1 INTRODUCTION
1.1 These are the terms and conditions on which we operate the Platform and our Services.
1.2 Please read these terms carefully before you use the Platform and our Services. 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.
1.3 These terms and conditions (“Terms”) incorporate and should be read in conjunction with our Privacy Policy. Our Privacy Policy informs you as to how we look after your personal data when you use the Platform and tells you about your privacy rights and how the law protects you.
1.4 We may occasionally release new features for the Platform, including new tools and functions. Your use of new features will be governed by these Terms from the moment they become available.
1.5 These Terms govern the relationship and, together with the information you provide to us, form a legally binding agreement between you and us. These Terms and our Privacy Policy set out your rights and obligations in respect of the Platform and our Services. Please read them carefully before using the Platform. If you do not agree with these Terms, you must stop using the Platform immediately.
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 and our Services, 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 standard commercial-standard underwater remotely operated vehicle. ROVHUB does not currently deal with small units designed for personal use, special-purpose systems such as hull and net cleaners, prototypes, autonomous underwater vehicles (AUVs), unmanned surface vessels (USVs), aerial drones or units that operate on land;
2.1.2 “Equipment” means major items of equipment associated with ROVs, such as LARS, TMS, manipulators, thrusters, sonars and other high-value items. ROVHUB does not deal with small spare parts and routine maintenance items;
2.1.3 “Asset” means a ROV or Equipment;
2.1.4 “Platform” means: (i) the rovhub.com website; and/or (as applicable); (ii) the ROV brokerage service and other services available to registered Clients at www.rovhub.com;
2.1.5 “Services” means business conducted with ROVHUB outside the Platform, including business conducted by telephone or email.
2.1.6 “Client” means a company or other organisation registered to use the services available on the Platform and a company or other organisation using our other Services.
2.1.7 “Account Holder” means an individual who is, or will be, permitted to log into the Platform on behalf of a Client;
2.1.8 “Lead Account Holder” means the Account Holder with administrative control over the Client’s registration to use the Platform;
2.1.9 “Supplier” means a Client that is using the Platform or our Services to offer its Assets to Buyers;
2.1.10 “Buyer” means a Client that is using the Platform or our Services to source Assets from Suppliers; and
2.1.11 “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 protected] 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 REGISTRATION
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 have to register with us to offer Assets for sale, to enquire about them and to use 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 Assets 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 [email protected].
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 Assets shown on the Platform should not be considered an endorsement of any Client or a recommendation to do business with them. You should do your own due diligence before conducting business with any other Client.
6.7 Account Holders should report any suspected misuse of the Platform to [email protected].
7 SUPPLIERS
7.1 To offer an Asset for sale, you should submit the required information via the Platform’s relevant forms or by telephone or email. These Terms also apply to Suppliers who submit information by telephone or email. ROVHUB will review the submitted information and contact you for any clarifications before summarising it and posting it to our website.
7.2 You may not knowingly submit any inaccurate or misleading information to ROVHUB, either via the Platform, by email or by any other means. This includes specifications, photos and descriptions of the Assets. You are responsible for the information you provide and we will have no liability for any content submitted by you.
7.3 You are responsible for keeping information about your Assets up to date. This includes technical information, availability and pricing. You should promptly inform ROVHUB of any changes by emailing us at [email protected]. ROVHUB will periodically send emails to Suppliers to remind them to check the status of offered Assets and to update it as required.
7.4 You agree that ROVHUB has permission to edit photos you supply to remove logos, serial numbers and other identifying features to keep your ownership of the Assets confidential.
7.5 You may not have more than one posting for the same Asset live at any time.
7.6 We may remove or refuse to accept any submissions that we deem inappropriate or incompatible with these Terms. Our decision in this regard shall be final.
7.7 ROVHUB will liaise as broker between Suppliers and potential Buyers. If discussions advance, we will make introductions, handle requests for additional Asset information, arrange for inspections and assist as required in subsequent negotiations. Suppliers will conduct their own due diligence on Buyers and will make their own legal, practical and other arrangements regarding sale of an Asset.
7.8 ROVHUB makes no representation or warranty of any kind regarding Buyers. Suppliers will conduct business with Buyers at their own risk.
7.9 If Asset sale postings or any subsequent sale negotiations are unsuccessful, ROHVUB will have no liability for any impact this may have on your business.
8 BUYERS
8.1 You should log in to the Platform and complete the enquiry form linked to an Asset to express interest in it and request more information. You must be a registered user to log in. Alternatively, you can submit your enquiry by telephone or email. These Terms also apply to Buyers who contact us by telephone or email.
8.2 You may only use the Platform or ROVHUB 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 or ROVHUB to conduct market surveys or price checks.
8.4 You may not use the Platform or ROVHUB to source Assets for military purposes.
8.5 When your requirements change, have been fulfilled or are cancelled, you should promptly inform ROVHUB by emailing us at [email protected]. ROVHUB will periodically send emails to Buyers to remind them to check the status of their enquiries and to update them as required.
8.6 ROVHUB will liaise as broker between Buyers and potential Suppliers. If discussions advance, we will make introductions, handle requests for additional Asset information, arrange for inspections and assist as required in subsequent negotiations. Buyers will conduct their own due diligence on Assets and on Suppliers and will make their own legal, practical and other arrangements regarding the purchase of Assets.
8.7 Unless otherwise stated, Assets are sold by Suppliers on an “ex works” and “as is / where is” basis, with no guarantees or warranties.
8.8 We do not guarantee availability of any Assets shown on the Platform. We will check availability with the Supplier when we receive your enquiry. If an Asset is no longer available, we will endeavour to offer you an alternative.
8.9 ROVHUB makes no representation or warranty of any kind regarding Suppliers or the Assets they are selling. Buyers will conduct business with Suppliers at their own risk.
8.10 If purchase enquiries and any subsequent purchase negotiations are unsuccessful, ROHVUB will have no liability for any impact this may have on your business.
9 COSTS AND PAYMENTS
9.1 There is no charge to Suppliers for listing their Assets on the Platform but Suppliers will pay a modest pre-agreed commission to ROVHUB when it successfully brokers the sale of their Asset. Commission details are to be agreed separately before ROVHUB introduces Suppliers to potential Buyers. Agreement to the commission terms by email is valid. If there is no sale, no commission is payable.
9.2 The Platform and ROVHUB’s brokerage service is normally free to use for Buyers. In exceptional circumstances when the Supplier cannot pay for our service (e.g. the Supplier is in administration), then a finder’s fee will be paid to ROVHUB by the Buyer. This will always be discussed and agreed in advance of proceeding with purchase negotiations.
9.3 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 or by telephone or email. This includes payment of agreed commission due to ROVHUB and settlement of our outstanding invoices.
9.4 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.
9.5 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 INTELLECTUAL PROPERTY
10.1 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.
10.2 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.
10.3 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.
11 LIMITATION OF LIABILITY
11.1 Nothing in these Terms limits or excludes our liability for:
11.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms of section 2 of the Supply of Goods and Services At 1982 (title and quiet possession).
11.2 Subject to paragraph 11.1, we will not be liable to you, whether in contract, delict, tort, breach of statutory duty, or otherwise in connection with these Terms for:
11.2.1 loss of profits;
11.2.2 loss of sale or business;
11.2.3 loss of agreements or contracts;
11.2.4 loss of anticipated savings;
11.2.5 loss of use or corruption of software, data or information;
11.2.6 loss or damage to goodwill; and
11.2.7 any indirect or consequential loss.
11.3 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Platform or our Services.
11.4 Where permitted by law, we shall have no liability to you in respect of your use of the Platform or our Services.
12 DISCLAIMERS
12.1 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.
12.2 Without limiting the generality of paragraph 12.1, you acknowledge and agree that Assets are provided by Suppliers and not by us. We have no control over, nor do we accept any responsibility or liability for, any issues you may encounter with Assets or Suppliers.
12.3 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.
12.4 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.
12.5 We reserve the right to withdraw or discontinue any product or service at any time at our sole discretion.
13 THIRD PARTY LINKS AND RESOURCES
13.1 Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only.
13.2 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.
14 LINKING TO OUR WEBSITE
14.1 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.
14.2 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.
14.3 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.
14.4 We reserve the right to withdraw linking permission without notice.
15 VIRUSES
15.1 We do not guarantee that our Platform will be secure or free from bugs or viruses.
15.2 You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
15.3 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.
16 CONFIDENTIALITY
16.1 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.
16.2 For the avoidance of doubt, the existence and purpose of the Platform shall not be considered confidential information for the purposes of paragraph 16.1.
17 GENERAL
17.1 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.
17.2 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 or our Services.
17.3 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.
17.4 We may add, edit or delete data associated with you, the Client or Assets in order to maintain or enhance the quality and functionality of the Platform.
17.5 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.
17.6 Termination of the agreement between you and us will not affect your or our rights and remedies that have accrued at termination.
17.7 These Terms and our Privacy Policy set out the entire agreement between us and replace any previous agreements and understandings.
17.8 These Terms do not create or infer any rights that are enforceable by any person who is not party to them.
17.9 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.
17.10 You may not transfer any rights or obligations under these Terms to any other person.
17.11 Where one part of these Terms is unenforceable, it shall not affect the validity of the rest of these Terms.
18 APPLICABLE LAW
18.1 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.