AGREED TERMS

 

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY). 

 

1. ABOUT US 

 

1.1  Company details. S15 is the trading name of Glo Marine Limited, (we and us), a company registered in England and Wales and our registered office is at3 Radstone Court, Woking, Surrey, England GU22 7NA. Our VAT number is GB267643375. We own and operate the website www.stability15.com.

 

1.2  Contacting us. To contact us telephone our customer service team at +44(0) 7795 322 207 or e-mail technical@stability15.com or commercial@stability15.com. How to give us formal notice of any matter under the Contract is set out in Clause 17.2.

 

2. OUR CONTRACT WITH YOU 

 

2.1  Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

 

2.2  Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

 

2.3  Language. These Terms and the Contract are made only in the English language.

 

2.4  Your copy. You should print a copy of these Terms or save them to your computer for future reference.

 

3. PLACING AN ORDER AND ITS ACCEPTANCE 

 

3.1  Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the S15 plan(s) specified in the order (Services) subject to these Terms.

 

3.2  Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order and input data carefully before confirming it. You are responsible for ensuring that your order and all specifications/inputs submitted by you are complete and accurate.

 

3.3  Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

 

3.4  Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

 

3.5  If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

4. CANCELLING YOUR ORDER 

 

You may cancel your order at any time before we send to you an Order Confirmation.  Once we have sent to you an Order Confirmation, although you may still cancel the order, you will not be entitled to any refund of the price paid.

5. OUR SERVICES/PLANS 

 

5.1  Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the product described in them. They will not form part of the Contract or have any contractual force.

5.2  Compliance with specification. We will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

5.3  Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.4  Time for performance. We will use all reasonable endeavours to supply our Services within 3 working days of payment and the specifications/inputs have been accepted and deemed correct by us.  This time-frame is an any estimate only and failure to perform the Services by such time will not give you the right to terminate the Contract.

5.5       Once you have received the deliverables as agreed upon in the acceptance email, we offer one free revision provided you contact us within 5 working days of delivery.  Subsequent revisions will be charged at 50% of the original price of your order, provided that the hull shape does not change.

6. YOUR OBLIGATIONS 

 

6.1  It is your responsibility to ensure that:

 

(a)  the terms of your order are complete and accurate;

(b)  you co-operate with us in all matters relating to the Services; and

(c)  you provide us with such information and specification we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

 

6.2  If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (Your Default):

 

(a)  we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under Clause 15 (Termination);

 

(b)  we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

 

(c)  it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

 

7. SERVICES OUTSIDE OF THE UK  

 

7.1  You may place an order for the Services outside the UK but you need to make your own enquiries as to whether the Services we provide are accepted by the relevant governing body.

 

7.2  Although we are proficient in using several stability software tools, all documentation issued by us is developed using the Autohydro 6.8.0 Pro suite, created by Autoship Systems Corporation.  Output from Autohydro has been accepted by all major governing bodies such as Lloyds Register, Det Norske Veritas, ABS, Norwegian Maritime Authority, the U.S. Coast Guard and the Canadian Coast Guard but we make no guarantees or warranties that it would be accepted by any other governing bodies.

8. CHARGES 

 

8.1  In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 8.

 

8.2  The Charges are the prices quoted on our site at the time you submit your order.

 

8.3  If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

 

8.4  We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 8.7 for what happens if we discover an error in the price of the Services you ordered.

 

8.5  Our Charges may change from time to time, but changes will not affect any order you have already placed.

 

8.6  Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

 

8.7  It is always possible that, despite our reasonable effort, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

9. HOW TO PAY 

 

9.1  When you are directed to the payment section during the order process, you will be given the option to make immediate payment using a debit or credit card using Worldpay, or you can chose to make payment by way of bank transfer.

9.2  If you chose to make payment by way of bank transfer, an invoice will be created and sent to your S15 registration account in a pdf format.  We will also notify you by email that the invoice is ready to view.  The invoice will set out the Charges and the payment details.

9.3  We will not start on the Services until we are in receipt of cleared funds (and all relevant inputs required from you).

10. COMPLAINTS AND REFUNDS 

 

10.1  If a problem arises or you are dissatisfied with the Services, please telephone our customer service team at +44(0) 7795 322 207 or e-mail technical@stability15.com or commercial@stability15.com.

 

10.2  If you are not entirely satisfied with our Services due to a technical flaw in the documentation provided by us, we will use our best endeavours to fix the flaw within a reasonable period of time.  If we cannot fix the flaw, but you have provided all of the correct specifications, then we will refund your payment within 10 working days, using the same method that you paid for the order.

 

11. INTELLECTUAL PROPERTY RIGHTS 

 

11.1  Save as for stated in Clause 11.2, all intellectual property rights in or arising out of or in connection with the Services shall be owned by us.

11.2     We hereby assign to you the intellectual property rights and all other rights of the deliverables that we supply to you.

11.3  We will have no to right to copy, distribute or disclose the deliverables we have produced for you to any other party, unless required to do so by law.

11.3  You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the Services to you.

12. HOW WE MAY USE YOUR PERSONAL INFORMATION 

 

12.1  We will use any personal information you provide to us to:

 

(a)  provide the Services;

(b)  process your payment for the Services; and

(c)  inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

 

12.2  Further details of how we will process personal information are set out in our Privacy and Cookies Policy.

13. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE. 

 

13.1  We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £500,000.00 (five hundred thousand pounds) per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

 

13.2  Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

 

(a)  death or personal injury caused by negligence; and

(b)  fraud or fraudulent misrepresentation,

 

13.3  Subject to Clause 13.2, our total liability to you shall be limited to a sum equal to ten times the Charges paid to us under this Contract up to a maximum aggregate sum of £500,000.00 (five hundred thousand pounds).  Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

 

13.4  Subject to Clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

 

(a)  loss of profits;

(b)  loss of sales or business;

(c)  loss of agreements or contracts;

(d)  loss of anticipated savings;

(e)  loss of use or corruption of software, data or information;

(f)  loss of or damage to goodwill;

(g)  any indirect or consequential loss;

(h)  loss of downtime; and

(i)   cost of substitute equipment.

 

13.5  We have given commitments as to compliance of the Services with the relevant specification in Clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

 

13.6  We shall have no liability for an event that occurs after 24 months of the date that we completed the Services.  You must notify us of an intended claim within 3 months of the date that you became, or ought reasonably to have become aware of the event otherwise we shall have no liability for that event. The notices under this Clause 13 must be in writing and must identify the event and the grounds for the claim in reasonable detail.

 

13.7  We shall have no liability for an event that arises as a result of your failing to provide us with the correct specifications as set out in Clause 6.1.

 

13.8  This Clause 13 will survive termination of the Contract.

14. CONFIDENTIALITY 

 

14.1  We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 14.2.

 

14.2  We each may disclose the other’s confidential information:

 

(a)  to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 14; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

14.3  Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

15. TERMINATION 

 

15.1  Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

 

(a)  you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;

(b)  you fail to pay any amount due under the Contract.

 

15.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

 

15.3  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. EVENTS OUTSIDE OUR CONTROL 

 

16.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

 

16.2  If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

 

(a)  we will contact you as soon as reasonably possible to notify you; and

(b)  our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

 

16.3  You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

17. COMMUNICATIONS BETWEEN US 

 

17.1  When we refer to “in writing” in these Terms, this includes email.

 

17.2  Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

 

17.3  A notice or other communication is deemed to have been received:

 

(a)  if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b)  if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c)  if sent by email, at 9.00 am the next working day after transmission.

 

17.4  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

 

17.5  The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. GENERAL 

 

18.1  Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.  You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

 

18.2  Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

 

18.3  Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

 

18.4  Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

18.5  Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

 

18.6  Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.