Terms of Use

Below are the general terms and conditions for using the DeepSea hardware and software platforms.

GENERAL TERMS & CONDITIONS (GTCs) FOR A CLOUD SOFTWARE LICENSE

1. DEFINITIONS

The terms of Annex 2.1 are used herein as defined in this Annex.

2. GRANT OF SOFTWARE LICENSE

The Licensor hereby grants the Licensee a non-exclusive, non-assignable license to use, for a fixed duration, the software solutions of Annex 2.2 (Solutions), which are available in the cloud. This agreement does NOT cover the supply and installation of hardware for the collection and transmission of vessels’ data to be used in connection with the Solutions.

3. OBLIGATIONS OF THE LICENSEE

The Licensee is obliged to:

(a) Pay remuneration and expenses as per the Order Confirmation.

(b) Secure confidential use of usernames, passwords and identifications provided by the Licensor.

(d) Use appropriate hardware and infrastructure to supply the Solutions with accurate and sufficient data on a continuous basis.

(e) Bear any costs or performance risks relating to any third-party software or hardware, including software or hardware for the collection and transmission of vessels’ data, as well as electrical, telecommunications, satellite and customs costs.

(f) Take efficient precautions against viruses and bear the costs of repairs due to viruses.

4. CONTRACT CONCLUSION, INVOICING, PAYMENTS

4.1. Contract conclusion shall occur upon Licensor’s written confirmation that it accepts the Order Confirmation submitted by the Licensee. Within reasonable time as from the date when data are available to the cloud service, Licensor shall provide the Licensee with verifications (username, password, etc.) and shall activate the Licensee’s subscription.

4.2. Licensor’s invoices shall be issued on a quarterly basis and must be paid punctually within twenty (20) days as from the date of issue. Invoices may be over charged with VAT, withholding tax, other taxes, as per applicable law. Outstanding payments carry interest at a rate of 0,5% per month.

4.3. Payments shall be made in a bank account to be indicated by the Licensor free of any commission. Payments shall be evidenced exclusively by a “SWIFT” bank statement.

4.4. Any objections in connection to invoicing or complaints relating to contractual performance of the Licensor shall be submitted in writing, in sufficiently specific terms, and properly substantiated by sufficient documentation within ten (10) calendar days, as from the date the invoice has been communicated, or as from the occurrence of the events giving rise to such complaint, whichever the earlier. Thereafter, any objections or complaints shall be deemed to have been irrevocably waived.

5. LICENSOR’S USE OF DATA FOR FURTHER RESEARCH AND DEVELOPMENT.

The Licensee understands and agrees that the models trained to provide the Service integrate anonymised data from current and past serviced vessels from multiple Licensees. The Licensor shall be free to use data entered into the Solutions, anonymised, for model training, further research and development of its software, or in scientific publications, even after the lapse of the license granted.

6. LIMITATION OF LICENSOR’S LIABILITY

Licensor’s entire liability for all claims relating to this agreement, whether in contract, or in tort, or otherwise, shall be limited, as follows:

6.1. Licensor shall be liable only for actual direct damage which is exclusively due to his own personal fraud, intent or gross negligence and the personal fraud, intent or gross negligence of his employees; but shall not be liable for any negligence, fraud, or intent of any servants, subcontractors or agents. Licensor’s total liability on a per vessel basis shall never exceed the agreed annual remuneration in connection to each vessel.

6.2. Licensor shall not be liable for any loss of data, failure of third-party hardware or software, the accuracy of weather information and forecasts, or the efficacy of its routing service.

6.3. These limitations of liability are cumulative and do not exclude one another.

6.4. All limitation of liability clauses apply during the Trial Period as well.

7. DURATION AND TERMINATION

7.1. This agreement shall have the Duration specified in the Order Confirmation, or one calendar year from date of platform handover. It shall be automatically renewed, unless either party advises to the contrary by way of a three (3) months prior written notice.

7.2. The Licensor can terminate this agreement by way of a fifteen (15) calendar days prior written notice, if the Licensee has breached any obligation arising hereunder. In case of non-punctual payment of any invoice, the agreement is immediately and automatically terminated without notice and the Service shall be automatically and immediately interrupted.

7.3. In case of any material breach on the part of the Licensor, the Licensee may cause the early termination of this agreement by way of a fifteen (15) calendar days prior written notice, provided the Licensor has not remedied such material breach within this lime limit.

7.4. Termination by either party may relate to either or both Solutions. Termination is additional to any other rights provided under contract or the law.

8. ENGLISH LAW AND ICC ARBITRATION

This agreement and all contractual, or non-contractual relationships among the parties shall be governed by and construed according to English law, without reference to any conflict of laws rules. Any dispute relating to or arising from this agreement shall be settled exclusively by arbitration according to the arbitration rules of the International Chamber of Commerce (ICC) as they apply from time to time. The language of the arbitration shall be English. The place of the arbitration shall be London. The arbitration shall be carried out by a single arbitrator who shall be appointed according to the arbitration rules of the International Chamber of Commerce. The parties also submit to the expedited arbitration procedure of the ICC Arbitration Rules irrespective of the amount in dispute. The parties also submit to the urgent arbitration procedure of the ICC Arbitration Rules.

ANNEXES

ANNEX 2.1: DEFINITIONS

1.“Confirmation Order” or “Order Confirmation”: a document sent by the Licensor to the Licensee titled Confirmation Order summarising the basic terms of the Agreement and finalising the contract conclusion process.

2. Duration: the duration of the Service as set in the Order Confirmation.

3. Licensee: the party whose details are listed in the form headed “Order Confirmation”; in case this party acts as agent only, or as a ship manager, then its principal (even if not disclosed), the ship owner(s), the Vessel(s) and any party actually using the Service are also deemed to be Licensee(s), and are jointly and severally liable with the Licensee and have the same obligations and liabilities arising hereunder and are subject to the same limitations of liability of DeepSea Technologies Single Member Private Limited Company which are mentioned below.

4. Licensor: DeepSea Technologies Single Member Private Limited Company, 24 Stadiou Str., Athens 105 64, Greece (also referred to as DST).

5. Parties: The Licensor, the Licensee and any principal or ship owner.

6. Solutions: the Cassandra and Pythia software solutions defined in Annex 2.2.

7. Trial Period: The Licensor may possibly grant in exceptional circumstances a Trial Period to the Licensee. A Trial Period is a period specified in the Confirmation Order relating to Services free of any remuneration to the Licensor, but subject to any installation or other costs as well as remuneration to be paid to third parties, third party software or hardware licenses’ fees and other expenses whatsoever. Save for the obligation to pay remuneration for the Services all other GTCs apply and are mutually binding during the Trial Period, including limitation of liability in favor of the Licensor. The Trial Period commences on the date stated in the Confirmation Order or on the date of the Confirmation Order. Unless the Licensee addresses a written notice of termination before the lapse of the Trial Period, the obligation to pay remuneration commences automatically immediately after such lapse.

8. Vessels: the vessels whose details are in Annex 1.

9. “Writing” or “Written”: any document in paper form signed by one of the parties, or a scanned copy thereof, or any e mail, fax, courier, or other non-oral communication in tangible form. Any form of electronic signature or similar electronic verification like “DocuSign” and similar services shall qualify as “writing” or “written”.

10. Anonymised: Data from which information that identifies the Vessel or Licensee it relates to has been removed

ANNEX 2.2: DESCRIPTION OF THE SOFTWARE SOLUTIONS

CASSANDRA ENTERPRISE: A cloud software platform relating to performance monitoring and fuel efficiency optimisation of vessels based on machine learning techniques and accepting real-time data, either via Deepsea’s own IoT hardware or a preexisting data infrastructure and visualising it for an end user. It broadly includes (where available): monitoring of the hull performance, monitoring of main engine, monitoring of generator engines, reporting of weather and navigational status, and reporting of available data via time-contextualised reports. It also includes modelling of data based on AI in order to provide high-level insights into such things as hull fouling and main engine consumption.

CASSANDRA BASIC: A cloud software platform relating to performance monitoring and fuel efficiency optimisation of vessels based on machine learning techniques and accepting real-time data, either via Deepsea’s own IoT hardware or a preexisting data infrastructure and visualising it for an end user. It broadly includes (where available): monitoring of the hull performance, monitoring of main engine, monitoring of generator engines, reporting of weather and navigational status, and reporting of available data via time-contextualised reports.

CASSANDRA LIGHT: A cloud software platform relating to performance monitoring and fuel efficiency optimisation of vessels based on machine learning techniques and accepting daily data in the form of noon reports or via connection to an existing database and visualising it for an end user. It broadly includes (where available): monitoring of main engine and auxiliary engine data, navigational data, weather data, and reporting of available data via time-contextualised reports.

PYTHIA: A cloud software platform relating to voyage optimisation, by way of suggested voyage routes taking into consideration weather forecasts, the vessel’s specifications, and the results of artificial intelligence algorithms and accepting real-time data, either via Deepsea’s own IoT hardware or a preexisting data infrastructure, and utilising it to provide optimised voyage planning, as well as voyage monitoring and port-voyage reporting.

The Solutions are based on statistics and probability theory and do not warrant any specific results, improvements or achievements. Software errors shall be corrected within reasonable time, but an error free, uninterrupted and without delays operation is not guaranteed.

ANNEX 2.3: CONFIDENTIALITY

1. For the purposes of this clause, “Confidential Information” shall mean any Vessel-specific or Licensee-specific information relating to fuel consumption, vessel performance or other data which are confidential by their nature and would qualify as trade secrets. “Confidential Information” shall not include any anonymised information which cannot be reasonably associated to any particular Vessel or Licensee.
2. Throughout the term of this Agreement and for a period of five (5) years after expiration or termination, the Licensor shall employ commercially reasonable security measures and due care to ensure that Confidential Information shall not be disclosed or disseminated to any third parties.
3. During the term of this Agreement, the Licensor shall not provide to any third party, without the Licensee’s prior written consent, any information regarding the performance of the Vessel(s).
4. After expiration or termination of this Agreement, the Licensor shall not provide to any third party any such information; however, after contract expiration/termination the Licensor shall not be obliged to the Licensee to make any such information available to any third party even if Licensee’s consent and instructions are granted.

ANNEX 2.4: PROTECTION OF PERSONAL DATA

Data relating to legal entities or vessels do not qualify as personal data under data protection laws. With respect to personal data of, the Licensor complies with data protection laws and processes such data only for the purpose of contractual performance, to secure its own legitimate interests, to contact Licensees for commercial and marketing purposes and for other purposes in connection to which processing is permissible under the law. The full data protection policy of DST is accessible in its website: www.deepsea.ai.

ANNEX 2.5: FINAL TERMS

1. These GTC (Annex 2) with sub-annexes 2.1 to 2.5, as well as Annex 1 and the Order Confirmation contain the entire agreement of the parties and replace any prior terms, discussions, or communications. The terms of Annex 2 shall apply, unless modified by the Order Confirmation.

2. This agreement shall be evidenced exclusively in writing. Any amendments shall be made in writing and shall be evidenced exclusively in writing.

3. The rights and obligations arising hereunder are not assignable. All Licensor’s obligations are conditioned to prior and punctual performance on the part of the Licensee. The Licensee waives the right to set-off or retention. All rights and remedies of the Licensor are cumulative and do not exclude one another.

4. If any term is invalid or unenforceable, this shall not affect the validity and enforceability of other terms.

5. If the Licensee is agent, or ship manager, then the ship owner, the principal (even if not disclosed), and the Vessels are also jointly and severally liable and have the same liabilities and obligations with the Licensee arising hereunder. The Licensee warrants it has adequate authority to bind the parties mentioned above. The Licensor shall be liable only to the party signing the Confirmation Order.

6. Notifications can be addressed by email to notifications@deepsea.ai or by post to DeepSea Technologies, Stadiou 24, 10564, Greece,

7. The agreement does not result to any transfer of intellectual property rights from the Licensor to the Licensee, or the Vessel(s), or any other party.

8. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument.

9. This agreement may be executed by electronic means such as electronic signatures (i.e., “DocuSign”, etc.). Notices may be addressed by electronic means as well. Digital signatures shall be as legally binding as traditional handwritten signatures, and no certification authority or other third-party verification shall be necessary to validate electronic signatures. The parties waive any defense on the ground that a digital signature is insufficient or non-legally binding.

GENERAL TERMS & CONDITIONS (GTCs) FOR INSTALLATION OF EQUIPMENT AND MAINTENANCE SERVICES

1. DEFINITIONS

The terms of Annex 3.1 are used herein as defined in this Annex.

2. APPOINTMENT TO PROVIDE SERVICES

The Customer appoints to DST (and the latter undertakes) to make the installation and provide maintenance as per Annexes 3.2 and 3.3. The equipment to be installed allows the collection and transmission of data relating to performance monitoring and fuel efficiency optimisation of vessels and allows the Customer to purchase under a separate agreement a software license for the processing of such data.

3. OBLIGATIONS OF DST (THE SERVICE PROVIDER)

DST (the Service Provider) shall:

(a) Exercise commercially reasonable due care and skill in providing its services.

(b) Provide maintenance and help desk assistance relating to equipment manufactured by it.

4. OBLIGATIONS OF THE CUSTOMER

The Customer shall:

(a) Punctually pay remuneration (as per the Order Confirmation), expenses and any engineers’ travel, accommodation and living expenses.

(b) Provide sufficient and accurate technical information about the vessels before installation.

(d) Secure confidential use of equipment manufactured by DST itself.

(e) Use the equipment installed only for the needs of the Vessels and not make it available to third parties.

(f) Bear the costs and risks relating to any third-party software or hardware and electrical, telecommunications, satellite and customs costs.

(g) Take efficient precautions against viruses and bear the costs of repairs due to viruses.

(h) Bear costs relating to travel, accommodation and living expenses of engineers.

(i) As the equipment to be installed cannot always be determined in advance, the Customer undertakes to remunerate DST for any and all equipment installed, even if such equipment is not identified from the beginning and even if such remuneration exceeds by a reasonable rate the remuneration provided in this agreement. The Customer instructs and authorises DST to install any and all equipment as may be necessary.

(j) Upon expiration or termination of this agreement, return at his own cost to DST any equipment which was installed and is manufactured by the latter. Such equipment is leased by DST to the Customer and property over such equipment does not pass to the Customer.

5. CONTRACT CONCLUSION, INVOICING, PAYMENTS

5.1. Contract conclusion shall occur upon DST’s written confirmation that it accepts the Order Confirmation submitted by the Customer.

5.2. DSTs invoices shall be issued upon acceptance of the Order Confirmation and must be paid immediately and in advance to installation, unless otherwise agreed in the Order Confirmation. Invoices may be over charged with VAT, withholding tax, other taxes, as per applicable law. Outstanding payments carry interest at a rate of 0,5% per month.

5.3. Payments shall be made in a bank account to be indicated by DST free of any commission. Payments shall be evidenced exclusively by a “SWIFT” bank statement.

5.4. Any objections in connection to invoicing or complaints relating to contractual performance of DST shall be submitted in writing, in sufficiently specific terms, and properly substantiated by sufficient documentation within ten (10) calendar days, as from completion of installation, or as from the occurrence of the events giving rise to such complaint, whichever the earlier. Thereafter, any objections or complaints shall be deemed to have been irrevocably waived.

6. LIMITATION OF DST’S LIABILITY

DST’s entire liability for all claims relating to this agreement, whether in contract, or in tort, or otherwise, shall be limited, as follows:

6.1. DST shall be liable only for actual direct damage which is exclusively due to his own personal fraud, intent or gross negligence and the personal fraud, intent or gross negligence of his employees; but shall not be liable for any negligence, fraud, or intent of any servants, subcontractors or agents. DST’s total liability on a per vessel basis shall never exceed the agreed remuneration it has received for this vessel.

6.2. DST shall not be liable for any loss of data, failure of third-party hardware or software.

6.3. These limitations of liability are cumulative and do not exclude one another.

7. DURATION AND TERMINATION

7.2. DST can terminate this agreement by way of a fifteen (15) calendar days prior written notice, if the Customer has breached any obligation arising hereunder. In case of non-punctual payment of any invoice, the agreement is immediately and automatically terminated without notice and the Service shall be automatically and immediately interrupted.

7.3. In case of any material breach on the part of DST, the Customer may cause the early termination of this agreement by way of a fifteen (15) calendar days prior written notice, provided DST has not remedied such material breach within this lime limit.

7.4. In case the Customer has obtained from DST, under a separate agreement, a software license relating to processing of vessels’ data pertaining to performance monitoring and fuel efficiency optimisation, then, should this software license terminate or expire for any reason, then DST’s obligations under the present agreement shall also immediately and automatically terminate at Customer’s fault and the Customer shall immediately return at his own costs any DST equipment.

8. ENGLISH LAW AND ICC ARBITRATION

ANNEXES

ANNEX 3.1: DEFINITIONS

1. “Confirmation Order” or “Order Confirmation”: a document sent by DST to the Customer titled Confirmation Order summarising the basic terms of the Agreement and finalising the contract conclusion process.

2. Customer: the party whose details are listed in the form headed “Order Confirmation”; in case this party acts as agent only, or as a ship manager, then its principal (even if not disclosed), the ship owner(s), the Vessel(s) and any party actually using the Service are also deemed to be Customer(s), and are jointly and severally liable with the Customer and have the same obligations and liabilities arising hereunder and are subject to the same limitations of liability of DeepSea Technologies Single Member Private Limited Company which are mentioned below.4. Service: (a) Installation and adjusting of neuro devices as may be necessary on a case-by-case basis, making possible the collection and transmission of data relating to performance monitoring and fuel efficiency optimisation of vessels and allowing the Customer to purchase (under a separate agreement) a software service for the processing of such data according to machine learning techniques. (b) Maintenance & Help Desk assistance, as per Annex 3.3 relating to neuro devices manufactured and installed by DST.

3. DST: DeepSea Technologies Single Member Private Limited Company, 24 Stadiou Str., Athens 105 64, Greece

4. Duration: the duration of the Service as set in the Order Confirmation.

5. Service Provider: DeepSea Technologies Single Member Private Limited Company, 24 Stadiou Str., Athens 105 64, Greece (also referred to as DST).

6. Parties: means the Service Provider, the Customer and any principal or ship owner.

7. Vessels: the vessels whose details are in Annex 1.

8. Warranty: provided there is no malpractice on the part of the Customer, a one-year (as from installation) warranty to replace faulty neuro devices manufactured and installed by DST itself, but not including travel, accommodation and living expenses of engineers.

9. Writing or Written: any document in paper form signed by one of the parties, or a scanned copy thereof, or any e mail, fax, courier, or other non-oral communication in tangible form. Any form of electronic signature or similar electronic verification like “DocuSign” and similar services shall qualify as “writing” or “written”.

ANNEX 3.2: INSTALLATION

1. Installation consists of: (a) a pre-installation consultation to assess the suitability of, and technical approach to, the installation (b) a DST engineer visit on board the Vessel(s) to install the hardware and equipment and adjust settings, or an installation performed by the crew of the vessel, as the case may be (c) the right to use the hardware and equipment installed for the Duration of the Service specified in the Agreement.

2. The DST engineer’s visit shall be arranged on a mutually convenient date to be agreed by the parties. The Customer shall bear travel, accommodation and living expenses.

3. The DST Bridge consists of and incorporates technology which is the intellectual property of DST. Upon expiration, or termination of this agreement all software and equipment installed must be immediately returned to DST on Customer’s expenses.

4. The Customer shall provide sensors, wiring, and satellite/telecommunications equipment and service in working condition and shall bear the respective costs.

5. The installation of any additional sensors, wiring, or equipment that the Customer may wish to use, shall be charged according to a separate agreement among the parties.

6. The Customer shall provide at its own expense adequate manpower to assist the installation and shall be responsible to supervise the installation process on its Vessel(s) and all works in its premises.

7. In case any hardware or equipment compatibility issues are encountered DST and the Customer shall agree adequate time and remuneration to resolve such issues and the obligation of the Seller to install the hardware and other equipment shall be suspended until such issues are efficiently resolved. The same shall apply in connection to any unexpected difficulties encountered during installation.

ANNEX 3.3: MAINTENANCE AND HELP DESK SERVICE

Maintenance and help desk assistance includes: (a) Monitoring of the operation of neuro devices via software. Maintenance shall comprise an initial attempt to resolve problems remotely by way of help desk assistance to the vessel’s crew and failing this attempt, the Warranty may come into place. (b) The fees of at least one engineer to visit the vessel once per calendar year, in case of malfunction of neuro devices, not including travel, accommodation and living expenses. (c) Continuous software updates, and comprehensive troubleshooting provided remotely. DST shall provide maintenance and help desk assistance only in connection to neuro devices manufactured and installed by itself.

ANNEX 3.4: PROTECTION OF PERSONAL DATA

Data relating to legal entities or vessels do not qualify as personal data under data protection laws. With respect to personal data, DST complies with data protection laws and processes such data only for the purpose of contractual performance, to secure its own legitimate interests, to contact Customers for commercial and marketing purposes and for other purposes in connection to which processing is permissible under the law. The full data protection policy of DST is accessible in its website: www.deepsea.ai.

ANNEX 3.5: FINAL TERMS

1. These GTC (Annex 3) with sub-annexes 3.1 to 3.5, as well as Annex 1 and the Order Confirmation contain the entire agreement of the parties and replace any prior terms, discussions, or communications. The terms of Annex 3 shall apply, unless modified by the Order Confirmation.

2. This agreement shall be evidenced exclusively in writing. Any amendments shall be made in writing and shall be evidenced exclusively in writing.

3. The rights and obligations arising hereunder are not assignable. All DST obligations are conditioned to prior and punctual performance on the part of the Customer. The Customer waives the right to set-off or retention. All rights and remedies of DST are cumulative and do not exclude one another.

4. If any term is invalid or unenforceable, this shall not affect the validity and enforceability of other terms.

5. If the Customer is agent, or ship manager, then the ship owner, the principal (even if not disclosed), and the Vessels are also jointly and severally liable and have the same liabilities and obligations with the Customer arising hereunder. The Customer warrants it has adequate authority to bind the parties mentioned above. DST shall be liable only to the party signing the Confirmation Order.

6. Notifications can be addressed by email to notifications@deepsea.ai or by post to DeepSea Technologies, Stadiou 24, 10564, Greece,

7. The agreement does not result to any transfer of intellectual property rights from DST to the Customer, or the Vessel(s), or any other party.

8. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument.

All Terms & Conditions updated as of 19th May 2023

Terms of Use

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