Terms and Conditions
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      1. Software Support
      2. Terms and Conditions

      Terms and Conditions applicable to the use of Polpred Offshore Subscription Service running on the Marine Applications Platform

      NOC Innovations Ltd (“NOCI”, “us”, “we” and “our") (a trading subsidiary of the National Oceanography Centre) has developed the Polpred Offshore software application which is made available via its Marine Applications Platform on a subscription basis for the purpose of prediction of tidal data and provision of ocean information.

      NOCI is willing to provide Subscription Services to you as the individual, the company or the legal entity (as detailed in the Quotation) that will be utilising the Subscription Services (“Customer”, “you” or “your”), on the condition that you accept all of these Terms and Conditions.

      Read these Terms and Conditions very carefully before accessing the Subscription Services. Acceptance of the Quotation and these Terms and Conditions acts as a legal and enforceable contract between you and NOCI. By accessing the Subscription Services you agree to these Terms and Conditions and to the Quotation. If you do not agree to these Terms and Conditions and the Quotation you should make no use of the Subscription Services.

      1. Definitions

      " Agreement”

      means these Terms and Conditions together with the Quotation.

      “Applicable Data Protection Laws”

      means (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which NOCI is subject, which relates to the protection of personal data.

      "Authorised Users”

      means the Customer (in the case of an individual) or (in the case of a company or other legal entity) those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

      “Customer Data”

      means all data, works and materials generated by the Customer from use of the Software (but excluding usage data relating to the Subscription Services, Software and Marine Applications Platform, and excluding server log files).

      “Customer Personal Data”

      means any personal data which NOCI processes in connection with this Agreement, in the capacity of a controller.

      “Documentation”

      means the documentation made available to you by NOCI which sets out a description of the Services and the user instructions for the Services.

      “Effective Date”

      means the date on which NOCI activates the Customers licence key.

      “EU GDPR”

      means the General Data Protection Regulation ((EU) 2016/679).

      “Terms and Conditions”

      means these terms and conditions for the use of the Subscription Services.

      “Software”

      means Polpred Offshore software as detailed in the Quotation which shall be made available via the Marine Applications Platform.

       

      “Marine Applications Platform”

      means the website located at https://apps.noc-innovations.com where the Software may be accessed or any other website notified to you by NOCI from time to time.

       

      “Quotation”

      means the quotation document provided by NOC to the Customer which details the Subscription Fee, number of Authorised Users and   Software details.

       

      “Subscription Fee”

      means the subscription fees payable by the Customer to NOCI for using the User Subscriptions as set out in the Quotation.

       

      “Subscription Service”

      means the subscription service for access to the Software provided by NOCI to you under this Agreement.

       

      “Subscription Term”

      means a period of 12 months from the Effective Date.

       

      “UK GDPR”

      has the meaning given to it in the Data Protection Act 2018.

      “User Subscriptions”

      the user subscriptions purchased by the Customer which entitles Authorised Users to access and use the Software, Subscription Services and the Documentation in accordance with this Agreement.

       

      2. Use and User Subscriptions

      2.1 These Terms and Conditions together with the Quotation form the Agreement between the Customer and NOCI.

      2.2 Subject to receipt of payment to NOCI of the Subscription Fee for the User Subscriptions (in accordance with clause 3.1) together with the Customer’s compliance with these Terms and Conditions, NOCI grants to you a non-exclusive, non-transferable right and licence without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services and the Documentation during the Subscription Term solely for the purposes set out at this clause 2.

      2.3 You may only utilize the Software and the Subscription Services for your internal business operations.

      2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.3.0 

       

      3.0 Customer Responsibilities.

      3.1 The Customer shall pay the Subscription Fees to NOCI for the User Subscriptions within 30 days of receipt of an invoice. All amounts and fees stated or referred to in this Agreement shall be payable in pounds sterling (unless otherwise agreed); are non-cancellable and non-refundable; are exclusive of value added tax, which shall be added to the Invoice(s) at the appropriate rate (where applicable).

      3.2 In relation to the Authorised Users, the Customer undertakes that the maximum number of Authorised Users that it authorises to access and use the Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased (as described in the Quotation); it will not allow or suffer any Authorised User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Services and/or Documentation; each Authorised User shall keep a secure password for their use of the Subscription Services and Documentation, and that each Authorised User shall keep their password confidential; it shall permit NOCI or NOCI's designated auditor to audit the Subscription Services in order to establish compliance with this Agreement. If any of the audits referred to in this clause reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to NOCI's other rights, the Customer shall promptly disable such passwords; and if any of the audits referred to in in this clause reveal that the Customer has underpaid Subscription Fees to NOCI, then without prejudice to NOCI’s other rights, the Customer shall pay to NOCI an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.


      3.3 Without affecting its other obligations under this Agreement the Customer shall and shall ensure that Authorised Users shall comply with all applicable laws and regulations with respect to its activities under this Agreement including, without limitation, any applicable technology control or export laws or regulations;


      3.4 The Customer shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; and shall ensure that the Authorised Users use the Subscription Services and the Documentation in accordance with this Agreement; and shall be responsible for any Authorised User's breach of this Agreement; and shall obtain and maintain all necessary licences, consents, and permissions necessary for NOCI, its contractors and agents to perform their obligations under this Agreement, including without limitation the Subscription Services; and shall ensure that its network and systems comply with any relevant specifications provided by NOCI from time to time; and shall be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to NOCI's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.


      3.5 It is the Customer’s sole responsibility to interpret the results produced by the Software and/or the Subscription Services; and to satisfy itself that the Software and/or Subscription Services meets its needs; and to determine whether the Software is ready for operational use before it is so used.

      4.0 Restrictions.

      4.1 Neither the Customer nor the Authorised User shall grant to any third-party permission to use the Software or Subscription Services outside of its organization.


      4.2 The Authorised User and/or Customer shall not interfere with or disrupt NOCI’s servers or networks; or access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software or Subscription Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and NOCI reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause; or except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Subscription Services; or access all or any part of the Software, Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation; or use the Subscription Services and/or Documentation to provide services to third parties; or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Software, Subscription Services and/or Documentation.


      4.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services, Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify NOCI.


      4.4 This Agreement shall not prevent NOCI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.


      4.5 Demonstration Licences. If you access the Software or Subscription Services for demonstration purposes, you are permitted to use the Software and Subscription Services internally for evaluation purposes to determine whether to purchase the full version of the Software and Subscription Services. Until you have purchased a full version, you must make no other use of the Subscription Services or the Software.
       

      5.0 Confidentiality

                                                                                            

      5.1 Except as otherwise set forth in this Agreement it is agreed that all code, inventions, know-how and business, technical and financial information disclosed to the receiving party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any NOCI software products or subscription services and any performance information relating to said software products and/or subscription services will be deemed Confidential Information of NOCI without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.  The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than those stated in this Agreement and that the Receiving Party remains responsible for compliance by them with the terms of this Agreement. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

       

      6. Ownership and Title.

       

      6.1 The Customer acknowledges and agrees that NOCI and/or its licensors own all intellectual property rights in the Software, Subscription Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade.marks (whether registered or unregistered), or any other rights or licences in respect of the Software, the Subscription Services, the Marine Applications Platform or the Documentation.

       

      6.2 NOCI reserves the right to make improvements, substitutions, modifications or enhancements to any part of the Software, Marine Applications Platform or Subscription Services at any time. NOCI will notify Customers of any change that it (in its discretion) deems significant or material.

       7.0 Acknowledgements and Warranty Disclaimers.

       

      7.1 The Customer acknowledges that (i) the information obtained by the Customer through use of the Subscription Services or the Software is expressly not intended to be used as the sole or conclusive means of any assessment of risk or the sole or conclusive means of decision making particularly in life-threatening environments or for potentially life-threatening applications, including, but not limited to, environments or applications involving safety critical systems and (ii) the information obtained by the Customer through use of the Subscription Services or the Software is expressly not intended to replace any assessment of actual conditions. The Customer is advised to review the warranty disclaimers set out below carefully.

       

      7.2 NOCI makes no warranty or representation that the Customer's use of the Subscription Services, Documentation or the Software will be uninterrupted or error-free; or that the Software, Subscription Services, Documentation and/or the information obtained by the Customer through the Subscription Services will meet the Customer's requirements; or that the Software, Documentation or Subscription Services will be fit for any particular purpose; or that the Software will appear precisely as described in the Documentation; or that the Software or the Subscription Services will be free from vulnerabilities or viruses.

       

      7.3 All implied warranties, terms representations and conditions including (by way of example only) the implied terms of satisfactory quality and fitness for purpose of the Software, the Subscription Services or any information obtained through the Subscription Services are excluded to the fullest extent permitted by law.

       

      7.4 NOCI is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software, Subscription Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

      7.5 NOCI makes no warranties or representations that any demonstration versions of the Subscription Services Software are of the same accuracy and standard as the full versions of the Subscriptions Services or the Software.

       

      8.0 Limitation of Liability.

      8.1 Except as expressly and specifically provided in this Agreement:

          1. the Customer assumes sole responsibility for results obtained from the use of the Software, Subscription Services and the Documentation by the Customer, and for conclusions drawn from such use. NOCI shall have no liability for any damage caused by errors or omissions in any Customer Data, information or instructions provided to NOCI by the Customer in connection with the Subscription Services, or any actions taken by NOCI at the Customer's direction;
          2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
          3. the Software, Subscription Services, Marine Applications Platform and the Documentation are provided to the Customer on an "as is" basis.

      8.2 Nothing in this Agreement excludes the liability of NOCI (a) for death or personal injury caused by NOCI's negligence; or (b) for fraud or fraudulent misrepresentation.

      8.3 Subject to clause 1 and 8.2:

          1. NOCI shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
          2. NOCI's total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the total fees paid by the Customer to NOCI for the Subscription Services in the 12 month period preceding the claim. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, NOCI’s total liability for those claims shall not exceed the single highest annual cap for those contract years.

      8.4 References to liability in this clause 8 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

       

      8.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of NOCI’s intellectual property rights.

       

      9. Term and Termination.

      9.1 This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for the Subscription Term

      9.2 You may choose to stop using the Software and terminate this Agreement at any time for any reason upon written notice to NOCI, but, upon any such termination you will not be entitled to a refund of the Subscription Fee (which is non-refundable).

      9.3  Without affecting any other right or remedy available to it:

      (a)          NOCI may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

      (b)          Without prejudice to clause 9.2 (a) NOC may terminate this Agreement immediately on written notice if the Customer commits a material breach of this Agreement.

      9.4  On termination of this Agreement for any reason:

        1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Subscription Services, Software and/or the Documentation;
        2. NOCI may destroy or otherwise dispose of any of the Customer Data contained in the Subscription Services or Software (or otherwise in its possession) unless NOCI receives, no later than ten days after the effective date of termination or expiry of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of such Customer Data. NOCI shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data;
        3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

      9.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including clauses 5 (Confidentiality), 6 (Ownership and Title), 8 (Limitation of Liability), 9.4 (Termination) 13(Governing Law and Jurisdiction) shall remain in full force and effect.

       

      10. Data Protection

      10.1 For the purposes of this clause 10, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

      10.2 The parties have determined that, for the purposes of Applicable Data Protection Laws: (a) NOCI shall act as controller in respect of the Customer Personal Data, such data shall be limited in scope to (i) Authorised User name, (ii) email address, (iii) employer name and (iv) employer category of business (with the (iii) and (iv) being optional fields); and (b) NOCI shall process the personal data described at (a) to administer and provide the Subscription Services to the Customer and its Authorised Users and for Customer management purposes.

      10.3 By entering into this Agreement, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by NOCI in connection with the processing of Customer Personal Data, provided these are in compliance with the then-current version of NOCI's privacy policy available at https://noc-innovations.com/privacy-policy/ (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence. Without prejudice to the generality of the foregoing the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to NOCI and lawful collection of the same by NOCI for the duration and purposes of this Agreement.

       

      11. Support Services. NOCI will, as part of the Subscription Services and at no additional cost to the Customer provide the Customer with NOCI’s standard customer support services during NOCI’s normal business hours in accordance with NOCI’s support services policy in effect at the time that the Subscription Services are provided. NOCI may amend its support services policy in its sole and absolute discretion from time to time.

       

      12. Publicity Rights. We may identify you as a NOCI customer in our promotional materials we will seek your express permission before doing so.

       

      13. Governing law and Jurisdiction. This Agreement is governed by English law and you submit to the exclusive jurisdiction of the English courts.

       

      14. Force Majeure. Neither NOCI or you will be liable to each other for any delay or failure to perform any obligation under this Agreement (except for a failure by you to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

       

      15. Entire Agreement. These Terms and Conditions together with the Quotation represent the entire agreement between you and NOCI relating to the Subscription Services and the Software and supersedes all prior or contemporaneous oral or written communications, proposals or representations between you and NOCI with respect to the Software or any other subject matter covered by this Agreement.

       

      16. Third Party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

       

      17. Assignment. The Customer shall not, without the prior written consent of NOCI, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. NOCI may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

       

      18. No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

       

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