Columbus: Terms and Conditions

Columbus Platform, Account and Services Terms & Conditions

Welcome to marinus.app (the "Website"). The Website is owned and operated by Marinus Global Limited, a company incorporated in England and Wales with company number 11906940. These Terms (as defined below) are important so please read them carefully.

By clicking the "I Agree" button, You acknowledge that: (i) You have read and understood these Terms and acknowledge You will be legally bound by them; and (ii) where You are using the Services on behalf of Your company or organisation, You have the authority to act on behalf of such company or organisation. You warrant that You are not accepting these Terms as a consumer.

Part 1 will always apply when You use the Website.

If you want to use the Services, You have to create an Account and Part 2 of these Terms will apply.

If You do not agree to these Terms please do not use the Website or the Services.

Company reserves the right to change these Terms at any time and You should print a copy of these Terms for Your records. You should check back regularly to see if they have changed as they will be effective from the next time that You access the Website or the Services and Your continued use of the Website and the Services shall indicate Your acceptance of any change. Company will make every effort to communicate these changes to You by notification on the Website or by email.

PART 1: GENERAL

  1. DEFINITIONS AND INTERPRETATION

    1. The following definitions and rules of interpretation apply in these Terms.

    2. Definitions:

      Account:

      the account You set up when You register on the Website.

      Company:

      Marinus Global Limited, a private limited company incorporated and registered in England and Wales with company number 11906940 whose registered office is at Onega House, 112 Main Road, Sidcup, Kent, United Kingdom, DA14 6NE.

      Confidential Information:

      includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including information about business, services, customers, finances, revenue and technical information.

      Content:

      any text, advertisement, images, graphics, sounds, videos, films, logos, information or other materials.

      Duration:

      the applicable length of time for which You pay a Subscription Fee (if any) as set out in the Fee Model.

      Fee Model:

      the model selected by You on the Website for the relevant Services when You agree to these Terms which determines the Subscription Fee (if any) and Duration and any other terms which appear on the Website and/or are provided by Your account manager in relation to the relevant model.

      IPR:

      any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

      Services:

      the services made available to You through the Website.

      Subscription Fee:

      the fees (which may be a combination of one off fees or periodic) payable by You to Company for the relevant Services. The applicable fee shall be as set out in the Fee Model selected by You.

      Terms:

      these terms and conditions of use.

      Website:

      the internet site at the domain marinus.app and all its subdomains.

      You or Your:

      An individual acting in a commercial capacity who accepts these Terms or the company or trading entity on behalf of which an individual accepts these Terms.

    3. Clause headings shall not affect the interpretation of these Terms. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

    4. A reference to: (a) a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; and (b) a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

    5. Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to one gender shall include a reference to the other gender; and (c) the words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

  2. PURPOSE OF THE WEBSITE

    1. The Website provides suppliers and buyers in the marine industry with a cloud-based procurement platform solution for the sale and purchase of goods and services. The platform offers various functions for, amongst other things, negotiating and concluding orders, and managing and monitoring completed orders.

    2. Company operates the Website as it sees fit and in its sole discretion. Company shall have total control over its appearance, structure, Content, functionality, user interface and placing of Content within the Website.

    3. Company may change, modify, amend, add to or remove functionality from the Website or in relation to Content from time to time at its discretion without notice to You provided that the Website shall always be capable of meeting its purpose described in clause 3.1 of Part 1 of these Terms.

    4. Company can accept no responsibility nor liability whatsoever, for any claims, costs, losses, expenses or damages howsoever arising whether direct, indirect or consequential in respect of any omissions or consequences of actions taken by You based on any information, opinions or advice contained within the Website.

  3. YOUR OBLIGATIONS AND WARRANTY

    1. When using the Website and Your Account (if applicable), You agree not to:

      1. attempt to undermine the security or integrity of the Website, or Company's (or its suppliers') computing systems or networks. Company will report any security breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Your identity to them;

      2. use, or misuse, the Website in any way which may impair the functionality of the Website, or impair the ability of any other user to use the Website;

      3. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Website is hosted;

      4. transmit, or input into the Website, any files or data that may damage any other person's computing devices or software, any Content that may be offensive or in violation of any law (including data or other material which You do not have the right to use);

      5. create links to the Website unless Company gives You prior written consent or as otherwise set out in these Terms;

      6. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to operate the Website except as is strictly necessary to use either of them for normal operation and other than as permitted by law;

      7. impersonate any other person while using the Website;

      8. conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website; or

      9. use the Website for any unlawful purpose.

    2. You warrant that You have the necessary authority to bind Your company or trading entity.

  4. PERSONAL DATA

    1. From time to time, Company collects stores and uses personal information collected from visitors to the Website. All processing of personal information is done in accordance with current UK data protection legislation. Please read Company's Privacy Policy for details of Company's collection and use of personal data and Your access and correction rights to any data held about You.

  5. DISCLAIMER

    1. The provision of, access to, and use of, the Website is on an "as is" basis.

    2. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

    3. You are responsible for Your use of the Services and for ensuring that such use is compliant with applicable law.

    4. Company does not warrant or represent that any particular results or outcomes will be achieved through use of the Services or the Website.

    1. Company will use reasonable endeavours to make the Website and Services available at all times but does not warrant or guarantee that the Website or Services will always be available or that they will be uninterrupted or error free.

    2. If You have any technical problems with the Website, You must make all reasonable efforts to investigate and diagnose problems before contacting Company. If You still need technical help, please check the support provided online by Company on the Website or failing that email [email protected]

    1. Company uses industry standard security processes and procedures to protect the Website against viruses, worms, Trojan horses, malware and other disabling devices but Company cannot guarantee that the Website will be free from the same or totally secure.

    1. Company shall have no liability for any errors, omissions, inaccuracies or misleading statements or representations in any Content or instructions provided to Company in connection with the Website or any actions taken by Company at Your discretion.

    2. Company can accept no responsibility nor liability whatsoever, for any claims, costs, losses, expenses or damages howsoever arising whether direct, indirect or consequential in respect of any omissions or consequences of actions taken by You based on any information, opinions or advice contained within the Website.

    1. All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of satisfactory quality, fitness for purpose and title.

    2. Services may include a contracts section which allows You to draft and communicate Your contractual terms to other users of the Website. Company does not accept any responsibility whatsoever for the Content of the Contracts section. You might need to seek the advice or services of a lawyer or other appropriately qualified professional to create such Content.

  1. HYPERTEXT AND COOKIES

    1. Where the Website is linked to any website operated by any third party Company accepts no responsibility or liability arising in respect of any content, information or transaction on or carried out on such third party website. The presence of a link on the Website shall not be deemed to be a recommendation or endorsement of such third party website by Company. Your dealings with third party websites are solely between You and the applicable third party and You should read their terms and conditions and policies before using them.

    2. You may create Your own reference to the Website, provided that Your reference is in a text-only format. You may not use any link to the Website as a method of creating an unauthorised association between an organisation, business, person, event, goods or services and any of Company's companies (including, for the avoidance of doubt marinus.app, and agree that no such link shall portray Company or any company (or Company or their activities, products or services) in a false, misleading, derogatory or otherwise objectionable manner. Company reserves the right to withdraw permission to use links to the Website at any time.

    3. The Website uses cookies. Please read our Cookie Policy and Privacy Policy for further details.

  2. INTELLECTUAL PROPERTY RIGHTS

    1. All IPR contained in and pertaining to the Website and its Content, including any trademarks used on the Website, copyright in any Content and rights in any data contained on the Website are owned by or licensed to Company. You are not given any right to use any IPR contained in or pertaining to the Website otherwise than as expressly permitted in these Terms or by law. Any transfer, sale, distribution, reproduction, copying or modification of any Content or the Website itself (in whole or in part) is strictly prohibited other than with the prior written consent of Company.

    2. You agree that Company is free to use any comments, information or ideas contained in any communication You may send to us without compensation, acknowledgement or payment to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Website, products or services.

    3. You grant Company a royalty-free, limited, revocable licence to display and use to the extent necessary to provide the Services, Your logo, trademark, business name or any other IPR in any Content which You provide to Company.

    4. You warrant that any Content provided by You to Company does not infringe the IPR or other rights of any third party and You are responsible for ensuring that any Content that You provide within the Website is accurate, complete, truthful and compliant with law.

  3. INFRINGEMENT AND INDEMNITY

    1. Company reserves the right to remove any material You upload or post onto the Website if, in its opinion, such material infringes or is likely to infringe the IPR of any third party.

    2. Company will not be responsible or liable to You for the content or accuracy of any material uploaded or posted by any other user of the Website.

    3. You hereby agree to indemnify Company (who shall have no duty to mitigate its loss) in full and on demand against all claims, demands and all direct and indirect damages, losses, costs and expenses and any consequential loss made against or incurred or suffered by Company resulting from any claim that the Content of any material uploaded or posted onto the Website infringes the IPR of any third party.

    1. If You believe that the Content of any material uploaded or posted onto the Website infringes Your IPR, please notify Company at the address stated above or at [email protected]

  1. LIABILITY

    1. This Clause 10 sets out the entire liability of Company under or in connection with these Terms including any liability for the acts or omissions of its employees, agents and sub-contractors and in respect of:

      1. any breach of these Terms;

      2. any use made by the You of the Services and Website; and

      3. any representation, statement or tortious act or omission (including negligence).

    2. Nothing in these Terms excludes either party's liability for:

      1. death or personal injury caused by their negligence; or

      2. fraud or fraudulent misrepresentation; or

      3. any liability which cannot be legally excluded or limited.

    3. Company will not be responsible to You for any business losses that You may incur, including but not limited to, loss of data, loss of profits, loss of goodwill, pure economic loss, corruption of data or information or business interruption.

    4. Company shall not be liable for any losses or damage that anyone (including any consumers) may suffer as a result of relying on Content provided by You.

    5. Neither party will be liable for any indirect or consequential losses arising out of or in connection with these Terms.

  2. BARRING FROM THE WEBSITE

    1. Company reserves the right to bar You from the Website and/or restrict or disable Your access or use of Your Account and/or any or all elements of Company's services, on a permanent or temporary basis at Company's sole discretion.

  3. LINKS TO OTHER WEBSITES

    1. Company does not monitor the content of other websites and any links provided on the Website are for Your convenience only. Company makes no representation or warranty as to the content of such third party websites. Company excludes all liability for any third party material made available on the Website or contained on any third party website that it links to.

    2. No links are permitted to the Website and other sites are not permitted to embed text in the Website without our express consent in writing. Company will not allow any use of our logo as a ‘hot’ link to the Website unless approved in advance in writing.

  4. CONFIDENTIALITY

    1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, use, disclose or make any Confidential Information available to any person, other than as contemplated by these Terms.

    2. Each party's obligations under this Clause 13 will survive termination of these Terms.

    3. The provisions of Clause 13.1 shall not apply to any information which:

      1. is or becomes public knowledge other than by a breach of this clause;

      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

      4. is independently developed without access to the Confidential Information.

  5. GENERAL

    1. Language: These Terms and all communications between us will be in English.

    2. Consequences of termination: Any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect.

    3. Conflict: If there is an inconsistency between any of the provisions in these Terms and any relevant section of the Website, the provisions in these Terms shall prevail.

    4. Entire Agreement: These Terms, and any documents or sections of the Website referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

    5. Waiver and Variation: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

    6. Events Beyond Our Reasonable Control: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control (including failure of the internet, and failure of sub-contractors and/or suppliers). This clause does not apply to any obligation to pay money.

    7. No Assignment: You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

    8. Rights of Third Parties: No person who is not a party to these Terms shall have the right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights granted or benefits enjoyed under these Terms.

    9. Severability: If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

    10. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Company must be sent to [email protected] or to any other email address notified by email by Company. Notices to You will be sent to the email address provided when registering Your Account or sending Your enquiry.

    11. No Partnership: Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.

    12. Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or the subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

PART 2: CREATION OF ACCOUNT AND RECEIPT OF SERVICES

  1. COMPANY'S SERVICES

    1. General

      1. Subject to payment of the Subscription Fees (if any), Company shall provide the Services to You in accordance with these Terms for the Duration.

      2. Company shall provide the Services with reasonable care and skill and in accordance with applicable law.

  2. YOUR RIGHTS AND RESTRICTIONS

    1. You must register an Account with Company to use the Services available on the Website. You must be at least 18 (eighteen) years old.

    2. You may make copies of Your information contained in Your Account in any format and only to the extent necessary to do so, You may make copies of reasonable portions of the Website and the Content of the Website and Your Account.

    3. When You create Your Account on the Website, You will be required to provide Your full name and business email address. The password for Your Account will be automatically generated and sent to the business email address You have provided. You must ensure that Your password is kept secure and confidential. You must immediately notify Company of any unauthorised use of Your password or any other breach of security. You are responsible for any activity on Your Account. It is Your sole responsibility to monitor and control access to and use of Your Account and password. You must take all other actions that Company reasonably deems necessary to maintain or enhance the security of Company's computing systems and networks and Your access to the Services.

    4. You shall ensure that You have the consent of any individual whose information is entered into or processed by the Services to use such information in connection with the Services and for Company, its contractors and agents to process such information.

    5. General Obligations

You shall in a timely and efficient manner:

      1. Follow all reasonable instructions of Company from time to time and provide all necessary co-operation to Company in connection with the Services;

      2. Provide Company with all reasonable and necessary access to such information as may be required by Company in order to provide the Services;

      3. Obtain and shall maintain all necessary licences, consents, and permissions necessary for Company, its contractors and agents to perform their obligations under these Terms, including in particular to ensure that You have the consent of any individual whose information is entered into or processed by the Services to use such information in connection with the Services and for the Company, its contractors and agents to process such information; and

      4. Be solely responsible for procuring and maintaining its network connections or telecommunications links for accessing the Website and Services.

    1. Provision of Your services

      1. You shall:

        1. provide the Content, (excluding any Content which the Company agrees to create for You) by the time and date specified by the Company;

        2. update the Content when any details change;

        3. ensure that all Content is up-to-date, accurate, complete and not misleading; and

        4. provide any other information reasonably required by Company to provide the Services.

      2. You are responsible for ensuring that Content that You provide within the Website is accurate, complete, truthful, compliant with law and does not infringe any IPR of any third party.

    2. Where You use the "Comments" functionality of the Website ("Comments"), You acknowledge and agree that:

      1. You remain solely responsible for the Content of any message You post on the Comments section of the Website;

      2. You will not post any Content which is false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, adult material, or otherwise in violation of any applicable laws;

      3. You will not post any links to websites or any email addresses in the Comments;

      4. it is impossible for Company to actively monitor all posts. While Company will attempt to remove or edit any generally objectionable material as quickly as possible, You accept that Company does not continually monitor the posted messages, and as such, Company is not responsible for their content;

      5. all comments express the views and opinions of the author and not the administrators, moderators or webmaster (except for posts by these people) and therefore Company is not responsible for the comments made; and

      6. Company reserves the right to reveal Your identity (or any other related information collected on this service) in the event of a formal complaint or legal action arising from any situation caused by Your use of the Comments.

    3. If You consider any information in the Comments to be objectionable, You are encouraged to notify Company and Company will examine Your concerns and take appropriate action if it deems it necessary.

    4. Communication Conditions

      1. If You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for Your legitimate purposes and in accordance with the law. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services or for advertising or marketing purposes in relation to the Services, including offers of goods or services for sale or for unsolicited e-mail.

      2. When You make any communication on the Website, You represent that You are permitted to make such communication. Any communications shall be conducted in a courteous and professional manner. Company is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services.

      3. Company reserves the right to remove any communication or any material held within the Services at any time in its sole discretion.

  1. PAYMENTS AND REFUNDS

    1. Subscription Fees (if any) are paid in advance at the time You create Your Account on the Website and upon each renewal of the Duration unless otherwise agreed with Your account manager.

    2. Where You are required to pay Subscription Fees, or where You pay additional fees as described below, the relevant Services begin once payment has been received (unless agreed otherwise with Your account manager).

    3. Additional fees apply for some optional elements of the Services which either:

      1. Your account manager will confirm in writing before You choose to purchase the optional Services; or

      2. will be displayed within Your Account before You confirm that You wish to purchase the optional Services.

    4. Company requires payments for Services by credit or debit card or via Stripe or any other payment provider unless otherwise agreed in advance. Company will charge You in United States dollars.

    5. Please ensure that Your payment card details are kept up to date. If Company is unable to process payment from Your card, Company regrets that it will be necessary to suspend Your Account and subscription until You provide Company with details of a valid payment card. You can do this by contacting customer services or by updating Your card details stored securely in Your Account. You will still be liable for any outstanding payments that could not be met when Your account was suspended.

    6. If You fail to pay any amount due under these Terms, Company is entitled to charge interest on the overdue amount, from the due date up to the date of actual payment (after as well as before judgement), accruing on a daily basis at the rate of 2% per annum above the base rate for the time being of the Bank of England.

  2. LIABILITY

    1. Subject to Clauses 9.2, 9.3, 9.4 and 9.5 of Part 1 the total liability of Company in any 12 month period arising out of, or in connection with these Terms whether for negligence or breach of contract or howsoever arising shall in no event exceed the total Subscription Fees paid by You during the 12 month period immediately preceding the event giving rise to the claim.

    2. You shall indemnify Company against all claims, costs, expenses, damage and loss arising from Your breach of any of these Terms or any losses suffered by Company as a result of Your use of the Services, including any costs relating to the recovery of any fees that are due but have not been paid by You.

  3. TERMINATION

    1. These Terms will continue for the Duration unless and until terminated by either party in accordance with these Terms.

    2. If You have selected a Fee Model which has a:

      1. duration that is stated to automatically renew upon expiry then the Duration shall automatically renew upon expiry provided: (i) payment has been received by the Company; and (ii) neither party gives the other party written notice prior to the end of the then current Duration to terminate these Terms, in which case these Terms shall terminate without payment of any compensation or damage due to such termination.

      2. fixed Duration, then these Terms shall automatically expire at the end of the Duration.

    3. You may end Your subscription for the relevant Services by contacting Your account manager (if You have one), following the cancellation links in Your Account or contacting the Company's customer services team. To avoid being charged the Subscription Fees or any other fees, the Company must receive Your cancellation notice 72 hours in advance of the renewal of the Duration.

    4. Either party may terminate these Terms immediately on giving written notice where the other party:

      1. breaches any of these Terms (including by non-payment of any fees) and does not remedy the breach, if the breach is capable of being remedied, within seven (7) days after receiving notice of the breach;

      2. breaches any of these Terms and the breach is not capable of being remedied; or

      3. becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction.

    5. Where Company has a right to terminate these Terms, Company may instead suspend Your use of the Services or the Website for any definite or indefinite period of time.

  4. CONSEQUENCES OF TERMINATION

    1. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms:

      1. You will immediately cease to use the Services; and

      2. Company will suspend Your access to the Services.

    2. Clauses 5, 7, 8, 9, 11, 12 and 13 of Part 1 of these Terms and Clauses 16 and 19 of Part 2 of these Terms shall survive the expiry or termination of these Terms.

Updated July 2019