1.1 These are the terms and conditions on which we operate the Platform.
1.2 Please read these terms carefully before you use the Platform. These terms tell you who we are, how the Platform is operated and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.4 We may occasionally release new services for the Platform, including new tools and features. Your use of new services will be governed by these Terms from the moment they become available.
1.6 We may occasionally update these Terms and we will notify you by posting a prominent notice on the Platform where we do so in a significant way. By using the Platform, you agree to be legally bound by these Terms as updated from time to time.
2 DEFINITIONS AND INTERPRETATION
2.1 The following terms shall have the meanings set out in these Terms:
2.1.1 “ROV” means a remotely operated vehicle;
2.1.3 “Client” means a company or other organisation registered to use the services available on the Platform.
2.1.4 “Account Holder” means an individual who is, or will be, permitted to log into the Platform on behalf of a Client;
2.1.5 “Lead Account Holder” means the Account Holder with administrative control over the Client’s registration to use the Platform;
2.1.6 “Supplier” means a Client that is using the Platform to offer its ROVs or associated services to Buyers;
2.1.7 “Buyer” means a Client that is using the Platform to source ROVs or associated services from Suppliers; and
2.1.8 “Intellectual Property Rights” means (a) copyright, rights related to or affording protection similar to copyright (including moral rights), rights in databases, patents and rights in inventions, trade marks, service marks, rights in internet domain names and website addresses, goodwill and rights to sue for passing off or unfair competition and other rights in trade names, designs, know-how, trade secrets and other rights in confidential information; (b) applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and; (c) all other rights having equivalent or similar effect in any country or jurisdiction.
2.2 When we use the words “writing” or “written” in these terms, this includes emails.
3 INFORMATION ABOUT US AND HOW TO CONTACT US
3.1 We are ROVHUB Limited, a company registered in Scotland with company number SC563369 and our registered office at 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ, Scotland. Our VAT number is GB 274 1783 84 (“ROVHUB”, “we” or “us”).
3.2 You can contact us by telephoning our customer service team at +44 (0) 1224 460 400 or by writing to us at email@example.com or ROVHUB Limited, 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ, Scotland.
3.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us.
4.1 You may access certain parts of the Platform without creating an account. In this case, you will nonetheless be bound by these Terms.
4.2 You will need to register with us in order to use the ROV matchmaking service and certain other services available on the Platform. You can initiate the registration process via a clearly marked button on the home page of the Platform.
4.3 Approval of registration applications is solely at ROVHUB’s discretion.
4.4 By applying for registration on the Platform you are warranting to us that: (i) you are at least 18 years old; (ii) you have not previously had a registration application declined or account involuntarily terminated; (iii) you do not already have an account for the Platform; and (iv) you are using the Platform for commercial purposes only and not in your capacity as a consumer.
4.5 Registration applications must be made using your corporate email address from the organisation you represent. For account security reasons, we do not accept applications made using generic email addresses such as @gmail, @hotmail and @yahoo.
4.6 We may restrict your access to the Platform to such parts as are relevant to your membership type and/or the services requested or provided by your organisation.
4.7 You must keep your login details confidential and must not allow anybody else to access your account.
4.8 You are solely responsible and liable for all activities undertaken by your account.
4.9 If you submit inaccurate information to the Platform, we may suspend or terminate your account.
4.10 We may suspend or terminate any accounts which we deem to be in violation of any of these Terms.
4.11 You may terminate your account voluntarily by contacting firstname.lastname@example.org.
4.12 Where your account is terminated, your personal information shall be deleted.
5 LEAD ACCOUNT HOLDERS
5.1 By default, the first Account Holder to register to use the Platform on behalf of a Client shall be the Lead Account Holder for that Client. The Lead Account Holder can appoint an additional or alternate Lead Account Holder via the Client account management panel within the Platform.
5.2 The Lead Account Holder(s) shall:
5.2.1 ensure that the registered Client name, address, billing and other contact details for the relevant Client are correct and complete and are promptly updated as required;
5.2.2 be responsible for approving requests by others to become Account Holders for their organisation;
5.2.3 ensure that only Account Holders authorised by their organisation have access to the Platform;
5.2.4 allocate, manage and update Account Holders’ user permissions via the Platform’s client account management panel;
5.2.5 promptly end an Account Holder’s access to the Platform where an Account Holder terminates their engagement with the relevant Client, is no longer authorised to act on behalf of the Client or otherwise ceases to require access to the Platform on behalf of the Client; and
5.2.6 ensure handover to a replacement Lead Account Holder before the Lead Account Holder terminates their engagement with the Client, is no longer authorised to act on behalf of the Client or otherwise ceases to require access to the Platform on behalf of the Client.
6 PLATFORM USE
6.1 You may not:
6.1.1 use the Platform in any improper or unlawful manner or for improper or unlawful purposes;
6.1.2 act in a manner that would cause damage to us, the Platform or another Client or Account Holder.
6.2 You must comply with any instructions that we give regarding your use of the Platform.
6.3 You are responsible for the actions of any person logging into the Platform using your account details.
6.4 You may not post or submit any content to the Platform which:
6.4.1 is discriminatory, racially offensive, abusive, offensive, threatening, intimidating, inaccurate, incomplete, obscene, profane, sexually explicit, harassing or illegal;
6.4.2 infringes any other person’s rights, including Intellectual Property Rights and right of privacy;
6.4.3 is inaccurate, misleading, untruthful or defamatory;
6.4.4 contains information, images, portraits, photographs, videos or audio of any other person without their consent;
6.4.5 contains any information which can be used to identify you, including your name, address, contact information or details of your employer except where clearly permitted on the Platform;
6.4.6 is intended to solicit or obtain information about another Client or Account Holder;
6.4.7 contains advertising or promotional content except where clearly permitted on the Platform;
6.4.8 contains harmful viruses, worms or other software;
6.4.9 contains a link to illegal or inappropriate material; or
6.4.10 consists of any similar activities to those described above.
6.5 The Platform is for commercial use only. It may not be used by individuals in their capacity as consumers.
6.6 Any ROV matches made by the Platform should not be considered an endorsement of any Client or a recommendation to do business with them. You should satisfy yourself before contacting or conducting business with any other Client.
6.7 Account Holders should report any suspected misuse of the Platform to email@example.com.
6.8 The ROV matching services on the Platform is solely for matching Buyers and Suppliers. Once you have been provided with contact details for another Client, you should contact them directly. We shall have no involvement in, or liability (howsoever arising) for, any subsequent communications or dealings between Buyers and Suppliers outside of the Platform.
7 ROV MATCHING SERVICE – SUPPLIERS
7.1 To post availability of a ROV or associated service, you should enter requested information in the Platform’s asset management panel and use the checkboxes provided to manage their visibility to Buyers.
7.2 You may not knowingly submit any inaccurate or misleading information to the Platform. This includes asset specifications and company accreditations and certifications.
7.3 You are responsible for keeping the information in your postings (including technical information and availability to the market) up to date.
7.4 You may not have more than one posting for the same ROV live at any time.
7.5 You are responsible for your postings and we will have no liability for any content posted by you.
7.6 We may remove or refuse to accept any postings that we deem inappropriate or incompatible with these Terms. Our decision in this regard shall be final.
7.7 ROVHUB will make initial introductions between Buyers and matching Suppliers who agree to our commission terms, but we will not participate in any subsequent negotiations. Suppliers will conduct their own negotiations directly with Buyers and will make their own legal, practical and other arrangements regarding rental or sale of a ROV to a Buyer.
7.8 ROVHUB makes no representation or warranty of any kind regarding Buyers. Suppliers will conduct business with Buyers at their own risk.
8 ROV MATCHING SERVICE - BUYERS
8.1 You should complete an online enquiry form to provide the Platform with the information required to find relevant Suppliers in our database.
8.2 You may only use the Platform to make genuine enquiries for firm requirements. We shall be entitled to delete all enquiries we have reason to suspect are not genuine. We may terminate the account of any Client who submits a non-genuine enquiry.
8.3 You may not use the Platform to conduct market surveys or price checks.
8.4 We may restrict the number of searches that a Buyer can carry out in a given time period. Buyers will be informed of the maximum number that it can make in a specific period.
8.5 You may not include any information on an enquiry form that could reveal the identity of you or your employer. This includes, but is not limited to, names, contact details, project names, social media tags and hyperlinks.
8.6 Where your requirements change, have been fulfilled or are cancelled, you should promptly inform ROVHUB or update the enquiry via your control panel on the Platform.
8.7 We do not guarantee that there will be any match for your requirement in our database nor any response from Suppliers to your enquiry. ROHVUB will have no liability for any impact this may have on your business.
8.8 ROVHUB will make initial introductions between Buyers and matching Suppliers who agree to our commission terms, but we will not participate in any subsequent negotiations. Buyers will conduct their own negotiations directly with Suppliers and will make their own legal, practical and other arrangements regarding hire or purchase of a ROV from a Supplier.
8.9 ROVHUB makes no representation or warranty of any kind regarding Suppliers. Buyers will conduct business with Suppliers at their own risk.
9 ROV MATCHING SERVICE - COSTS AND PAYMENTS
9.1 The Platform is free to use for Buyers.
9.2 There is no charge to Suppliers for listing their ROVs in the matchmaking section of the Platform and making them searchable by Buyers.
9.3 Suppliers whose ROVs match a hire or purchase enquiry will receive a notification email asking them to log in to their account to view the details. If they wish to pursue the opportunity, they can submit an Expression of Interest to ROVHUB and ROVHUB will contact them to discuss it further. Suppliers wishing to be introduced to the Buyer must agree separate commission terms that specify ROVHUB’s remuneration should the Supplier secure the Buyer’s business. Agreement to the commission terms by email is valid. If a Supplier is unsuccessful there is no fee payable to ROVHUB.
9.4 Clients who terminate their accounts or whose accounts are suspended or terminated due to breach of these Terms are required to fulfil their obligations to ROVHUB in relation to business initiated through the Platform. This includes payment of agreed commission due to ROVHUB and settlement of our outstanding invoices.
9.5 Our invoices are generated automatically using the address, full official billing name and other Client information provided by the Lead Account Holder during registration. It is therefore important that this information is entered fully and correctly. Any errors in this information shall not give a Client grounds for non-payment or late payment of an invoice. Payment is due within 30 days of an invoice being issued. Interest of 5% per annum above Bank of England base rate will accrue for late payment.
9.6 ROVHUB accepts payments in USD, EUR and GBP. The Client is responsible for paying any charges it incurs for currency conversion or transfer of funds in settlement of our invoices.
10 ADVERTISING ON ROVHUB
10.1 ROVHUB can host relevant display advertising on the Platform’s home page and certain inside pages. Prices, layout options, specifications and submission information are provided on a rate card which is available on request via a form on the website.
10.2 You are responsible for your advertisement and we will have no liability for any content submitted by you. You warrant that your advertisement is accurate and fair and does not include unlawful or other prohibited content. You must promptly request removal or modification of your advertisement if it ceases to conform with these requirements during its booked period.
10.3 We may remove or refuse to accept any advertisement that we deem inappropriate or incompatible with these Terms, not relevant to the Platform’s Clients, of poor quality, or for any other reason. Our decision in this regard shall be final.
10.4 Details of the position, publication date, duration and pricing of your advertisement shall be agreed between you and ROVHUB by email and shall be binding.
10.5 To allow time for ROVHUB to review and approve your advertisement you must email artwork and associated links to us a minimum of five working days before the agreed date of publication. Late submission may result in delayed publication.
10.6 Clients will be invoiced for their advertisement on the day of publication and full payment is due within 14 days. We reserve the right to remove your advertisement from the Platform in the event of late payment.
10.7 Clients may request that their advertisement is removed from the Platform before the end of its booked duration but no refund will be given for the remaining balance of the booking.
10.8 ROVHUB will use reasonable endeavours to maintain availability of advertisements during their booked period but we do not guarantee 100% availability.
11 INTELLECTUAL PROPERTY
11.1 All Intellectual Property Rights in and to the Platform shall remain our property, with the exception of Client submitted content containing that Client’s Intellectual Property Rights.
11.2 Where you upload any content containing your Intellectual Property Rights to the Platform, you grant us the indefinite right to reproduce, display, modify, manage, distribute and store your Intellectual Property Rights as part of, or promotion for, the Platform. We are under no obligation to compensate you for any use we make of your Intellectual Property Rights under these Terms.
11.3 If you print off, copy or download any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
12 LIMITATION OF LIABILITY
12.1 Nothing in these Terms limits or excludes our liability for:
12.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 breach of the terms of section 2 of the Supply of Goods and Services At 1982 (title and quiet possession).
12.2 Subject to paragraph 12.1, we will not be liable to you, whether in contract, delict, tort, breach of statutory duty, or otherwise in connection with these Terms for:
12.2.1 loss of profits;
12.2.2 loss of sale or business;
12.2.3 loss of agreements or contracts;
12.2.4 loss of anticipated savings;
12.2.5 loss of use or corruption of software, data or information;
12.2.6 loss or damage to goodwill; and
12.2.7 any indirect or consequential loss.
12.3 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Platform.
12.4 Where permitted by law, we shall have no liability to you in respect of your use of the Platform.
13.1 We do not make any representation or warranty of any kind, either express or implied in relation to the Platform or any content, products and services provided through it including, without limitation, any warranties in relation to fitness for a particular purpose or in relation to the quality, completeness, accuracy or reliability of the Platform and all content, products and services provided through it.
13.2 Without limiting the generality of paragraph 13.1, you acknowledge and agree that ROVs and associated services are provided by our Clients and not by us. We have no control over, nor do we accept any responsibility or liability for, any issues you may encounter with them.
13.3 We do not guarantee that the Platform will always be available or error free, that defects will be corrected, or that the Platform or the server that makes it available are or will be always free of viruses or other harmful components.
13.4 The representation or omission of geographic entities on the Platform should not be interpreted to give any opinion on our part of the legal status of any territory, its authorities or the delimitation of its boundaries.
13.5 We reserve the right to withdraw or discontinue any product or service at any time at our sole discretion.
14 THIRD PARTY LINKS AND RESOURCES
14.1 Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only.
14.2 We assume no responsibility for the conduct of other Clients or the content of websites linked to on the Platform. Links to websites should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage arising from your use of linked websites.
15 LINKING TO OUR WEBSITE
15.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
15.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
15.3 The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the home page.
15.4 We reserve the right to withdraw linking permission without notice.
16.1 We do not guarantee that our Platform will be secure or free from bugs or viruses.
16.2 You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
16.3 You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.
17.1 You undertake that you will not at any time disclose to any person any confidential information about the Platform or our business, affairs, Clients or suppliers.
17.2 For the avoidance of doubt, the existence and purpose of the Platform shall not be considered confidential information for the purposes of paragraph 17.1.
18.1 We may require Clients and prospective Clients to provide evidence of their status as a business in the form of a VAT number or other evidence. To comply with our legal obligations, we may also require you to provide documentation for certain other purposes connected with your use of the Platform, including verification of your identity and confirmation that we are not prohibited from dealing with you.
18.2 It is your responsibility to ensure that you comply with any sanctions or embargoes put in place by your government or international bodies when conducting business with any country, company or individual that you connect with through the Platform.
18.3 You shall indemnify us for any loss incurred by us in connection (i) your use of the Platform; and (ii) your failure to comply with these Terms.
18.4 We may add, edit or delete data associated with you, the Client or its assets in order to maintain or enhance the quality and functionality of the Platform.
18.5 We may remove the Platform, cease the provision of any of the services made available through it, or terminate your membership of the Platform and the agreement between you and us at any time in our sole discretion for any reason.
18.6 Termination of the agreement between you and us will not affect your or our rights and remedies that have accrued at termination.
18.8 These Terms do not create or infer any rights that are enforceable by any person who is not party to them.
18.9 Any notice or communication given under or in connection with these Terms must be in writing. For the avoidance of doubt, communication by email is valid.
18.10 You may not transfer any rights or obligations under these Terms to any other person.
18.11 Where one part of these Terms is unenforceable, it shall not affect the validity of the rest of these Terms.
19 APPLICABLE LAW
19.1 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the law of Scotland. We both agree to the exclusive jurisdiction of the Scottish courts.