1. All Product(s) (meaning without limitation any information or advice supplied to a Customer, whether in writing or orally and by whatever means delivered to the Customer and whether produced by specific commission or drawn by the Customer from an existing electronic or other database or library managed or owned by OI) whatever supplied by Ocean Intelligence Pte Ltd ("OI") to any buyer ("Customer") will be provided subject to these terms and conditions.
2.1 OI shall sell and the Customer shall purchase the Product in accordance with any written or online quotation of OI which is accepted by the Customer, or any written or oral order of the Customer which is accepted by OI subject in either case to these Conditions, which shall govern the parties agreement to the exclusion of any other terms and conditions.
3.1 It is the Customer’s responsibility to provide in writing full and accurate information as to the identity, address, and other contact details of any subject that OI may be instructed by that Customer to research from time to time. If due to the Customer providing insufficient or inaccurate initial data (or verbal information not supported in writing) OI provides information on the wrong company or can not identify the company, OI reserves the right to charge the Customer for the cost incurred by OI in the procuring of the information.
3.2 Any order from a Customer that is accepted by OI for any Product will be deemed an irrevocable contract and may be not cancelled except with the written agreement of OI (such agreement will not unreasonably be withheld). If OI has already begun work on any project that it agrees to cancel, a charge may be made for work undertaken up to the point of cancellation.
3.3 OI reserves the right at its absolute discretion, and under no obligation to disclose its reasons, to refuse to accept an order from any customer, to refuse delivery of a Product to a customer, and/or to refuse that customer access to the OI website.
3.4 OI’s standard range of Products are not designed for use as evidence in legal proceedings and may not be used for such purposes without the prior written permission of an OI Director. OI is prepared to create products specifically for use in legal proceedings, but only where such use is made a clear part of the original instruction to OI.
4.1 It is a key condition of service that Customers will keep entirely confidential and private the contents of any Product received from OI (except where legally obliged to disclose). Customers shall not divulge the existence or contents of such Product to any third party. Further, Customers of OI will fully indemnify OI against any loss or damage that OI may suffer as either the direct or indirect result of the disclosure by the Customer of the content or existence of any Product provided confidentially to them. This applies whether the Product is disclosed in whole, in part or by reference only to any other party by the Customer or its employees or agents, in contravention of these terms and conditions.
5.1 All intellectual property rights including without limitation copyright and database rights in and to the Product are owned by and remain controlled by OI and the Customer expressly agrees that it shall not reproduce the Product in any manner, either in whole or in part (except where strictly necessary for the Customer’s internal purposes) without the prior consent in writing of OI.
6.1 Charges for any OI Product or service will be either the listed price (in US dollars) for any Product prevailing at the time the order is placed by the Customer and accepted by OI, or the price for the Product or service quoted by OI and accepted in writing by the Customer (e.g. discounted prices for Prepayment Accounts, Consultancy or Investigation projects).
6.2 All Product charges are net of Value Added Tax or equivalent, bank or other transaction charges and exchange or transfer charges.
7.1 Fees for the purchase of OI Products are due in advance of delivery. Payment may be via cash, cheque, credit card, or by bank transfer to any account notified by OI to the Customer.
7.2 All fees and costs invoiced by OI are to be paid within 30 calendar days of the date of issue of the invoice.
7.3 In the event of failure to pay within these terms, OI reserves the right, without prejudice to any other right or remedy available, to either cancel the contract or charge the Customer interest on any amount unpaid at the rate of 2% per annum above LIBOR at the time prevailing until the invoice is settled in full inclusive of any costs and/or disbursements incurred by OI.
7.4. All Credits on Pre-payment accounts and any site credits provided in any way on the OI website must be used within 12 months of purchase. At the end of the 12 month subscription period any unused prepayment credits will become void and are not refundable. At its discretion, OI may agree to carry any such credits forward into the next subscription period.
8.1 OI undertakes to deliver products within pre-agreed delivery timescales however there may be occasions where delivery of a Product may be delayed. In all such cases OI undertakes to inform the Customer at the earliest opportunity. If any Product is delivered more than three days after due date, without the Customer being informed in advance, OI may waive all or some of its charge for that Product.
8.2 OI shall not be liable to the Customer for any failure to deliver or delay in delivery caused by events beyond OI’s control.
9.1 To the fullest extent permitted by law OI disclaims all liability to the Customer in contract, tort (including negligence) or by reason of any implied term or condition for any direct, special or consequential damages or loss (including without limitation loss of profits and loss of opportunity) or claim for compensation arising out of the provision of the Product to the Customer.
9.2 Notwithstanding Clause 9.1, OI’s total liability to the Customer or any third party shall not in any event exceed US $50 000 for any claim or series of claims arising out the contract for the provision of the Product.
9.3 While it takes reasonable efforts to provide Products that meet the requirements of its Customers, OI does not provide any warranty in respect of the same.
9.4 OI Products and services are intended for use as part of a package of research and assessment data to be amassed by the customer. They are not designed to be relied upon as a sole basis for decision making.
9.5 OI does not warrant that its site shall be available 24/7, that the site shall be error free or bug or virus free. OI shall not be liable for any connectivity failure, hardware malfunction or failure or any other event beyond its control.
10.1 Without limitation to any other provision of these terms, the Customer agrees and acknowledges that it shall fully indemnify OI in the event that it suffers any loss or damage as a result of the Customer’s breach of these terms and conditions.
11.1 Waiver No delay in exercising any right or remedy shall operate as a waiver of such right or remedy. Rights and remedies stated herein are cumulative and shall not operate to exclude any other legal right or remedy.
11.2 Transfer OI reserves the right to transfer, assign, sub-licence or otherwise divest itself of all or part of its rights obligations or responsibilities set out herein.
11.3 Notice All notices provided under these terms are to be made in writing to the registered address of OI either by post, fax or e-mail.
11.4 Jurisdiction All transactions between OI and its Customers under this Agreement will be governed by Singaporean law. In the first instance, any dispute between OI and any customer that is not resolvable through mutual negotiation may be put before a mutually acceptable Arbitrator appointed for the purposes. In this case, the Arbitrator’s decision will be final and the costs shared equally between OI and the other party. Failing this, any dispute arising under this Agreement shall be referred to the exclusive jurisdiction of the Singaporean courts.