to work as a Crew Member.
17. Consequences of termination
17.1. On termination all licences granted under this agreement shall immediately terminate.
17.2. On termination we may destroy or otherwise dispose of any Customer Data in our possession unless we receive a written request for the delivery of the Customer Data of the then most recent back up. We will use our commercially reasonable endeavours to deliver the back-up to you within 30 days of receipt of such written request.
17.3. We may retain Customer Data gathered under this Agreement for up to 6 years for legal purposes.
17.4. On termination of this agreement, the following clauses shall continue in force: clause 6 (Customer Data), clause 11 (Intellectual Property), clause 13 (Confidentiality), clause 14 (Data Protection), clause 15 (Limitation of Liability), clause 17 (Consequences of Termination) and clauses 20 - 28 (inclusive).
17.5. Termination of this agreement shall not affect 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.
18. No partnership or agency
18.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18.3. Nothing in this agreement is intended to, shall be deemed to nor shall establish any relationship of employment between you are us. We merely provide a technology platform allowing you to contact various Shipping Provider to enter into Assignments.
19. Events outside our control
19.1. We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce 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 suppliers or subcontractors, provided we notify you of the event and how long it is expected to last.
20. Entire agreement
20.1. This agreement, and any documents referred to in it, constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
20.2. Each party acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
21.1.No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
22. Assignment and other dealings
22.1. This agreement is personal to you and you must not assign, transfer, subcontract or delegate any of your rights or obligations under this agreement.
23. No automatic waiver
23.1. Any failure or delay in exercising any right or remedy under this agreement shall not amount to a waiver of that or any other remedy under this agreement.
24.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
24.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
25.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by email to the address that you provide to us when you register with the App.
26. Third party rights
26.1. 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.
27. Governing law
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.
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).