Please read the following carefully

This is a legal agreement which sets out the terms and conditions on which Callisto Agency Systems Co. Limited, a company incorporated in the United Kingdom, whose registered office address is; Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS, United Kingdom, ("Callisto") will provide services to the Shipping Agency, Company, or Legal Enitity you represent ("Agency" or "You"), each "Party" and collectively, "The Parties".

By using A3 Software, you represent and warrant that:

  1. You are 18 years old or older;
  2. Agree to all of the terms and conditions stated herein;
  3. You have the right, power, and authority to bind
    the agency to these terms and conditions

1. Definitions

  1. Whenever used in this Agreement, unless inconsistent with the subject matter or context, the following words shall have the following meanings:

"Affiliates" means all entities which any party controls and/or which controls that party and/or which are under the same control as that party.

"Agreement" means these Terms and Conditions, including the LOE.

"Benchmark Data" means Data which has been anonymised under Clause 6 in such a way that it cannot, by reasonable means, be used to identify any of your Confidential Information.

"Confidential Information" means any information that is not available to the public whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Such information may include but is not limited to price lists, plans, software, documentation, recommendations, reports, emails, letters, telephone communication, training documentation or other media incorporating such information.

"Data" means any data relating to you, which you may disclose to us, whether or not via the Systems, or which we may obtain in the course of providing the Services and which may include Confidential Information.

"Force Majeure Event" includes (but is not limited to) events that delay the performance of our obligations under this Agreement or prevent us from carrying on business on account of strikes, shortages, riots, insurrections, war, acts of terrorism, fires, floods, storms, explosions, earthquakes, acts of God, governmental action, labor conditions, failure or disruption of a utility service, internet service provider, hosting provider, or transport or telecommunications network, or any other cause which is beyond our reasonable control.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"LOE" means the letter of engagement issued by Callisto to you confirming the Agreement between Callisto and you for the provision of products and services.

"Services" means software, products, web or cloud services, support services, and such other services to be provided by Callisto pursuant to this Agreement.

"SLA" means the service level agreement, as amended from time-to-time, which can be found at:

"System(s)" means the websites and equipment that Callisto use to provide the Services.

  1. The LOE forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the LOE.

2. Commencement

This Agreement commences from your acceptance of this Agreement or as established by your use of the System or the Services, whichever is earlier.

3. Your Permitted Use

3.1 You must:

  1. only access the Services using the provided account credentials, passwords and web addresses (URLs);
  2. maintain the security of your account at all times. This includes, but is not limited to, keeping any passwords or other account credentials safe and taking precautions to ensure that passwords are changed regularly;
  3. immediately inform us if your passwords or other credentials are compromised in any way;
  4. ensure that you have adequate computing and network resources to make proper use of the Services; and
  5. ensure that the use of the Services by a third party is first approved by us, and the third party agrees to be bound by these Terms.

3.2 You must not:

  1. do anything which could reasonably be expected to damage, disable, overburden, materially impair or, undermine the performance and security of any of our Services;
  2. store, distribute or transmit any material during the course of use of our Services that is unlawful, harmful, threatening, defamatory, obscene or infringing on copyright or any other intellectual property rights, or in breach of applicable privacy and anti-spam laws;
  3. use the Services for any activity which violates any laws;
  4. question or dispute our ownership or rights in respect of the Services and/or our Intellectual Property Rights;
  5. exceed the number of licences for our Services that you have purchased;
  6. transfer or distribute (whether by License, loan, rental, sale or otherwise) all or any part of the Services to any other person;
  7. decompile, disassemble or reverse-engineer the underlying software or Systems that is part of the Services or otherwise attempt to derive its source code; or
  8. access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. Paying for our Services

4.1 You must pay for our Services in accordance with this Agreement. You must at all times provide us with valid, up-to-date, and complete contact and billing details.

4.2 We will invoice you in advance, and you must pay our invoices within 14 days of the invoice date.

4.3 All payments must be made in United States Dollars ("USD") unless otherwise stated in the invoice.

4.4 All payments must be paid in full without any set-off. All payments are non-refundable, unless agreed otherwise by both parties in writing.

4.5 Failure to pay our invoices on time may result in the Services provided to you being deprecated, suspended or terminated.

4.6 If you fail to make any payment due by the due date, you shall pay interest on the overdue amount at the rate of 6% per annum. Such interest shall accrue on a daily basis from the date due until actual payment of the overdue amount, whether before or after judgment. This clause shall not apply to payments you dispute in good faith.

5. Data

5.1 You agree that Callisto may, in relation to the Data:

  1. anonymize the Data to create Benchmark Data;
  2. store the Data and Benchmark Data on the Systems and copy, retrieve and use the same for business purposes;
  3. offer you and third parties rights to use the Benchmark Data;
  4. disclose the Data and Benchmark Data as necessary to enable us to comply with its legal obligations or to establish, exercise or defend its rights; and
  5. transfer the Data and/or Benchmark Data to any of our Affiliates, provided, however, that any such Affiliates are made aware of the confidentiality obligations and restrictions on use of Data and Benchmark Data contained in the Agreement and agree to be bound by them.

5.2 We may use your name and/or corporate logo in the Systems, web pages and correspondence to third parties relating to your activities. We agree to only use your name and/or logo in relation to your transactions.

5.3 Each Party will comply with all relevant data protection laws including the provisions stated in the European Union’s General Data Protection Regulation
(EU) 2016/679).

6. Confidentiality

  1. This Clause 6 shall apply in the event that no prior non-disclosure agreement has been executed between the parties. During your use of the Services, either party ("Recipient") may gain access to Confidential Information belonging to the other party ("Discloser"). The Recipient shall keep secret all Confidential Information belonging to the Discloser and shall not use and/or reproduce the same for purposes outside of exercising its rights and/or obligations under these Terms and/or except as expressly permitted by these Terms.
  2. The Recipient shall not without the Discloser's prior written consent disclose any part of the Confidential Information to any third party except only to (i) the Recipient's employees and/or sub-contractors on a need to know basis and/or who are directly involved in the use and/or provision of the Services.
  3. Before disclosing any Confidential Information, the Recipient agrees to ensure that all parties mentioned in Clause 7.2 above are (i) aware of the confidential nature of such Confidential Information and (ii) shall comply with the confidentiality obligations set out in this Clause.
  4. The Recipient also agrees to immediately inform the Discloser if it becomes aware of any unauthorized disclosure and/or misuse of the Discloser's Confidential Information.
  5. For greater certainty, both parties acknowledge that Confidential Information does not include information that:
    • is or becomes publicly known other than through an act or omission by the Recipient;
    • was in the Recipient's possession before it was disclosed to the Recipient without breach of obligation owed to the Discloser;
    • was lawfully disclosed to the Recipient by a third party who was not restricted with respect to the disclosure;
    • was independently developed by the Recipient without use or access to the Discloser's Confidential Information;
    • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body; or
    • has been processed by the Recipient in such a manner as to exclude any data whether true or not, about an individual or organisation that can be identified from that information.

7. Intellectual Property

  1. You acknowledge and agree that, as between the parties, we and/or our licensors own all Intellectual Property Rights in all materials connected with the Services. Except as expressly stated herein, this Agreement does not grant you any rights to Intellectual Property Rights belonging to us.
  2. All other Intellectual Property Rights not owned by us and supplied to you, or used by us in the course of undertaking this Agreement, will remain the property of the applicable third party and is provided under and subject to that third party's license terms.
  3. Subject to Clause 7.1, you shall own and retain all rights, title, and interest in and to your Data.

8. Limited Warranty

  1. We warrant that we will perform the Services using reasonable efforts and in accordance with good industry practices. All other warranties implied by law or statute are hereby excluded to the extent permitted by law in relation to the Services provided by us.
  2. The Parties warrant and represent to each other that they adhere to the spirit and intent of the International Chamber of Commerce Rules on Combating Corruption by, among others, engaging only in what is considered good and ethical commercial practices, resisting all attempts at extortion or solicitation of bribes at all levels and by conforming to the applicable laws and regulations.

9. Limitation of Liability

  1. Nothing in this Agreement excludes or limits our liability for:
    • death or personal injury caused by our negligence;
    • fraud or fraudulent misrepresentation; or
    • any other liability which cannot lawfully be excluded or limited.
  2. The SLA sets out your full and exclusive right and remedy, and our obligation and liability, in respect of the performance and availability of the Services, or its non-performance and non-availability.
  3. Subject to Clause 9.1:
    • we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:
      • any loss of profits, loss of business, depletion of goodwill or similar losses, or pure economic loss, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and
      • any damage caused by errors or omissions in any information or instructions provided by you to us in connection with our performance of this Agreement or any action taken by us at your direction; and
    • our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for Services during the 12 months preceding the date on which the claim arose.

10. Indemnity

You shall indemnify and hold us, our Affiliates, officers and/or employees harmless against all claims, actions, suits, proceedings, losses, damages, expenses, and costs (including, but without limitation, court costs and legal fees) suffered or incurred by us (calculated on a full indemnity basis arising out of or in connection with the breach of any obligations or warranties under this Agreement including but not limited to violation of any Intellectual Property Rights or other rights of any third party.

11. Closing your Account

  1. Unless stated otherwise in the LOE, you may terminate your account at any time in writing at least (1) month prior to such termination. Access to the Services will be discontinued within (1) month of our receipt of your notice of termination and all licenses to use the Services will similarly terminate.
  2. If you fail to abide by this Agreement, we reserve the right to suspend access to our Services or to permanently cancel your account without further notice to you.
  3. Termination of this Agreement is without prejudice to any rights or obligations accrued by either party up to and including the date of termination. Any prepayment by you or fees owed to us due to any minimum usage requirements provided for in this Agreement are due immediately upon termination. For the avoidance of doubt, all payments made prior to termination are non-refundable.
  4. On termination of this Agreement for any reason: (a) all of your licenses to use the Services will terminate; (b) all Confidential Information must be returned to either party; (c) we shall destroy your data without any compensation being payable to you; and (d) prior to destroying your data we shall make available to you for a reasonable period of time, and for a reasonable fee a copy of the Data in the following form:
    • Data kept in a database of our Systems will be made available to you in the form of a database dump file; or
    • File based data will be made available for copying through a secure high-availability file service.

12. Amendments

We reserve the right to make changes to this Agreement and the SLA. We will provide you with reasonable notice when material changes are made. Your continued use of the Services after the changes have been made indiciates your acceptance of the changes. If you do not agree to the changes, you must terminate the Agreement in accordance with clause 11.

13. Miscellaneous

  1. Warranty: You represent and warrant that you have full capacity and authority to enter into and perform this Agreement and you are duly authorised to execute this Agreement as a representative of the organisation.
  2. Entire Agreement: This Agreement, including the LOE and any non-disclosure agreement, describe the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes any prior understandings or agreements. The headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
  3. Waiver: Failure or delay by either party to exercise its right or remedy provided under this Agreement does not mean a waiver of that or any right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
  4. Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court, then the other provisions of this Agreement shall remain in force and it will be replaced with a provision that achieves the same purpose as the original to the maximum extent possible.
  5. Third Party Rights: Except as expressly provided, this Agreement does not confer any rights to any person or party other than you.
  6. Time is of the Essence Time is of the essence in this Agreement.
  7. Assignment Except to an Affiliate, a party will not, without prior written consent from the other party, such consent not to be unreasonably withheld, assign, encumber, subcontract or transfer in any other manner all or any of its rights or obligations under this Agreement.
  8. No Partnership This Agreement is not intended to and shall not create a partnership between you and Callisto or authorize either party to act as an agent for the other and neither party shall have the authority to, in the name or on behalf of or otherwise, bind the other in any way.
  9. Governing Law and Resolving Disputes This Agreement, including any dispute arising out of or in connection with it, is governed by English law and each Party submits to the exclusive jurisdiction of the English courts.
  10. Survival of Certain Clauses The following clauses, 6.1, 7 (Confidentiality), 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnity), and 12.3 and 12.4 (Closing your Account), together with those terms, which by their nature survive the termination of these Terms, shall survive termination of this Agreement.

Date of last update: 28 Nov 2018