1.  Scope of these General Terms and Conditions
This MSA and therefore these General Terms and Conditions shall rule and be applicable to each and any of the Cover, the SaaS Agreement, the CAA, any relevant Schedules, Annexes and Exhibits, as well as to any amendment there to.

2.  Ownership of the Software
A.    Provided that Customer shall use the Software (as defined below) through the SaaS Services (as defined in the
SaaS Agreement), it is hereby acknowledged and specifically accepted by Customer that Shipnet (and its Affiliates
worldwide) have full and exclusive right, title and interest in and to any and all intellectual property rights of the software modules, including any updates, new versions, improvements, and enhancements as well as any relevant customisation (i.e. any software, application, package or module developed for the single customer or its organisation, hereinafter “Customisation”) identified under Schedule B in the Cover (collectively the “Software”), as well as in or to any possible subsequent Customisation of such Software, as in or to any other or subsequent information and/or to any data, updates, new versions, improvements and enhancements related thereto and all derivatives thereof, as well as any related trade secrets, trademarks, patents and/or copyrights.
B.    Notwithstanding anything to the contrary in this MSA or in any related SaaS Agreement, and/or CAA, nothing in this
MSA or in any related SaaS Agreement, and/or CAA, shall transfer the ownership of Intellectual Property Rights,
methodologies, know-hows of Shipnet throughout the world or limit in any way Shipnet ownership or right to use the
methodologies or design concepts, techniques, knowledge or know-how however resulting from Shipnet’s performance of any SaaS Agreement, and/or CAA, as well as of any Software, Deliverables or SaaS Services licensed, developed, rendered, hosted, employed or produced under any SaaS Agreement, and/or CAA. Furthermore, Shipnet retain all right, title and interest in and to (including all copyrights and patents) any Software, SaaS Services, and other services, Deliverables, or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet in whatever form under any SaaS Agreement, and/or CAA, including the methodologies of processing, structuring, encoding and transferring of Customer’s data. Correspondingly, any possible transfer to different software, systems and/or applications of Customer’s data processed through the SaaS Services shall be performed only in a generally readable standard code or format (xls, txt, csv or xml), any Shipnet’s codes or formats excluded.

3.  Payments and Fees
A.    Unless otherwise convened in the SaaS Agreement and/or in the CAA and in any related Statement of Work, any
SaaS Fees and/or Service Fees shall be payable yearly in advance. Any initial SaaS Fees and/or Service Fees shall be paid upon the execution and exchange of this MSA. In the quarter of the implementation of the SaaS and/or Consultancy fees, the relevant Fees, to be paid as above, and due for the rest of that year (i.e., until the following 30th April) will be calculated on a pro rata temporis basis.
B.    Shipnet (or any Affiliate or related company appointed in writing by Shipnet) will invoice and collect any due compensation, in its own name and on its behalf, pursuant to the applicable tax discipline. 
The relevant invoices will be issued 45 (forty-five) calendar days before the starting date of any relevant quarterly period. 
Except as otherwise agreed in writing in advance between the Parties, all amounts to be paid by Customer hereunder (and therefore pursuant to this MSA) shall be due and payable within 15 (fifteen) calendar days following the date of transmission to Customer (also by email) of Shipnet’s invoice, or any Shipnet Affiliate appointed in writing by the latter.
C.    Customer shall reimburse Shipnet for all expenses Shipnet reasonably incurs in connection with the performance of the SaaS Agreement and/or the CAA and any related Statement of Work.
D.    In case of delays in any payments, Shipnet will be entitled to apply interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and any possible subsequent modifications, without prejudice to Shipnet’s right to be indemnified for any further damage. 
E.    In addition, in the event payments of any due and undisputed amounts are delayed for longer than 60 (sixty) calendar days, Shipnet is entitled to the immediate payment of the full and undisputed compensation due for any rendered services at the time, under either the SaaS Agreement and/or the CAA, even if such compensation was not yet payable pursuant to the original payment schedule. 
F.    Should Customer raise any dispute with reference to any Shipnet’s invoice, Customer shall notify Shipnet in writing, specifying the reasons of its claim, within 15 (fifteen) calendar days from the date of transmission (also by email) of Shipnet’s invoice. Once such term is expired, no claims may be raised in connection with any Shipnet invoice. 
G.    Customer shall be responsible for any applicable sales, use, or any value added or similar taxes, handling costs, contractual, legal or customary interests accrued plus any other reasonable costs incurred in collecting fees that is not paid in full by Customer on the due date, including reasonable legal fees.
Unless expressly specified otherwise herein, all fees, rates and estimates exclude Sales Taxes. 
H.    On the second and each and any subsequent anniversary of any SaaS Agreement in force, unless otherwise agreed in writing in advance between the Parties, any compensation due to Shipnet, as specified under Schedule B and/or C shall be increased on the previous year’s figures by the same proportion of any increases possibly occurred over the same period in the PPI published by the Official UK Authorities, published 31st October each year, where “PPI” means the changes in the prices of goods bought and sold by UK manufacturers, including price indices of materials and fuels purchased (input prices) and factory gate prices (output prices). 
I.    In addition, considering the periodical and continuous upgrade of the Software, on the first and each and any subsequent anniversary of any SaaS Agreement in force, any related compensation at any title due to Shipnet shall be automatically further increased of 3% (three per cent). Shipnet may also request, in good faith and upon the first and each and any subsequent anniversary of this MSA, an increase of the any applicable fees in order to reflect the trends of IT industry and market, as well as any possible and significant costs’ increase. Should Customer reject such increase request, Shipnet may terminate this Master Agreement with effect upon the first following anniversary. J. THE TIMELY AND FULL PAYMENT OF ANY OF THE SAAS FEES, AND/OR CONSULTING FEES IS A PREREQUISITE AND A CONDITION PRECEDENT TO THE RIGHT TO USE ANY OF THE SAAS SERVICES, AND/OR CONSULTING SERVICES, AND/OR DELIVERABLES. IN CASE OF DELAYED OR OMITTED PAYMENT (EITHER IN FULL OR IN PART) OF THE SAAS FEES, AND/OR CONSULTING FEES, OR OF ANY OTHER SUM, COMPENSATION, REIMBURSEMENT AND/OR INDEMNITY DUE TO SHIPNET UNDER ANY OTHER AGREEMENT GOVERNED OR HOWEVER RELATED TO THIS MSA, SHIPNET RESERVES THE RIGHT TO PREVENT CUSTOMER BENEFITING FROM, SUSPEND, WITHHOLD PERFORMANCE, AND/OR DISMISS THE USE OF, THE SAAS SERVICES, AND/OR CONSULTING SERVICES, AND/OR DELIVERABLES AS WELL OF ANY OTHER SERVICES OR BENEFITS BY CUSTOMER.
Customer shall reimburse Shipnet for all costs of collection, including reasonable legal fees.

4.  Exclusions and Limitations of Liabilities
A.    In the event Shipnet is in material breach of any provisions of either this MSA, or the SaaS Agreement, and/or the CAA and/or under any other agreement governed or however related to this MSA, and damage to Customer is ascertained by the Arbitral Tribunal pursuant to Section 18 of these GT&C, in no event Shipnet’s shall aggregate liability exceed the yearly amount of SaaS Fees convened under Schedule B of the Cover, unless fraud or wilful misconduct on the part of Shipnet is ascertained by the Arbitral Tribunal.
B.    IN NO EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND WITH THE SOLE EXCEPTION OF INFRINGEMENTS OF SHIPNET’S INTELLECTUAL PROPERTY RIGHTS, SHALL EITHER PARTY BE LIABLE (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGE (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF ANY AGREEMENTS COVERED BY THIS MSA, THE SERVICES OR DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY RESPECTIVE AFFILIATES OR THIRD-PARTY PROVIDERS. THE FOREGOING CLAUSE WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
C.    The limitations provided in this Section shall survive and continue in full force and effect despite any termination or expiry of any of the agreements covered by this MSA, any failure of consideration, essential purpose or similar.
D.    The payment to Customer of any refund or damages is conditional upon the fact Customer has previously dismissed the use of any SaaS Services, and/or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet, and confirmed it to Shipnet in writing, together with all media, other associated material, and proof of purchase. 
E.    The Software and/or the SaaS Services, and/or the Consulting Services however convened under this MSA may contain features designed to interoperate with any Web-based, mobile, offline or other software process or functionality that is provided by Customer or a third party and interoperates with the Software and/or the SaaS Services and/or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet (“Non-Shipnet Applications”). To use such features, Customer may be required to obtain access to such Non- Shipnet Applications from their providers and may be required to grant Shipnet access to Customer’s account(s) on such Non-Shipnet Applications. Shipnet cannot and does not guarantee in any manner neither the functionalities nor the continued availability of such applications’ features and may cease their availability without entitling Customer to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Non-Shipnet Application ceases to make the Non-Shipnet Application available for interoperation with the corresponding Software’s features in a manner acceptable to Shipnet. However, Shipnet will not materially decrease the overall functionality of the Software, and/or the SaaS Services and/or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet. For any breach of a warranties set forth above, Customer’s exclusive remedies are only those described in these GT&C and any relevant SaaS Agreement and/or CAA, as well as in any relevant schedules, annexes and/or exhibits.

5.  Limited Warranties
A.    Without prejudice to the exclusions and limitations of liabilities provided for under Section 4 of these GT&C, Shipnet shall use reasonable skill and due care in providing and/or supplying through the SaaS Services and/or any related services and/or products. Shipnet exclusively warrants for 60 (sixty) calendar days from the date Customer first has access to the SaaS Services that the Software to be used through the SaaS Services, and/or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet will be capable of performing the basic features and functions as implemented (any non-conformity to the above a “Defect”), provided that any services and or hardware are used on, or interacting with, a compatible hardware and operating system environment, and any other instruction relevant to any services and or hardware is timely, fully and properly applied by the Customer.
B.    Once any services and or hardware and/or any other related products or applications are implemented, and/or tailored at Customer’s demand, Customer, upon Shipnet’s request, shall sign and deliver a certificate of acceptance or sign-off sheet. Should any of such documents not be returned to Shipnet duly signed within 14 (fourteen) calendar days from their receipt, the relevant certificate of acceptance or sign-off sheet will be deemed however automatically and unconditionally accepted, even if not signed by the Customer.
C.    To the greatest extent permissible by applicable law, Shipnet does not guarantee or warrant that any content the Customer may store or access through the SaaS Services and/or any related services and/or product will not be subject to inadvertent damage, corruption, loss, or removal in accordance with the terms of this MSA, and Shipnet shall not be responsible should such damage, corruption, loss or removal occur. It is Customer’s responsibility to maintain appropriate backup of Customer’s information and data, in compliance with the instructions provided by Shipnet and/or any other services and/or products provider.
D.    Shipnet does not guarantee, represent, or warrant that Customer’s use of the SaaS Services will be uninterrupted or error-free, and Customer agrees that from time-to-time Shipnet may remove and/or suspend the SaaS Services for indefinite periods of time, or cancel the SaaS Services in accordance with the terms of this MSA.
E.    Customer expressly acknowledges and agrees that the SaaS Services are provided on an “as is” and “as available” basis, and Shipnet does not grant any warranties exceeding those granted to Shipnet by its third-party supplier appointed by Shipnet from time to time.
F.    Shipnet and its Affiliates, officers, directors, employees, agents, partners, suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. No warranties are granted by Shipnet with reference to: (i) the SaaS Services will meet Customer’s business requirements; (ii) Customer’s use of the SaaS Services will be timely, uninterrupted, secure or error-free; (iii) any information obtained by Customer as a result of the SaaS Services will be accurate or reliable; and (iv) any Defects in the Software provided to the Customer as part of the SaaS Services will be definitively corrected.
G.    Shipnet does not represent or guarantee that the SaaS Services will be free from loss, corruption, attack, viruses’ interference, hacking or other security intrusion and Shipnet disclaims any liability related thereto.
H.    Customer further acknowledges that the SaaS Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information could lead to death, personal injury or severe physical or environmental damage. 
I.    In the event of any Defects, Shipnet is committed, at its own costs, to use its best reasonable efforts to correct all verified defects in a timely manner, or to perform a new implementation of the SaaS Services, whichever Shipnet chooses and/or, within the end of the quarter subsequent to the quarter during which Customer sent the relevant written request , or a specific remedy plan is not agreed between the Parties within the same term (the “Remedy/ies)”), any other remedies, obligations, liabilities or warranties excluded, even if provided by the applicable law, unless expressly set forth in this MSA Agreement. 
J.    Except as expressly set forth in this Section, the use of the SaaS Services is done at Customer or user’s own discretion and risk, and Customer is solely responsible for any damage and loss to user’s computer systems and/or data that may result of the use of the SaaS Services. 
K.    Shipnet does not undertake any responsibilities for errors to the extent caused by external influence such as power failure, power fluctuations, lightning, strikes, static discharges, combined use of the SaaS Services with software or hardware not approved in the related documentation, presentations, brochures, websites and relevant contents, specifying, to a reasonable extent, the Software basic and fundamental features and functions (together with the Software package, collectively the “Documentation”), or previously approved in writing by Shipnet, or to the SaaS Services are maintained, configured, damaged, abused, or modified by persons other than Shipnet's authorized employees, consultants or representatives, or other than at Shipnet's express direction. 
L.   Except as specifically set forth in this Section and to the maximum extent permitted by the law, Shipnet, and any of its suppliers, disclaim any and all warranties, obligations, representation and liabilities, express or implied, arising by law or otherwise, unless expressly set forth in this MSA, with respect to any bug, error, omission, defect, deficiency, or non-conformity in of the SaaS Services or any other services rendered under this MSA, including but not limited to: (a) express and/or implied warranties, terms and/or conditions of merchantability, satisfactory quality or fitness for a particular purpose; (b) express and/or implied warranty arising from course of performance, course of dealing, or usage of trade; (c) claim of infringement; or (d) statutory remedy, regardless of whether any relevant action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability, other tort or otherwise.
M.    To the maximum extent permitted by the law, the Remedies provided for under these GT&C and elsewhere in this MSA, are Customer’s sole and exclusive remedies and the limited warranty shall not extend to anyone other than the original Customer of the Software and/or the SaaS or permitted transferee under Section 7.
N.    Customer expressly acknowledges, understands, and agrees that: (i) Shipnet does not, in any manner or form, represent or warrant that the Software and/or the SaaS Services, or their design, outcomes, or any data or other information generated from or through the Software and/or the SaaS, shall ensure Customer's compliance with any local, national or other laws, decrees, rules, and regulations or governmental and industry requirements and standards; and (ii) Customer is solely responsible for the use of, and compliance with, the Software and/or the SaaS Services, with all laws, and for obtaining independent legal or other advice concerning such issue. 
O.    Customer acknowledges and agrees that appropriateness and effectiveness of the SaaS Services are and will be strictly related to, and conditional upon, the characteristics of the Software and/or the SaaS Services as identified under Schedules B and any related possible amendment. 
P.    Shipnet shall not be liable: (i) if Customer or any third parties modify the SaaS Services without Shipnet’s prior specific written consent; or (ii) with reference to the results that may be obtained from the use of the SaaS Services. 
Shipnet reserves the right to suspend or discontinue the rendering of the SaaS Services in the event Customer contracts or appoints any third parties with any substantial alteration or customisation of the Software and/or the SaaS Services without Shipnet prior, specific, written consent. Should Customer not comply with such restriction, Shipnet will be entitled to the payment by Customer of any due SaaS Fees convened under Schedule B and/or Schedule C, plus any possible further damages, even if Customer did not benefit from the SaaS Services, or such SaaS Services were suspended or discontinued by Shipnet pursuant to this Section and/or Shipnet GT&C. Shipnet will be however entitled to the payment by Customer of any due SaaS Fees convened under Schedule B, plus any possible further damages. In any event, Customer is entitled to request Shipnet to update and adapt the SaaS Services to the Software and/or the SaaS Services as customised by Customer or by any permitted third party, against the payment of an extra-fee to be agreed upon in advance.
Q.    If further SaaS Services than those related to the SaaS Services, specified under Exhibit B, are granted to Customer or the permitted number of Concurrent Users and/or Entitled Users: (i) any further SaaS Services and/or any relevant increases will be granted at the then current price list applicable pursuant to this MSA; and (ii) the SaaS Fees specified in Exhibit B shall be increased proportionally at the then applicable rates (taking into account the number of further granted licences, permitted number of Concurrent Users and/or Entitled Users, and/or additional services, products, and/or hardware). 
R.    Correspondingly, and without prejudice to Sec. 7 (covering any case of transfer to any third parties of any vessels and/or on-land sites), if Customer wishes to decrease or suspend for at least a calendar year the numbers of permitted Concurrent Users and/or Entitled Users, upon Customer’s written request, the SaaS Fees specified in Exhibit B shall be decreased proportionally, with effect from the end of the calendar quarter subsequent to the end of the month during which Customer sent the relevant written request. Notwithstanding the above, no decreases will be granted during the first twenty-four months following the implementation of the SaaS Services and Customer, regardless of any possible decrease, shall be bound to pay all the SaaS Fees convened in Exhibit B for the first 24 (twenty-four) months of duration of the SaaS Agreement.
S.    The above-mentioned limitations do not apply in respect of loss or damage resulting from (a) Shipnet’s gross negligence, wilful misconduct or fraud, or (b) death or personal injury.

6.  Customer responsibilities
A.    Customer is responsible for ensuring that all approved Concurrent Users and/or Entitled Users of the SaaS Services covered by any SaaS Agreement have received proper training in the operation of the SaaS Services. 
B.    Customer is entirely and exclusively responsible for implementing general information and technology infrastructure, maintenance procedures to support proper connection to the implementation and operation of the SaaS Services. These procedures are recommended to include, at the minimum:
-    ensuring internal IT capabilities and structures for the proper SaaS Services operation;
-    maintaining all Customer owned hardware in proper condition to support SaaS Services operation;
-    ensuring proper distribution, processing and implementation of the Software to all approved Concurrent Users and/or Entitled Users;
-    ensuring that hardware, network, operating systems and all other environmental components are in proper working order; 
-    informing Shipnet of any configurations, installation or use of APIs, or alteration made to the Software, SaaS Services;
-    not substantially altering the structure and/or the characteristics and/or functionalities of the Software, SaaS Services without Shipnet’s prior, specific and written consent; 
-    any other usual or reasonable activities and procedures for the maintenance of customer-owned systems upon which the SaaS services are reliant.
C.    Shipnet shall not be responsible for not providing SaaS Services for issues deriving from any failure of Customer to comply with this Section.
Customer shall establish and maintain a remote access communications link at all Concurrent Users and/or Entitled
Users, vessels and shore side locations, allowing Shipnet (or any authorised representatives) access for diagnosing and correcting Software, SaaS Service problems. 
If the SaaS Services cannot be provided due to Customer failure to maintain a remote access communications link, upon Shipnet discretion, the SaaS Services will be suspended or may be rendered otherwise subject to Customer’s payment of the SaaS Fees applicable pursuant to Exhibits B, plus any additional fees and damages. 
D.    Shipnet shall have no obligation to provide SaaS Services in case of: (i) Customer's misuse or alteration of the Software and/or the SaaS Services, (ii) failure or fluctuation of electrical power or any network/internet connectivity,(iii) maintenance and/or customization of the Software and/or the SaaS Services by anyone other than the Shipnet or Shipnet’s authorized representatives, (iv) Customer's combining or merging the Software and/or the SaaS Services with any hardware or software not identified as compatible by Shipnet, (v) use of the Software and/or the SaaS Services other than in accordance with the Documentation and the provisions of this SaaS Services Agreement, or (vi) Customer’s provision to Shipnet of incorrect configuration directions or other information, and/or (vii) the use of any versions of the Software and/or the SaaS Services for which SaaS Services are no longer rendered by Shipnet in favour of all its customers.
E.    Any other support, consultancy, assistance or services requested by Customer to Shipnet Global Support System (or other Shipnet structure or an authorised Shipnet representative), also in order to ensure the compatibility of the Software and/or SaaS Services, with Customer’s commitments in connection with the hardware and the operating system environment, unless otherwise expressly and specifically provided for under this MSA, are not included in the annual SaaS Services Fees and are not covered under any SaaS Agreement. Such other support, consultancy, assistance or services will be charged separately to Customer as per this MSA, unless otherwise and specifically agreed in writing from time to time.
F.    Shipnet reserves the right to carry out periodic audits of Customer usage of the Software, the SaaS Services, to ensure general compliance with any SaaS Agreement, specifically relating to the permitted numbers of Concurrent Users and/or Entitled Users accessing the system and the period of usage. In the event of any use in excess of the SaaS Services for which Customer undertook to pay under Exhibit B Customer shall pay Shipnet, within 30 (thirty) calendar days from the transmission (also by email) of the relevant written request, the SaaS Fees applicable to such over-use, proportionally computed on the basis of Exhibit B, plus any possible further actual damage. In this event, both Parties will be bound to mitigate any damage and agree, in good faith and in a co- operative manner, the due compensation for damages. Should a Party fail to reach an agreement, Mediation or Arbitration provided for under Section 18 of these GT&C shall apply. 
G.    Unless otherwise and previously agreed in writing between the Parties, the Customer shall not:
(i)    loan, sublease nor rent out, 
(ii)   circumvent nor avoid technical protections measures of, 
(iii)  allow duplication or copy by any third parties of, 
(iv)  publish, nor disclose, any information, even technical, however relevant to:
the Software and/or the SaaS Services, and/or Consultancy Services, and/or any relevant Deliverables, and/or under any other performance rendered by Shipnet under any other agreements governed or however related to this MSA, or parts thereof.
H.    Customer may use the Software, the SaaS Services only in accordance with the MSA.
I.    Customer undertakes not to develop derivative works which are intended to be functionally equivalent substitutes for the Software and/or the SaaS Services, and/or Consultancy Services, and/or any relevant Deliverables, or parts thereof. Customer shall not reverse engineer, decompile, disassemble, or work around technical limitations in, and/or functionalities of the Software, the SaaS Services, except to the extent applicable law permits it despite the limitations convened herein.
K.    Customer may not disable, tamper with, or otherwise attempt to circumvent any solution that meters or measures Customer’s use of the Software, the SaaS Services implemented by Shipnet. Customer may not rent, lease, lend, resell, or transfer the Software, the SaaS Services, or any related application, to or for third parties except as expressly permitted in the MSA.

7.  Transfer of SaaS Services
Should Customer move, or wish to duplicate, transfer and/or make otherwise available, in any manner (even through the transfer of any related vessels and/or on-land sites), to any third party the use of the Software and/or the SaaS Services and/or Consulting Services and/or any kind of applications and/or services and/or hardware, methodologies, know-hows, tools, or utilities resulting from, or developed, rendered, supplied, employed, leased or produced by, or on behalf of, Shipnet (benefitted from any vessels and/or on-land sites), Customer shall at his own choice either:
a)    dismiss the use of the Software and of any Services and/or hardware together with all copies, however saved from the equipment, and serve a three-month prior written notice to Shipnet specifying the number of Concurrent Users and/or Entitled Users where the Software was usable from and confirm this in writing to Shipnet (correspondingly Shipnet will be entitled to prevent any further use of the Software and of any related services and/or hardware), or
b)    proceed with the transfer upon and conditional on the prior payment to Shipnet by the Customer and the transferee (will be jointly and severally liable) of an additional fee equal to 10%(ten per cent) of the whole SaaS Fees price list current at the time the new and applicable Service Fee is done. In the event that the Customer opted only for the SaaS Services, the additional fee shall be equal to 10% (ten per cent) of the then relevant Fee. The SaaS Services shall then be granted for the approved Concurrent Users and/or Entitled Users by implementing any appropriate technical solutions, or
c)    in case of mergers, acquisitions and/or buy-outs, the transfer shall be conditional upon the advance payment by by the Customer and the transferee (will be jointly and severally liable) to Shipnet of a sum equal to 10% of the yearly amount of SaaS Fees convened under Exhibit B. In the event that the Customer opted only for the SaaS Services, the additional fee shall be equal to 10% (ten per cent) of the then relevant Fee. Customer shall immediately inform Shipnet in writing about any use of the Software though the SaaS Services.

8.  Intellectual property rights
Provided that Customer shall use the Software through the SaaS Services, Customer shall not distribute, sublicense, rent, lease, subcontract or transfer the Software and/or any of the SaaS Services, to any third party except as permitted by this MSA. Except to the extent expressly permitted by the law, Customer shall not modify, alter, personalise, reverse assemble, reverse compile or decompile the Software in any manner or any part thereof. 
Customer shall not remove, obscure or alter any notice of copyright, patent, trade secret, trademark or other proprietary rights or disclaimers appearing in or on any Software and/or SaaS Services. 
If Customer infringes any intellectual property rights in the Software and/or the SaaS Services, Customer shall be liable for any direct, special, incidental, consequential, punitive and/or indirect damage as well as for any loss, cost, or expense towards Shipnet. 
Without prejudice to Section 4 of these GT&C, Shipnet shall defend, indemnify and hold harmless Customer from and against all costs, direct damages, direct liabilities and expenses (including reasonable attorneys’ fees) actually and directly incurred by Customer to the extent arising from any third party claim against Customer that the Software and/or the SaaS Services, in the form implemented to Customer’s benefit by Shipnet, even if said Software and/or SaaS Services, are provided by an Affiliate or a sub-contractor of Shipnet, infringes such third party's intellectual property right, patent or copyright; provided that:
a)    Customer promptly notifies Shipnet of the claim (provided the Claim is made to Customer); 
b)    Shipnet has the sole and independent control over the defence and all related settlement negotiations, and
c)    Customer provides Shipnet with all necessary and reasonable assistance, information, and authority to perform the above actions, at Shipnet's cost and expense. Shipnet shall have no liability for any claim of infringement to the extent, arising from, or related to:
d)    the use of something other than a current unaltered release of the Software and/or the SaaS Services; 
e)    the combination, operation, or use of any Software and/or the SaaS Services with third party programs or data, unless such combination or use has been previously and specifically agreed to in writing by the Parties;
f)    any correction, modification or addition made by anyone other than Shipnet, unless such correction, modification or addition has been previously and specifically agreed to in writing by the Parties.
If the Software and/or the SaaS Services infringe (or Shipnet believes that they may infringe) any third party’s rights, Shipnet shall have the right, at its sole discretion and expense to, as Customer’s exclusive remedy in connection with the infringement:
d)    modify the Software and/or the SaaS Services to remedy the infringement;
e)    obtain different SaaS Services for Customer to continue using the Software, or
f)    accept the termination of the SaaS Services by Customer and refund to Customer the payments made with reference to the SaaS Services.
The Parties agree that this Section exhaustively sets out Shipnet’s exclusive responsibility and liability towards Customer in the event that the Software and/or the SaaS Services are held to infringe the intellectual property rights of any third party.
Should such an infringement be finally ascertained and to the maximum extent permitted by the law, in no event Shipnet’s aggregate liability towards the Customer shall exceed the lowest between the yearly amount of SaaS Fees convened under Exhibit B.

9.  Confidentiality and Non-Solicitation 
Shipnet and Customer agree to keep secret and not to disclose, nor use for any purpose other than carrying out its rights and responsibilities under any agreements covered by this MSA, any confidential or proprietary information of the other Party acquired under any agreements covered by this MSA or in connection herewith except as authorised in writing by the other Party or by law and shall require its employees and consultants to comply with the said obligations.
Either Party may not raise any claim and will not be entitled to any indemnities or damages, in the case of disclosure of information which such Party did not previously and specifically tag or identify in writing as Confidential Information. The mutual Confidentiality commitments extend to and cover also confidential information which is treated orally or by intangible disclosure and confirmed and qualified in writing as a confidential information by the disclosing Party within ten (10) calendar days after the date of such disclosure.
Customer shall not release the results of any benchmark regarding the Software and/or the SaaS Services to any third party without the prior written approval of Shipnet. Upon termination of this MSA, each Party shall either return or destroy all confidential information acquired from the other Party and, if return or destruction cannot be performed, such Party will continue to keep secret and not disclose such information. 
For the sake of clarity, the following shall not be considered confidential information of a Party: information that (i) has entered the public domain without the receiving Party's breach of any obligation owed to the disclosing Party; (ii) is rightfully received by the receiving Party from a third party without confidentiality restrictions; (iii) is known to the receiving Party without any restriction as to use or disclosure prior to first receipt by the receiving Party from the disclosing Party hereunder; or (iv) is independently developed by the receiving Party without access or reference to the other Party’s confidential information.
In addition each Party, nor its subsidiaries or Affiliates and/or related Parties shall not, directly or indirectly, actively solicit or induce any employee of the other Party to leave such employment and become an employee of such Party or any of its subsidiaries, Affiliates and/or related parties, provided that this Section shall not restrict the employment of any person by any Party: (i) pursuant to a response to a general recruitment advertisement; or (ii) where such person who contacts the Party on his or her own initiative without any, direct or indirect, solicitation or inducement from Customer or any of its subsidiaries, Affiliates and/or related parties.

10.  Discontinuation of Software Development 
A.    Shipnet shall not be obliged to continue to grant the use of new versions of the Software. If for any reason Shipnet communicates, with three months prior notice to stop any further development or maintenance of the Software, Customer is no longer bound to pay any further SaaS Fees, without prejudice to any fees due pursuant to the CAA and any related SOW.
B.    Subject to the conditions set forth in this MSA and Paragraph C of this Section, Shipnet may discontinue any SaaS Services or any portion or feature thereof for any reason at any time without liability to Customer.
C.    Shipnet will inform the Customer if it intends to discontinue or make backwards incompatible changes to the SaaS Services. Shipnet will use commercially reasonable efforts to continue to provide the SaaS Services without substantial changes for at least one year after the discontinuation notice, unless (as Shipnet determines in its reasonably good faith judgment):
(i) required by law or third-party relationship (including if there is a change in applicable law or relationship), or 
(ii) doing so could create a security risk or substantial economic or material technical burden.

11.  Suspension of the SaaS Services 
Without prejudice to Section 5.D of this MSA, Shipnet may suspend Customer’s use of the SaaS Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) Customer fails to respond to a claim of alleged infringement under Section 8 of these GT&C; (3) Customer does not timely and fully pay any undisputed amounts due under this HSMA; (4) Customer violates any substantial terms of this HSMA.
Shipnet will give notice to Customer before Shipnet suspend the SaaS Services, except where Shipnet reasonably believes Shipnet needs to suspend immediately. Shipnet will give at least 10 calendar days’ notice before suspending for non-payment. If Customer does not fully address the reasons for the suspension within 30 (thirty) calendar days after the suspension, Shipnet may terminate this HSMA and delete Customer’s Data without any retention period.

12.  Assignment 
Either Party is not entitled to assign this MSA and/or any related SaaS Agreement and/or CAA without the prior and specific written consent from the other Party. Without limitation of the foregoing, such consent is required also if Customer is subject to a merger or de-merger, other consolidation under law, or transfer of assets and/or business. 
In any event, Shipnet may transfer, assign, and sublicense any activities provided herein in connection with the rendering of the SaaS Services and/or the Consultancy Services to any Affiliate, without prejudice to the exclusions and limitations of liabilities provided for under Section 4 of these GT&C. 

13.  Force Majeure 
If the performance of any agreements covered by this MSA is adversely restricted or if either Party is unable to conform to any term by reason of any circumstances beyond the reasonable control and without the fault or negligence of the Party affected, (such as, for instance, acts of God, war, social riot, national strike, law or regulation), then the Party affected, upon giving prompt written notice to the other Party, shall be excused from such performance on a day-to-day basis to the extent of such restriction (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis to the extent such Party's obligations relate to the performance so restricted); provided, however, that the Party so affected shall use all reasonable efforts to avoid or remove such causes of non-performance and both Parties shall proceed whenever such causes are removed or cease. 

14.  Equitable Relief 
Without prejudice to the exclusions and limitations of liabilities provided for under Section 4 of these GT&C, each Party acknowledges that monetary remedies alone may not be an adequate remedy for any breach or threatened breach of any of the obligations on the part of Customer resulting from any agreements covered by this MSA. Therefore, each Party will be entitled to seek injunctive or other equitable relief in addition to any other remedy to which it may be entitled under this MSA, without the need of posting a bond or other security or proving that monetary damages may be an inadequate remedy.

15.  Severability, no Waiver and Variations 
If any provision of any agreements covered by this MSA is held to be invalid, such invalidity will not render invalid the remainder of any agreements covered by this MSA or the remainder of which such invalid provision is a part. If any provision of any agreements covered by this MSA is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable. 
No waiver of or with respect to any provision of any agreements covered by this MSA, nor consent by a Party to the breach of, or non-compliance with, any provision of any agreements covered by this MSA, shall in any event be binding on or effective against such Party unless it be in writing and signed by such Party, and then such waiver shall be effective only in the specific instance and for the purpose of which it is given. This MSA, any related SaaS Agreement and/or CAA may not be varied and/or amended in any part except by a written document signed by or on behalf of each of the Parties.

16.  Customer’s Data License and Personal Information
A. As part of continuous products and services improvement and development, Customer hereby grants to Shipnet a nonexclusive worldwide, royalty-free, perpetual limited right and license to: (i) use and analyse Customer’s data generated through the use of the SaaS Services (“Customer’s Data”) to improve maintenance, consultancy and/or assistance services; (ii) for internal research and development purposes;(iii) to analyse Customer’s Data with similar data from other sources for identifying trends, patterns, relationships, and statistics (“Trend Data”) for the betterment of the products and services to customers; (iv) summarize, aggregate, or otherwise consolidate Customer’s Data as an anonymised dataset together with similar data from other sources to develop aggregates, databases, abstracts, reports, or other descriptions (“Summary Data”); and (iv) to use and distribute to others in an anonymised fashion as part of Trend Data and Summary Data. Shipnet shall use and analyse Customer’s Data in an anonymous form, and to not disclose Customer’s Data to third parties in any form or manner that would permit Customer's identity to be explicitly or implicitly revealed unless Shipnet has received Customer's written consent. 
Shipnet is entitled to use device information, reporting errors, and malware reports to improve the Software and/or the SaaS Services offered to customers.
B.    Each Party agrees that, in the performance of its respective obligations under any agreements covered by this MSA, it shall comply with the provisions of applicable data protection law to the extent it applies to each of them. Where necessary, Shipnet and Customer will comply with Shipnet separate standard Data Processing Agreement. 
C.    Parties further agree that Customer is the sole and exclusive data controller in respect of any personal data that Shipnet processes while providing SaaS Services, maintenance, consultancy and/or assistance to Customer. Accordingly, also in the event Customer uses the Software on Cloud, SaaS, or by any other means of remote access or use (to be regulated by a specific and separate commercial order or SOW under the CSA), Parties agree that Shipnet shall: (i) only process Customer’s personal data in order to provide the maintenance, consultancy and/or assistance or in accordance with any lawful instructions reasonably given by Customer from time to time; (ii) implement industry standard technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental destruction or loss; (iii) include in any contract with any subcontractors who shall process personal data provisions which are equivalent to those in this Section; (iv) take reasonable steps to ensure the reliability of its employees who have access to the personal data; and (v) as soon as reasonably practicable refer to Customer any requests, notices or other communication from data subjects, data protection or other law enforcement authority, for Customer to resolve. D. Customer and Shipnet shall notify each other as soon as possible upon discovery of any data security incident impacting Customer’s Data. Shipnet shall not be responsible for any loss or damage to Customer’s Data to the extent that such loss or damage was caused by Customer or a third party (other than a subcontractor of Shipnet). 
Shipnet collects the following personal information from Customers in connection with the use of the Software and the rendering of the SaaS Services, maintenance, consultancy and/or assistance: (a) name, (b) street address, (c) delivery address (if different from street address), (d) billing address, (e) telephone number, and (f) email address (“Personal Information”). Shipnet uses Personal Information solely for the purpose of the performance of any agreements covered by this MSA, and to provide company newsletters, web or press releases, any other use of Personal Information excluded. If Customer doesn’t want to receive Shipnet newsletter, Customer may opt out of receipt of each such newsletter or by emailing us at helpdesk@Shipnet.no. 
In order to manage Customer orders and provide Shipnet newsletters, when required under applicable law, Personal Information is stored on a web server located in Shipnet’s electronic archives. 
Customer, by writing to the e-mail address servicedesk@Shipnet.no, may at any time exercise the rights to be informed at any time of any Personal Information relating to him or her, and how it is used, to obtain its updating, rectification, cancellation; to order its blocking or to oppose the processing for legitimate reasons; to know the list of processors.
Shipnet takes precautions - including administrative, technical, and physical measures - to safeguard Customer personal information against loss, theft, and misuse, as well as against unauthorized access, disclosure, alteration, and destruction.

17.  Data 
Ownership. As between the Parties, all data supplied or generated by Customer which is processed or stored through the SaaS Services shall be the property of Customer. Upon Customer’s request, Shipnet shall provide to Customer the latest copy of Customer’s Data, at reasonable Customer expense. 
Security and Integrity. Without prejudice to Shipnet’s data security and backup obligations provided for under the SaaS Agreement: (i) Customer shall be responsible for the accuracy, quality, legality and integrity of its data at all times; and (ii) Customers shall also be responsible for the security of its data not managed through the SaaS Services provided by Shipnet.
Customer has a responsibility to ensure that system information security is maintained through mandating with their Concurrent Users and/or Entitled Users the use of appropriate passwords and through restrictions and prohibitions of the sharing of Concurrent Users’ and/or Entitled Users’ logins for system access. Shipnet shall have no liability whatsoever for loss or corruption of Customer’s Data, irrespective of cause. Should Customer’s Data be lost or corrupted as a result of Shipnet action / inaction, Shipnet shall promptly restore the latest data back-up. 
Accuracy. Customer will ensure the accuracy of the inputs to and the outputs from the Software and/or the SaaS Services, and that the parameters of the Software and/or of the SaaS Services are set correctly for the collection, administration and processing of data. Any transfer of data by Customer into the database used through the database services must be carried out using the standard interfacing tools supplied by Shipnet with the SaaS Services. 
Data Restoration. Provided that Customer has complied with its obligations pursuant to Sections regarding (i) Security and Integrity, (ii) Accuracy, in the event that any Customer’s Data is at any time corrupted, lost or sufficiently degraded so as to be unusable, Shipnet shall use all reasonable efforts to promptly restore the latest data back-up and assist Customer in recovering or restoring Customer’s Data, at Customer cost should the fault of data loss not be attributable to Shipnet. Should Customer’s Data loss be attributable to Shipnet’s fault, the cost for the recovering or restoring of Customer’s Data shall be borne in full by Shipnet. 
Data Protection. “Data Protection Laws” means all applicable laws and regulations governing the use, storage, transmission and protection of Customer’s Data including, without limitation, any data security and privacy laws and regulations applicable to personal information that may be included in Customer’s Data. 
Each Party agrees that, during the term of this MSA, it shall comply with all applicable Data Protection Laws, and shall not permit anything to be done which might cause or otherwise result in a breach by either Party of the same. Shipnet shall comply with all of Customer’s reasonable instructions in relation to the collection, processing and disposal of any Customer’s Data. 
The Parties acknowledge and agree that for the purposes of Data Protection Laws: (a) Shipnet shall be a only the data processor, shall have no right to exercise control over any Customer’s Data, and access to such Customer’s Data by Shipnet (if any) will be strictly limited to the provision of any services in connection with the Software and/or the SaaS Services, Customer’s system and environment, and (b) Customer shall be deemed to be the “controller” of Customer’s Data, including any personal information. 
The Parties reciprocally undertake to negotiate in good faith and timely execute any documents or agreements possibly required by any applicable law governing the controlling and the processing of Customer’s Data (e.g., GDPR Regulation, etc.).

18.  Governing Law, Mediation and Arbitration 
This MSA and any agreements covered by this MSA shall be governed by and interpreted in accordance with the laws of England and Wales, without regard to the conflicts of laws principles. In the event of any dispute arising out of or in connection with the MSA and/or any of the agreements covered by the MSA, including any question regarding their existence, interpretation, validity, effectiveness, performance and/or termination (a “Dispute”), the Parties shall seek settlement of the Dispute by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the Dispute has not been settled pursuant to the said Rules within 60 (sixty) days following the filing of a Request for Mediation or within such other period as the Parties may agree in writing, or should the mediation procedure result otherwise as unsuccessful, any Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. 
The Arbitral Tribunal shall be composed of one (1) arbitrator. The place of arbitration shall be London, England. The arbitral procedure shall be conducted in the English language. The arbitration award shall be final, and therefore shall not be subject to any recourse or appeal of any nature before any jurisdiction whatsoever. 
If any proceeding is brought by either Party to enforce or interpret any term or provision of this MSA, the substantially prevailing Party in such proceeding shall be entitled to recover, in addition to all other reliefs arising out of this MSA or under applicable law, such Party's reasonable attorneys' and other experts' (including without limitation accountants) fees and expenses. 19.    Survival 
Sections 2, 4, 5, 6, 8, 9, 12, 13, 14,18 and 20 of these GT&C shall survive the termination of any agreement covered by this MSA.

20.  Termination 
Without prejudice to the exclusions and limitations of liabilities provided for under this MSA, either Party may terminate this MSA, the SaaS Agreement and/or the CAA, and/or under any other agreement governed or however related to this MSA, with immediate effect, if:
(i) the Customer is in fundamental breach of any of its obligations, respectively, under the MSA, these GT&C, and/or the SaaS Agreement, and/or the CAA, and/or under any other agreement governed or however related to this MSA, such Party has not remedied such breach in a 90 (ninety) calendar days term starting from the communication of the claim by Shipnet, or (ii) Shipnet is in breach of Section 5.I of these GT&C, or (iii) the other Party becomes insolvent or bankrupt or ceases its business or is unable to pay its debts when they become due; the other Party’s files of a voluntary petition for bankruptcy, is served of an involuntary petition of bankruptcy against a Party; a Party’s assignment of assets for the benefit of creditors; the appointment of a receiver over a majority of a Party’s assets, or a Party’s general inability to pay its creditors as bills become due, pursuant to any applicable laws.
In addition, either Party may terminate this MSA, in its entirety, by giving the other prior written notice, provided that no SaaS Agreement, and/or CAA are in place. Such termination will be effective from the end of the calendar quarter subsequent to the end of the month during which Customer sent the relevant written request. 
Upon termination of this HSMA Customer shall delete all possible copies of the SaaS Services related applications and Software and shall not be entitled either to further use the SaaS Services as well as any related applications and software. Shipnet will be entitled to receive prompt and full evidence of such deletions.
Termination of this MSA, any SaaS Agreement, and/or Consultancy Agreement as well as any related agreements shall not relieve Customer from any obligation of Customer to pay any due Fees or reimburse expenses provided prior to termination.

21.  Notices 
Any notice or other communication under this MSA given by either Party to the other Party shall be deemed to be properly given if given in writing and delivered by (i) certified or registered mail or email, return receipt requested, or (ii) internationally recognized air express courier (e.g., Federal Express), properly addressed and prepaid, to the recipient at the address identified on the signature page of this MSA. Notice periods shall run from the day following delivery. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this Section.

22.  Codes of Conduct 
The Customer will not act in any way which could be considered detrimental to the business or reputation of Shipnet. The Customer represents, warrants and agrees that it, its Affiliates, and any approved subcontractors acting on its behalf,: (a) will comply with the all anti-bribery, anti-money laundering, anti- corruption laws, and other applicable laws, including the U.S.’s Foreign Corrupt Practices Act, the United Kingdom’s Bribery Act, EU Anti-corruption legislation and policies, or any other anti-corruption laws of other countries applicable to Shipnet’s or the Customer’s business operations; (b) has not and will not offer, promise, give or authorize the payment of anything of value, regardless of monetary value (e.g. cash or cash equivalents, in-kind service, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to anyone (including specifically a Government Official) with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper purpose, whether or not Customer succeeds in that purpose; (c) has not and will not make facilitation payments or “grease payments” to anyone (including specifically a Government Official) in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (d) has not and will not offer, promise, give, request, receive or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing or rewarding the improper performance of an act or decision. For purposes of this clause, the term “Government Official” includes any (a) officer or employee of all levels of government, department, agency, or instrumentality of a government (government-controlled enterprise) or a person acting on behalf of the foregoing persons; (b) officer or employee of a public international organization; (c) political party or party official; (d) candidate for political office; or (e) other person acting in an official capacity.
Customer represents and warrants that it and none of its Affiliates, employees, and any approved consultants acting on its behalf is a Government Official or has a relationship to a Government Official who would be in a position to influence a decision in favour of the Customer. Customer further represents and warrants that it and none of its Affiliates, employees, and any approved consultants performing services on its behalf is a Government Official or has a relationship to a Government Official who would be in a position to influence a decision in favour of the Customer.
Customer shall notify Shipnet of any changes in its status relevant to Section 22 of these GT&C.
Customer agrees and undertakes to cooperate in good faith to investigate the extent of any potential violations of applicable anti-corruption and the obligations set out in this Section 22 of these GT&C. 
If Shipnet learns that the Customer has been engaging in any breaches of this Section 22 of these GT&C, it will notify the Customer accordingly and require Customer to take prompt necessary remedial action and to inform it about such action. Shipnet may also, at its sole discretion, either suspend or terminate this MSA, in whole or in part, with immediate force and effect. Customer agrees that failure to comply with this Section 22 will constitute a material and inexcusable breach of this MSA.

23.  Employment Relations and Safety 
By signing this Master Agreement, each Party reciprocally guarantees to the other Party that it has fulfilled and continues to fulfil all obligations provided for in applicable legislation relating to placement, social security and insurance against occupational accidents which may occur at each Party’s headquarters, vessels and/or on-land offices. Each Party undertakes to apply social security and accident prevention conditions which are consistent with applicable rules, and also to guarantee remunerations and contract terms and conditions that are no less favourable than those provided for in the applicable National Collective Labour Agreement for the category.
Each Party states that it has the technical qualification and professional competence requested to consent the rendering of the services to be provided under this Master Agreement. Each Party undertakes to render the services described herein using all means, precautions and procedures geared towards the containment and prevention of risks, ensuring compliance with all applicable regulatory provisions.
Regarding activities which each Party will be required to carry out at each Party’s premises, each Party will guarantee compliance with obligations relating to occupational safety (safety measures, prevention and protection, identification of specific risks, etc.) in workplaces where each Party’s personnel may be assigned to conduct their activities.
In this case, each Party will provide the other Party detailed information about any specific risks intrinsic to the area where other Party’s personnel will be required to operate and about any prevention and emergency measures adopted. 
For this purpose, each Party undertakes to communicate its safety policies to the other Party, to enable its personnel to become acquainted with the safety and prevention measures adopted in the relevant workplaces.
In this case, each Party undertakes to ensure that its own employees and collaborators abide by the safety and prevention rules adopted by each Party for its own employees. 
To ensure compliance by each Party with its obligations hereunder, each Party may exercise any relevant information and audit rights no more than once during any twelve-month period or whenever reasonably necessary and/or appropriate, given the circumstances.

1.  Subject of the SaaS Agreement 
To the extent provided for under Exhibit B of this MSA (whenever applicable), Shipnet grants Customer the right to use the Software and any relevant Customisation specified in Exhibit B as Software as a Service, and against the payment of the SaaS Fees convened in Exhibit B due to Shipnet with reference to the first term of this SaaS Agreement.
“SaaS”, “Software as a Service” or “SaaS Services” mean the services consisting of placing or keeping the use of the Software modules specified under Exhibit B at Customer’s disposal remotely by Shipnet via Internet or another network, without an actual copy of the Software modules being supplied to Customer. 
The SaaS Fees indicated in Exhibit B shall be paid by Customer pursuant to Section 3 of the Shipnet GT&C and the payment terms provided therein. 
The granting of any further right to use the SaaS Services shall be governed by Section 5 below.
On the basis of a separate CAA, Shipnet and Customer may also agree upon and convene additional fees for additional and/or customized services, which may include consulting services, personnel training, implementation, installation, assistance activities, and/or technical assistance, to be rendered. 
The SaaS Services as specified in Exhibit B will be continuously available from commencement of service until the termination of this SaaS Agreement except in the event of emergencies and pre-scheduled maintenance periods, which shall be notified to Customer by email at least 5 (five) calendar days prior to the scheduled maintenance date. 
SaaS Services do not include the availability of an Internet connection to Customer, which remains Customer’s exclusive and sole responsibility to arrange and maintain.
The SaaS Services as specified in Exhibit B may be rendered by Shipnet and/or any of their Affiliates, through any major hosting services providers.

2.  Right to use the Software and the SaaS Services
Shipnet grants to Customer a non-transferable (except as provided in Section 5 herein) and non-exclusive, limited right to use the Software and benefit from the SaaS Services during the term of this SaaS Agreement, for its own internal business purposes. 
The SaaS Services and the relevant database may be used by Customer on any number of computers if, at any given time, no more than the maximum number of Concurrent Users specified in Exhibit B may have access to the SaaS Services and the relevant database.

3.  Implementation of the SaaS Services 
The Software subject of the SaaS Services is a standard software version as specified in Exhibit B, as customised based on Customer requests, as possibly set forth under the CAA. Each SaaS Service covers, as specified and when available, the use of the Software as specified in this SaaS Agreement and the following:

• SaaS Services package listed in Exhibit B, 

• related Documentation. 

The SaaS Services will be implemented as per an agreed project plan pursuant to the CAA and its relevant SoW, as defined therein. 
The implementation shall be deemed effected, and the risk of loss or damage to the media or data managed or processed though the SaaS Services, shall pass to Customer, when the SaaS Services are implemented to the benefit of Customer as above. In the event Customer loses or destroys such materials or data after the implementation date, Shipnet will provide new copy, at Customer’s expense. 
Upon the execution of this SaaS Agreement, each Party will designate a Project Manager, who shall be that Party’s primary point of contact for all matters arising under or in connection with the implementation of the SaaS Services. Without limiting the generality of the foregoing: 
a)    Shipnet’s Project Manager’s responsibilities shall include: (i) coordination of the SaaS Services with Customer’s Project Manager; (ii) assuring that adequate Shipnet’s personnel and resources are available to maintain the scheduling requirements convened under the CAA and under Annex A, Exhibit A, to the same CAA; (iii) overseeing the deployment of Shipnet’s personnel and resources necessary to deliver the SaaS Services in accordance with this SaaS Agreement; (iv) management of the provision of the implementation of the SaaS Services by Shipnet in accordance with the CAA and Annex A, Exhibit A, to the same CAA; 
b)    Customer’s Project Manager’s responsibilities shall include: (i) coordination of the SaaS Services with Shipnet’s Project Manager; (ii) provision of any required service authorizations; (iii) providing any information reasonably requested by Shipnet in connection with the provision of the SaaS Services; (iv) reviewing and approving Shipnet invoices, and expediting payment of same; (v) assuring that adequate Customer personnel and resources are available to maintain the scheduling requirements contained in Annex A, Exhibit C and F to the CAA; (vi) ensuring that adequate testing is carried out as the SaaS Services are implemented, and communicating any problems to Shipnet; and (vii) managing on behalf of Customer the rendering of the SaaS Services by Shipnet pursuant to the SaaS Agreement.

4.  Warranties on the Software and on the SaaS Services 
The Warranties on the Software and on the SaaS Services are governed under Sections 4 and 5 of Shipnet GT&C.

5.  SaaS Services Support 
The SaaS Services shall include the following:
a)    Maintenance: updates, new releases and supplements effective from the implementation of the SaaS Services, as far as made generally available to customers by Shipnet; 
b)    New Versions: the use, at Customer's request, of new patches and/or versions of the Software usable through the SaaS Services, being made generally available to customers, at no additional charge, with the exception of postage, handling and any taxes which are to be paid by Customer. If Customer uses customizations of the Software and it wishes the updating to the new patches and/or versions of the Software, any customizations will be upgraded at Customer’s exclusive costs;
c)    Problems Reporting (or Help-Desk): Customer is entitled to address problem reports to Shipnet (or an authorised representative) regarding any Software malfunction or problem. Each problem report shall contain all key information required for Shipnet (or an authorised representative of Shipnet) to properly diagnose and correct any system malfunction including, but not limited to, site and username; system name and module/screen in use; error message or last prompt displayed, and a detailed description of the problem, including sequence of events leading up to the problem. When a problem is reported, Shipnet (or an authorised representative of Shipnet) will endeavour to resolve it remotely. If the reported problem cannot be resolved remotely and it’s not due to a Software’s Defects, for an additional charge, Shipnet (or an authorised representative) can arrange for a technical engineer to attend on site, upon request by Customer and subject to availability. 
SaaS Services will be provided remotely, via the Internet Global Support System, telephone or e-mail, at Shipnet’s discretion. Customer will be entitled to access to Shipnet's Global Support System 24/7 unless a scheduled downtime is agreed between the Parties. The relevant support services will be rendered during normal business hours (8am CET/CEST to 5pm CET/CEST) unless otherwise agreed in writing with the Customer. The details to exercise such access will be issued and communicated to Customer following the commencement of SaaS Agreement. For issues requiring the involvement of Shipnet’s Research and Development Department, Customer's Account Manager (or an authorised representative of Shipnet) will act as a liaison between Customer and said Corporate Group. 
Shipnet (or an authorised representative) will maintain or retain a staff of reasonably qualified technical consultants to perform SaaS Services remotely.

6.  Duration and Termination 
This SaaS Agreement is effective as from the date of its execution until 30th April 2026.
This SaaS Agreement will be renewed automatically for successive 3 (three) year periods if written notice of termination to the other Party has not been sent within 6 (six) months of the end of the original or renewed term.
Section 20 of Shipnet GT&C governing the termination of this SaaS Agreement shall apply.
Upon termination of this SaaS Agreement, Customer shall dismiss any use of the SaaS Services and shall not be entitled either to further use the Software and the SaaS Services.

7.  Survival 
Termination of this SaaS Agreement shall not relieve Customer from any obligation of Customer to pay Fees or reimburse expenses for Software provided and services performed prior to termination.
Sections 2 and 4 of this SaaS Agreement as well as the MSA shall survive the termination of any agreement covered by this SaaS Agreement.

8.  Service Levels 
The Supplier shall provide the SaaS Services in accordance with the service levels set out in Annex C to this SaaS Agreement (the “Service Levels”). 
Without prejudice to Section 4 of Shipnet GT&C, in the event of Shipnet’s failure to reach and meet any applicable Service Levels, Shipnet shall be liable to grant and recognise to the Customer any applicable proportionate service credits set out in Annex C in respect of the non-performed Service Level (the “Service Credits”).
Shipnet’s liability for Service Credits in any calendar months shall be limited to the aggregated charges set forth under Annex C.